MAHA-ENERGY.COM
I
2024
ANNUAL
REPORT
MAHA-ENERGY.COM
2024 ANNUAL REPORT
II
2024 Highlights
Total net cash and liquid investments
(TUSD) FY 2024 FY 2023
Bank Debt (non-current) - (11,879)
Bank Debt (current) - (22,500)
Restricted Cash 1,115 42,830
Cash and Cash Equivalents 8,935 88,246
Total Net Cash Balance 10,050 96,697
Brava shares 84,043 -
3R Offshore Debentures 3,483 7,833
Liquid investments 87,526 7,833
Total net cash + Liquid investments 97,576 104,530
TOTAL NET CASH + LIQUID INVESTMENTS (TUSD)
120,000
100,000
80,000
60,000
40,000
20,000
0
LIQUID INVESTMENTS
87,526
LIQUID INVESTMENTS
7,833
97,576
104,530
Strong Balance Sheet and Strong Liquidity
• Total balance of available cash,
restricted cash and liquid investments
from continuing operations:
...Resulting in the Largest
M&A in Brazil in 2024
In the third quarter of 2024, it was announced the
closing of the transaction involving the merger
of Enauta shares into 3R Petroleum and the roll
up Maha’s 15% holdings in 3R Offshore into the
combined entity named Brava Energia, under
which Maha holds 4.76% of share interest.
Acquisition of 5%
of 3R Petroleum...
During the first quarter of 2024, Maha acquired
5% equity interest in 3R Petroleum to start the
consolidation process of E&P Companies in Brazil
2023 2024
TUSD 97,576
Low financial exposure with huge
potential upside in Venezuela optionality
• In March 2024, Maha has signed definitive docu-
ments and paid EUR 4.6 million as part of the
potential acquisition of indirect equity interest in
the Venezuelan oil company PetroUrdaneta from
Novonor Latinvest Energy.
• Change of Control approved by the Venezuelan Oil
Minister in September 2024.
• Technical and operational discussions (“Mesas
Técnicas”) on PetroUrdaneta’s re-development
plan settled outlining the main assumptions of the
business plan:
⁄ total projected production volume of approxi-
mately 90 million barrels of oil and 180 Bscf of
gas until 2037 (full field)
⁄ plan targets a peak production of around 40,000
boe/d (full field)
Maha is
a debt free
company
MAHA-ENERGY.COM
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Corporate Calendar The Company plans to publish its 2025 Quarterly Reports as follows
Q1 Q2 Q3
First Quarter
January – March 2025
20 May 2025
Second Quarter
January – June 2025
19 August 2025
Third Quarter
January – September 2025
18 November 2025
Letter to Shareholders
Strategy
Assets
Leadership
The Share
Corporate Governance Report
Administration Report
Financial Statements
Key Financial Data and Ratios
Definitions
Board Assurance
Auditor’s Report
In This Report
02
17
06
04
92
95
94
20
12
30
89
45
The Sustainability Report is published as a separate document, available on maha-energy.com.
Maha Energy’s shares are traded on the Nasdaq Main Market
in Stockholm under the ticker symbol ‘MAHA A’.
Maha Energy is a leading Swedish listed player in the oil and gas industry.
The Company began its journey in 2013 and was listed on Nasdaq Stock-
holm’s Main Market in 2020, having its main offices in Sweden and Brazil.
With a unique blend of industry experts and financial markets team, Maha
has transformed into an innovative independent energy platform, strategi-
cally growing by acquiring and developing profitable oil and gas assets on a
global basis, with the goal of building a diversified and balanced portfolio in
the energy, oil & gas and minerals sectors.
Information
Regarding AGM
The Annual General Meeting of
shareholders of Maha Energy AB
(publ) will be held on Tuesday,
May 27, 2025, 2:00 p.m. CEST
at Setterwalls on Sturegatan
10 in Stockholm, Sweden.
The notice and the complete
proposals will be available at
www.maha-energy.com.
About Maha
2024 ANNUAL REPORT
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LETTER TO
SHAREHOLDERS
02
MAHA-ENERGY.COM
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Dear Friends and Shareholders:
2024 was another dynamic year for Maha, marked by meaningful achievements across our key areas
of focus: - our flagship investment in Brava Energia, the PetroUrdaneta project in Venezuela, and our
oil-producing asset in the Illinois Basin. We made important progress in de-risking our portfolio and
advancing our projects.
In line with Maha’s new strategic direction, we will be focused on cost optimization and a leaner
operating model. The Company will be positioned as an active financial investor in the energy and
minerals sectors, targeting high-value opportunities through disciplined capital allocation and an
optimized cost base.
Brava Energia – Driving Brazil’s
Largest O&G M&A in 2024
We began the year by acquiring 5% stake in 3R Petroleum, with the
aim of capitalizing on a unique moment for consolidation in the
Brazilian oil and gas market. In April, we announced a proposed
merger between 3R Petroleum and Enauta, with Maha contributing
its 15% stake in 3R Offshore. The transaction advanced rapidly,
and today we hold 4.76% of Brava Energia – one of Latin America’s
most diversified independent oil companies, with robust onshore
and offshore assets.
Despite early technical challenges, Brava delivered major mile-
stones by year-end, including first oil from the FPSO Atlanta
and resumed production at Papa Terra. Brava also announced
the acquisition of a 23% interest in Parque das Conchas, adding
6,000 boepd. We remain confident in Brava’s growth path to reach
production levels of up to 100,000 boepd by H2 2025.
Progress in Venezuela with
Disciplined Exposure
In March, we signed definitive agreements with PetroUrdaneta
and made an initial payment of EUR 4.6 million, securing exclusive
rights to acquire the assets until November 2025. We obtained
key regulatory approval from the Venezuelan Oil Minister and
conducted extensive due diligence throughout the year.
In Q4, we began technical discussions with PetroUrdaneta and
CVP, reaching preliminary alignment on a production roadmap by
early 2025. A new business plan projects full field levels of up to
90 million barrels of oil and 180 Bscf of gas, with peak production
around 40,000 boepd—exceeding our original expectations.
Until licenses and agreements are finalized, we are maintaining
low financial exposure and strict cost control, ensuring maximum
return potential while upholding governance standards. Political
uncertainty remains, and we continue engaging with authorities
and monitoring developments closely.
Illinois – Solid and Scalable Cash Flow
In addition to the three wells brought online in January from our
2023 drilling campaign, we added three more in Q3 2024. This led
to a 66% year-on-year production increase, reaching 328 bopd.
Our Illinois operations continue to deliver strong, cost-effective
results, generating steady cash flow to cover operating costs and
provide attractive payback on investment.
Key financials
Sales volumes rose 67% year-on-year, driving revenue and netback
growth. We ended the year with no debt and MUSD 97.6 in cash and
liquid investments. We have in addition also in Q1 2025 received
an additional MUSD 4.4 earn-out from the 2023 Tie and Tartaruga
sale to PetroRecôncavo.
Maha is today well-capitalized, debt-free, and positioned for
growth – with a strong stake in Brava, a promising opportunity in
Venezuela, and record production from Illinois. The future looks
bright, and we are excited for what lies ahead.
LETTER TO
SHAREHOLDERS
Warm Regards,
Roberto Marchiori
Chief Executive Officer
Maha Energy
2024 ANNUAL REPORT
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STRATEGY
01.
02.
03.
Maha Energy focuses on being an active nancial investor in the energy and minerals indus-
tries, maximizing value, driving protability, and working ethically and responsibly to benet
all stakeholders. Maha’s strategy is outlined according to three important pillars:
Solid Capital Structure and Cash Position
We are optimistic in the future production potential of Maha, as we strive to leverage our substantial posi-
tion of cash and liquid investments to complete opportunistic acquisitions at attractive multiples, building
a stable portfolio of producing assets that feature meaningful growth and production upside, and focusing
on a solid cash flow generation to the company.
Leaner and Optimal Corporate Structure
We are aligning our efforts with Maha’s new strategic direction, which emphasizes cost optimization and a
leaner operational structure. Going forward, the Company will position itself as an active financial investor
in the energy and minerals sectors, focusing on value creation through disciplined capital allocation and
a streamlined cost base.
Opportunistic and Accretive Transactions
The Company has reinvented its journey, evolved to become an innovative and progressive energy platform
designed to grow by profitably acquiring and developing assets. While building on our industry expertise,
capital discipline and local partnerships, we will target special situations opportunities with unique high
return potential.
04
MAHA-ENERGY.COM
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Our Values and Corporate Culture
Maha’s corporate culture is founded on the core values of Integrity, Responsibility, Respect, Honesty, Excellence, and
Enjoyment. As the company undergoes a period of transition in its operations, we are also reinforcing our values and
strengthening our organizational culture. In this evolving landscape, Maha remains committed to aligning itself with the
highest governance and transparency standards, continuously moving closer to industry-leading ESG practices. While we
take a pragmatic approach to ESG commitments, ensuring they are achievable and aligned with the realities of our oper-
ations, we are committed to adhering to the laws and regulations of the countries in which we operate. Additionally, we
strive to uphold best practices applicable to Swedish-listed companies, positioning Maha as a responsible and forward-
looking player in the oil and gas sector.
EXCELLENCE & ENJOYMENT
⁄ We put the health and safety of our people first
⁄ We want to be the best neighbor
RESPONSIBILITY
⁄ We always assume responsibility
INTEGRITY
⁄ Our word is our bond
⁄ We lead by example
⁄ We do not judge
HONESTY
⁄ We will always be honest and truthful
⁄ We want to contribute to our community
⁄ We deeply care about the environment
RESPECT
⁄ We will treat everyone with respect and always
be respectful to one another
2024 ANNUAL REPORT
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ASSETS
Maha’s portfolio includes the nancial investment in Brava Energia
- the publicly traded Brazilian oil and gas company, the operated
oil producing eld - Illinois Bassin, and the potential acquisition of
indirect equity interest in the Venezuelan oil company PetroUrdaneta.
MAHA-ENERGY.COM
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Brava Energia - Brazil
A New Leader in Brazil’s Oil and Gas Sector
Brava Energia is one of Brazil’s leading independent oil and gas companies. The company
was formed through the merger of 3R Petroleum and Enauta, the largest M&A transaction
in Brazil in 2024. The merger was projected to create potential synergies exceeding USD
1 billion value. Maha Energy played a pivotal role by leading this transformative transaction
aiming the start of the consolidation process in Brazil and holds 4.76% of Brava Energia’s
outstanding shares being its largest industrial shareholder.
In January 2024, Maha Energy embarked on a significant
new chapter in Brazil’s energy industry by acquiring a 5%
stake in 3R Petroleum, one of the country’s most prominent
independent oil and gas producers. This investment marked
the beginning of a consolidation plan within Brazil’s oil and
gas sector, aimed at leveraging synergies and unlocking
further value. Maha Energy’s management and board of
directors have been deeply involved in the founding and
early growth of 3R Petroleum.
In April 2024, 3R Petroleum and Enauta announced plans to
evaluate a merger. By July 2024, less than six months after
the announcement, the transaction was finalized. This
merger also included the roll-up of Maha’s holdings of 15%
in 3R Offshore in exchange for additional shares in Brava.
RECÔNCAVO & MANATI
POTIGUAR & MACAU
PEROÁ & MALOMBE
PAPA TERRA &
PARQUE DAS CONCHAS
Onshore Offshore
ATLANTA
2024 ANNUAL REPORT
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With around 700 million barrels of proven and probable (2P) reserves and a 2024 production rate of approximately 56,000
barrels of oil equivalent per day (boepd), Brava Energia ranks among Latin America’s largest independent exploration and
production (E&P) companies. The company holds a diverse portfolio of on shore and offshore concessions across Brazil.
Maha anticipates that Brava Energia’s production will reach levels up towards 100,000 barrels of oil equivalent per day
(boepd) in the second half of 2025.
Atlanta
The Atlanta oil field is a significant deepwater asset located
in the Santos Basin, approximately 185 km from Rio de
Janeiro, at a water depth of around 1,500 meters. In 2024,
Atlanta produced an average of 12.5 thousand barrels of
oil equivalent per day (“Mboepd”), of which 96% was crude
oil, accounting for 23% of Brava Energia’s total production
during the year. Production during the year was negatively
impacted by the transition to a new floating production
storage and offloading (FPSO) unit to unlock higher
producing capacity going forward. The field currently has
six wells, being only 2 operational by the end of the year.
Brava Energia, through Enauta, has successfully explored
and developed this key asset. Production from Atlanta
began in 2018 with an early production system. On 31
December 2024, production from the new FPSO Atlanta
commenced with two wells in production. The connection
of the remaining four wells is underway and is expected to
be completed during 2025. FPSO Atlanta has a production
capacity of up to 50,000 barrels of oil per day (bopd), can
treat 140,000 barrels of water per day, and has storage
capacity for 1.6 million barrels of oil.
Brava Energia has also contracted the Lone Star drilling
rig from Constellation Oil Services for the drilling and
completion of two additional wells. This drilling campaign
is scheduled to begin in the fourth quarter of 2025.
Papa Terra
Papa Terra is a heavy oilfield situated approximately 1,200
meters deep in the Campos Basin, 10 kilometers off the
coast of Rio de Janeiro. The field is developed using the
FPSO 3R-3 and the Tension Leg Wellhead Platform 3R-2,
which together have a combined processing capacity of
140,000 bopd. In 2024, Papa Terra produced 5.1 Mboepd, of
which 96% was crude oil, accounting for 9% of Brava Ener-
gia’s total production during the year. Production during the
year was heavily impacted by shut-downs for maintenance
programs and regulatory requirements.
Since Brava Energia assumed operatorship from the
previous operator, the asset has undergone an extensive
maintenance program to recover its operational and
safety integrity. This included work on the boiler, power,
and processing systems, replacement of ESP pumps, and
maintenance and inspection of tanks and naval systems.
These efforts have progressively enhanced the unit’s
efficiency and safety. Production, which was halted in
early September 2024, resumed in late December 2024.
During the shutdown, significant progress was achieved
in the maintenance and integrity recovery campaign for
the production units at Papa Terra, allowing planning for
better use of the reservoir with the future expansion of its
production.
Average production 2024
2P Reserves,
end of 2023 (MMBL)Oil (Mbopd) Gas (Mboepd) Total (Mboepd)
Potiguar Complex 23.1 1.9 25.0 310.9
Recôncavo Complex 3.5 5.5 9.1 89.2
Papa-Terra 4.9 0.2 5.1 140.4
Atlanta 12.0 0.5 12.5 141.4
Peroá 0.1 2.7 2.8 11.8
Manati 0.0 1.0 1.1 7.0
Total 43.7 12.0 55.7 700.6
* Brava’s acquisition of the 23% stake in Parque das Conchas was announced on December 30, 2024 and is not included in table above.
MAHA-ENERGY.COM
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Looking ahead, the field’s potential for growth is substan-
tial. Two new wells are scheduled to be drilled as part of a
campaign using the drilling rig Lone Star. The existing infra-
structure in the FPSO is already equipped to accommodate
additional wells and is ready to increase production. More-
over, with a low recovery factor (less than 3%) compared
with other players located in the same basin and nearly 2
billion barrels of oil in place, the field presents a clear path
for further development and substantial growth potential.
The Potiguar Complex
The Potiguar Complex consists of onshore and shal-
low-water oil and natural gas fields located in the Potiguar
Basin in northeastern region of Brazil. It includes the main
fields of Macau, Canto do Amaro, Alto do Rodrigues,
Estreito, Salina Cristal, Fazenda Pocinho and the Pescada
cluster. In 2024, the complex produced 23.1 barrels of oil
per day (“Mbopd”) and 1.9 Mboepd of gas, totaling 25.0
Mboepd —accounting for 45% of Brava’s total production
during the year.
Recôncavo Complex
The Recôncavo Complex includes the Rio Ventura and
Recôncavo Clusters, both operated by Brava and located
in the Recôncavo Basin in the state of Bahia. The main
fields within this complex are Água Grande and Candeias.
In 2024, the Recôncavo Complex produced 3.5 Mbopd of oil
and 5.5 Mboepd of gas, totaling 9.1 Mboepd —representing
16% of Brava’s total production during the year.
Manati
Manati is a natural gas production field in shallow waters of
the Camamu-Almada Basin. The production at Manati was
halted for maintenance by mid-March 2024. Currently, the
operator Petrobras expects to resume operations during
the first quarter of 2025.
Parque das Conchas
After meeting all precedent conditions, Brava concluded
end of 2024 the acquisition of 23% stake in the Abalone,
Ostra and Argonauta oil fields, which form the Parque das
Conchas Cluster in the Campos Basin. Parque das Conchas
is operated by Shell, which holds a 50% stake, and ONGC is
a partner in the asset with the remaining 27%. In the period
between January and November 2024, the average produc-
tion was approximately 27.0 Mboepd, with 6.2 Mboepd
corresponding to the stake acquired by Brava.
Peroá and Malombe
The Peroá cluster asset is located in the Espírito Santo
basin, offshore Brazil in shallow waters. This asset includes
the Peroá and Cangoá producing fields, they are producing
natural gas via the Peroá platform (3R-1). A 55km long gas
pipeline is connection the platform to the Cacimbas gas
processing plant. In 2024, Peroá produced 2.8 Mboepd
(96% gas), corresponding to 5% of the total production
during the year.
The Malombe gas discovery outside of Peroá can be effi-
ciently developed and would represent significant future
production additions. Other prospects could position
the Peroá area as a primary producer of gas in Espirito
Santos for decades, especially given the existing low-cost
infrastructure.
Midstream and downstream
In Rio Grande do Norte, Brava also manages substan-
tial midstream and downstream operations through the
Clara Camarão Refinery, the Guamaré Marine Terminal,
the Guamaré Natural Gas Processing Units (UPGNs), and
the storage tank park, collectively known as the Guamaré
Industrial Asset. In addition to processing hydrocarbons
from its own production, Brava receives production from
third-party providers and provides services to third parties
in the region, who rely on these facilities for the transporta-
tion and processing of their output.
2024 ANNUAL REPORT
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PetroUrdaneta - Venezuela
PetroUrdaneta operates the elds of La Paz,
Mara Oeste, Mara Este and El Mojan in the Mara-
caibo Basin region in northwestern Venezuela.
The elds were discovered in the 1920-ties
and especially La Paz eld has played a pivotal
role in establishing Venezuela as a leading oil
producer. Current production amounts to about
1,500 bopd, with potential to reach around
40,000 boepd after investments.
In March 2024, Maha signed the definitive agreements and
paid EUR 4.6 million, concluding another important step for
the acquisition of indirect equity interest in the Venezuelan
oil company PetroUrdaneta from Novonor Latinvest Energy
(“Novonor”). The agreements granted Maha exclusive
rights to acquire 60% of Novonor’s Spanish vehicle that
holds 40 percent equity interest of PetroUrdaneta, an O&G
joint venture company operating in Venezuela.
In December 2024, Maha announced that Mesas Técnicas
discussions between PetroUrdaneta, Maha (potential
Partner B), and CVP (Partner A, a PDVSA subsidiary) had
commenced to reach a mutual understanding and agree-
ment on the re-development plan for the PetroUrdaneta
fields. A kick-off meeting took place in December 2024,
with the goal of concluding these discussions by the end
of the first half of 2025. The Mesas Técnicas discussions
progressed faster than initially anticipated and the tech-
nical work was already completed by February 2025.
An updated business plan with a first understanding of the
main assumptions and the road map for the remainder of
the license’s validity, until 2037, has been developed, with
special focus on the next three years. The plan program
outlines a total projected production volume of approxi-
mately 90 million barrels of oil and 180 BSCF of gas. The
plan targets a peak production of around 40,000 barrels
of oil equivalent per day and includes some 150 wells on
stream. In the plan, significant potential has been identified
by changing lifting methods in existing wells. The business
plan is still pending approval by the Venezuelan authorities.
The completion of the transaction is contingent on
different conditions, which included (i) the approval by the
Venezuelan Oil Minister of the proposed Change of Control
of PetroUrdaneta’s Partner B (i.e., OE&P), which occurred in
September 2024; and (ii) the successful negotiation of the
relevant operational and collaboration agreements for the
redevelopment of PetroUrdaneta’s fields.
As with all of its engagements, with respect to its activities
involving Venezuela and PetroUrdaneta, Maha remains
committed to compliance with all applicable laws and
regulations, robust due diligence and transparency in its
activities. This includes discussions and/or requests for
licenses from relevant authorities.
Maha’s contractual right to conclude the transaction
remains in force until November 2025.
PetroUrdaneta is a joint venture established in 2012
between Novonor Latinvest Energy (an affiliate company
of the former Brazilian infrastructure conglomerate
Odebrecht) and the Venezuelan national oil company
Petróleos de Venezuela S.A. (PdVSA), with the purpose
of exploring and producing crude oil and natural gas. The
company started operations in the areas of La Paz, Mara
Este, Mara Oeste and El Mojan in the Maracaibo Basin
region in northwestern Venezuela, state of Zulia, but was
not able to overcome the obstacles imposed by the polit-
ical and economic turmoil that took over the country in the
last decade. Starting in 2014, oil and gas production levels
decreased due to, amongst other factors, cuts in the water
and electricity supply in the area.
Having produced about 1.4 billion barrels of oil throughout
history, the fields are estimated to still hold about 8.6
million barrels of oil in place. According to reserve reviews
by PdVSA, the fields hold about 350 million barrels of
1P reserves and 500 million barrels of 2P reserves of oil
with enormous additional reserves of associated gas of
around 250 million equivalent barrels of 2P reserves. The
peak daily production in the 1950-ies amounted to about
250,00 barrels of oil and one single oil producing more than
30 million barrels, but the current production from about
10 active wells in the La Paz field amounts to about 1,500
BOPD. The remaining about 280 wells are inactive.
Large Asset with
Sizable Reserves
Currently producing ~1,500 bbls/d from
about 10 active wells in La Paz, with
remaining 280 inactive wells.
An updated business plan outlines a
total projected production volume of
approximately 90 million barrels of oil
and 180 BSCF of gas, with a targeted peak
production of around 40,000 boepd.
MAHA-ENERGY.COM
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Venezuela – world’s largest oil reserves
Venezuela has the world’s largest proven crude oil reserves,
with over 300 billion barrels in 2023, corresponding to over
17% of the global proven reserves. However, the crude
production in Venezuela has decreased from about 2.5
million barrels per day in 2013 to about 0.7 million barrels
per day in 2023, corresponding to 0.8% of total global crude.
The decrease in output has been caused by several factors,
including international sanctions. The US has imposed
different sanctions on individuals and entities in Venezuela,
which lead to a lack of investment and maintenance in the
energy sector. A majority of Venezuela’s oil reserves are
heavy crude, which requires technical expertise to produce
which has been limited by international sanctions. Through
the recent waiving of some sanctions, production from
western companies like Chevron, ENI, Repsol and Maurel &
Prom to operate in Venezuela, has added to the production.
(Source: U.S. Energy Information Administration)
Political development – sanctions
In 2023, the US authorized certain transactions in the oil
and gas sector with specific sanctioned parties in Vene-
zuela, including PdVSA. Hence, aligned with the OFAC
public instructions (under a Q&A related to Venezuelan
Sanctions) and following the execution of the definitive
documents with Novonor, in Q1 2024 Maha had applied for
a specific license covering its projects for the Venezuelan
oil company PetroUrdaneta. Maha continues to closely
monitor the political developments in Venezuela, as well
as liaising with the relevant stakeholders. As with all of its
engagements, with respect to its activities involving Vene-
zuela and PetroUrdaneta, Maha remains committed to
compliance with all applicable laws and regulations, robust
due diligence and transparency in its activities.
Illinois Basin
Maha owns a 100% working interest in the Illinois Basin
(IB), a light oil field producing 35° API oil. The area covers
2,597 acres. In 2024, production from 62 wells reached 328
BOPD, representing a 66% increase from 197 BOPD in 2023.
This growth was driven by the launch of new wells from
Maha’s 2023 and 2024 drilling programs. Proven reserves
(1P) are estimated at 1.3 million barrels (“MMbbl”), while
proven + probable (2P) reserves amount to 2.6 MMbbl. The
area is characterized by low costs, low risks, and relatively
low recovery rates to date, making it a strategic asset with
significant long-term development potential.
The Illinois Basin is one of North America’s oldest
oil-producing regions. It has been in production since the
mid-1800s. It spans southern Illinois, western Kentucky,
and western Indiana. This is a conventional oil play
requiring low-cost drilling and stimulation operations. The
basin continues to be a vital oil production area, supported
by well-established infrastructure and a robust regulatory
framework.
In October 2023, Maha initiated a program to drill three
production wells and upgrade facilities by installing a
production battery. Production ramp-up began in January
2024, accompanied by a small investment in Maha’s core
area during Q1 2024. This investment included two addi-
tional productive wells, enhanced production facilities, and
the identification of additional potential drilling locations.
In June 2024, Maha commenced its 2024 drilling program,
targeting three new production wells. By September 2024,
these wells had been completed and brought into produc-
tion. The new wells, drilled to depths of approximately 1,200
meters in Posey County, Indiana, further strengthened the
field’s output.
Crude oil produced by Maha in the Illinois Basin is sold to
a refinery at the benchmark WTI monthly average price,
subject to a small discount.
2024 ANNUAL REPORT
12
Born
1988
Nationality
Portuguese
Education
Degree in Mechanical Engineering (cum laude) from the Federal University of Rio de Janeiro (UFRJ).
Other assignments:
Managing Director of the Starboard Group
Prior assignments (last five years):
Chairman of 3R Petroleum (now Brava Energia)
Experience
Paulo Thiago Mendonça is a Managing Director at Starboard, responsible for private equity investments and advisory in special situations
transactions. Paulo has previously been the Head of Investment Banking at Brasil Plural’s Investment Banking division, responsible for M&A,
equity and capital market transactions and worked at the Asset Management in Brasil Plural. Paulo has extensive experience in the oil and
gas industry and has led important transactions in the sector. Paulo created and led the investment of 3R Petroleum, the first upstream O&G
company to make an IPO since 2017 with a current market capitalization of more than 2 billion dollars. Paulo was chairman at 3R Petroleum and
was responsible for raising the equity and debt to build 3R Petroleum current success as a pioneer independent oil and gas company in Brazil.
In his career, he participated in several M&A transactions, IPOs, restructuring cases and private equity investments within O&G, infrastructure,
financial, industrial, retail, EPC companies, shipbuilding, real estate, and airlines sector.
Independent of the Company and the senior management:
No
Independent of major shareholders:
No
Shareholding in Maha Energy AB:
None
Warrants in Maha Energy AB:
1,428,051 (LTIP 9)
Paulo Thiago Mendonça
Chairman of the Board of Directors since September 2023 and board member
since 2022. Chairman of the Remuneration Committee and member of the HSE,
Reserves and Sustainability Committee and the Investment Committee.
Board of Directors
LEADERSHIP
Board & Management
12
MAHA-ENERGY.COM
13
BOARD OF DIRECTORS
Born
1980
Nationality
Swedish
Education
Master of Law from the University of Gothenburg, Sweden with a
specialization in Petroleum Law and Petroleum Contracts from
the University of Oslo, Norway.
Other assignments:
Chairman of Jumpgate AB, Opsy AB, Transition Energy
International AB, Klash AB, Minotaurus Energi AS and Urtiven AS.
Director of Grin AS. Managing Director of Tiveden AS and
Infundo AB.
Prior assignments (last five years):
–
Experience
Viktor Modigh is a co-founder of Transition Energy Int. AB. He has
more than 20 years´ experience of investments across different
sectors and has held management positions with Tethys Oil in
Oman and the United Arab Emirates. He previously worked as a
lawyer advising primarily oil and gas companies on regulatory
and contractual matters, transactions and general corporate law.
Viktor is a member of the Association of International Energy
Negotiators.
Independent of the Company
and the senior management:
Yes
Independent of major
shareholders:
Yes
Shareholding in Maha Energy AB:
None
Warrants in Maha Energy AB:
476,018 (LTIP 9)
Born
1975
Nationality
Norwegian
Education
M.Sc. in Economics and Business Administration from Norwegian
School of Economics (NHH).
Other assignments:
Co-founder and Director at DBO Invest and Janeiro Energy. Board
member at Prosafe SE. Chairman of DreamLearnWork.
Prior assignments (last five years):
Co-founder and CFO at DBO Energy and DBO 2.0 S.A. (re-named
Maha Energy Offshore (Brasil) Ltda.). Audit committee member at
3R Petroleum.
Experience
Halvard Idland has more than 20 years of industrial and financial
investment experience in the oil and gas industry in Norway and
Brazil. Previous experience includes DNB, Pareto, Aker Yards and
DOF prior to co-founding DBO Energy.
Independent of the Company
and the senior management:
Yes
Independent of major
shareholders:
No
Shareholding in Maha Energy AB:
116,337 shares held directly and 7,312,199.33 shares held indirectly
through ownership of one third of the shares of DBO Invest S.A.
Warrants in Maha Energy AB:
–
Viktor Modigh
Board member since 2022.
Member of the HSE, Reserves and
Sustainability Committee, the Remu-
neration Committee, the Audit, Ethics
& Compliance Committee and the
Investment Committee.
Halvard Idland
Board member since March 2023.
Member of the Audit, Ethics & Compli-
ance Committee and the Investment
Committee.
2024 ANNUAL REPORT
14
Born
1960
Nationality
Norwegian
Education
Cand. Oecon from the University of Oslo, Economist.
Other assignments:
Chairman of Norwegian Air Shuttle Group since 2021 and DOF
Group since 2023. Board member of TGS-NOPEC. Also board
member of Akerhus University Hospital, Janeiro Energy and
Energy Investors. Industry advisor and investor.
Prior assignments (last five years):
Global Knowledge Leader Oil & Gas at McKinsey 2010-2014 and
as leader of Oil & Gas in Latin America, based in Brazil, 2013-
2016. Senior Partner Corporate Finance in Sparebank1 Markets
2018-2021. Board member Seadrill, Nettbil and AGR Petroleum.
Experience
Svein Harald Øygard has served as economist in the Ministry of
Finance of Norway, as a secretary of the Committee of Fiscal
affairs in the Norwegian Parliament, as economic advisor for the
Labor Party and then as Deputy Minister of Finance of Norway,
1990-1994. Thereafter McKinsey Company for 21 years, largely
in oil & gas, finance and industry, among others advising oil & gas
companies in the North Sea, North America, the Mid-East, South-
East Asia and West Africa. He also served as Country Manager
Norway, as interim Central Bank Governor of Iceland after the
2008 Global Financial Crisis, and as Chair of the Execution
Committee for the Icelandic bank restructuring. Co-founder of
DBO Energy 2017 and in 2020 he co-founded Janeiro Energy, a
venture fund investing into businesses in the renewables sector.
Independent of the Company
and the senior management:
Yes
Independent of major
shareholders:
No
Shareholding in Maha Energy AB:
Svein Harald holds 3,018,840 shares in Maha directly or through
company, and 7,312,199.33 shares in Maha indirectly through
ownership of 1/3 of the shares in DBO Invest S.A.
Warrants in Maha Energy AB:
None
Svein Harald
Øygard
Board member since September
2023. Member of the Remuneration
Committee and the Investment
Committee.
Born
1966
Nationality
British
Education
PhD in Petroleum Engineering and an MSc in Petroleum Geology
from Imperial College in London and a BSc in Geology.
Other assignments:
Managing Director of Pandreco Energy Advisors Inc and board
member at Africa Oil Corp.
Prior assignments (last five years):
Chairman of Duna Energia (Brazil)
Experience
Richard Norris has over 30 years energy related experience in
both industry and finance, including roles with large and small oil
companies, as well as roles in debt and equity financing. Richard
has worked in engineering, management and board roles covering
Africa, Europe, Former Soviet Union and South America with BP, Elf
Aquitaine/Total, Geopetrol, Candax Energy and Eland Oil and Gas.
In finance Richard was instrumental in building the European oil
and gas structured finance group at BNP Paribas. As a Partner at
Helios Investment Partners, Richard co-managed Helios’s Private
Equity energy investments throughout Africa. Richard is a Fellow of
the Canadian Global Affairs Institute
Independent of the Company
and the senior management:
Yes
Independent of major
shareholders:
Yes
Shareholding in Maha Energy AB:
None
Warrants in Maha Energy AB:
476,018 (LTIP 9)
Richard Norris
Board member since 2022. Chairman
of the HSE, Reserves and Sustainability
Committee and member of the Audit,
Ethics & Compliance Committee.
BOARD OF DIRECTORS
MAHA-ENERGY.COM
15
Born
1974
Nationality
Spanish
Education
Master in Infrastructure Management and Public Services and
Master in Civil Engineering from Universidad Politécnica de Madrid.
MBA from The Wharton School of the University of Pennsylvania,
and Master in Sustainability and Social Corporate Responsibility
from Universidad UNED-UJI.
Other assignments:
Director of the Starboard Group. Executive Director of the IE
Negotiation and Mediation Centre and Professor of Strategy in IE
University in Madrid, Spain.
Prior assignments (last five years):
Senior International Manager in Renfe, Board member of the
Mecca-Medinah High-Speed Train Saudi-Spanish Consortium.
Experience
Enrique Peña has over 25 years’ experience in business develop-
ment and strategic management in large corporations such as
Shell, Boston Consulting Group, Orange and Renfe.
Independent of the Company
and the senior management:
Yes
Independent of major
shareholders:
No
Shareholding in Maha Energy AB:
None
Warrants in Maha Energy AB:
476,018 (LTIP 9)
Born
1976
Nationality
Swiss
Education
MBA from The Wharton School of the University of Pennsylvania.
BA from the University of São Paulo (FEA-USP).
Other assignments:
Managing Director of the Starboard Group.
Prior assignments (last five years):
Chairman of 3R Petroleum and board member of Gemini Energy.
Experience
Fabio Vassel has over 25 years of experience working on Private
Equity buy-side and Restructuring Advisory in Latin America,
North America and Europe. Fabio previously worked at Banco
Brasil Plural (Sao Paulo), Jefferies (Zurich and London), Nomura
(London) and UBS Investment Bank (New York and London).
Independent of the Company
and the senior management:
Yes
Independent of major
shareholders:
No
Shareholding in Maha Energy AB:
None
Warrants in Maha Energy AB:
952,035 (LTIP 9)
Enrique Peña
Board member since 2022.
Chairman of the Audit, Ethics &
Compliance Committee
Fabio Vassel
Board member since 2022
2024 ANNUAL REPORT
16
Born
1985
Other assignments:
None
Education
Specialization in Maritime Regulation and Ocean Management, Harvard University, Boston, USA (2018); LL.M in Oil and
Gas from the University of Aberdeen, Aberdeen, Scotland (2012); Bachelor of Laws from Universidade Milton Campos
Law School, Brazil (2007).
Experience
Ms. Bittencourt has over 15 years of experience within energy and natural resources, focusing her career on trans-
actions and regulatory issues in the oil and gas industry. Before joining Maha, Barbara was a partner of the Brazilian
law firm Demarest Advogados (Brazilian top tier law firm) at their Energy and Natural Resources practice. Previously,
Barbara was a Senior Associate of DLA Piper/Campos Mello Advogados.
Shareholding in Maha Energy AB:
–
Warrants in Maha Energy AB:
761,628 (LTIP 8)
Barbara Bittencourt Chief Legal Officer (“CLO”) since 2023
Born
1988
Other assignments:
None
Education
BSc in Industrial Engineering from Pontifícia Universidade Católica do Rio de Janeiro, Brazil
Experience
Roberto has most recently held the position of New Business Development and M&A Director at Maha Energy,
co-leading Maha’s Mergers and Acquisitions since 2022. Roberto has broad experience in investment banking and debt
restructuring. During his 14 years of tenure, he has assisted top management of several companies in a diverse array
of industries such as oil & gas, mining, metals, insurance and reinsurance, utilities and transmission lines, retail, and
financial services. Before joining Maha, Roberto held the position of Executive Director leading Private Equity invest-
ments at Starboard.
Shareholding in Maha Energy AB:
–
Options in Maha Energy AB:
1,745,397 (LTIP 8)
Roberto Marchiori
Chief Executive Officer and Managing Director (“CEO”) since 2025
and Chief Financial Officer (“CFO”) since 2024
Management
MAHA-ENERGY.COM
17
All shares in Maha Energy are Class A shares and repre-
sent one vote each. As per 31 December 2022, the Board
of Directors had remaining outstanding authorization from
the Annual General Meeting on 29 May 2024 to resolve on
the issue of up to 20 percent of new shares up until the
next AGM. In addition, the AGM 2024 resolved to grant the
Board of Directors the authorization to repurchase up to 10
percent of all shares in the Company. On 12 August 2024,
the Board of Directors resolved to initiate a share buy-back
program. As per 31 December 2024, Maha Energy held
1,528,922 shares (0.86 percent of total shares) of its own
shares, all bought back during 2024 with a total disburse-
ment of TSEK 11,987 (approximately TUSD 1,166).
Share Data
178,444,753
Class A shares outstanding
Maha Energy’s shares are traded on Nasdaq
Stockholm (MAHA A) with ISIN Code SE0008374383.
The Company’s registered share capital at 31
December 2024 amounts to SEK 1,962,892 repre-
sented by 178,444,753 shares (31 December 2023:
178,444,753) with a quota value of SEK 0.011. Maha’s
share capital development is found on Maha’s
corporate website, maha-enery.com.
Share statistics 2024
The final transaction price in 2024 was SEK 6.60 corresponding
to a total market capitalization of MSEK 1,178. During the year the
price of Maha’s share decreased by 32 percent. Based on data
from NASDAQ Stockholm, the highest transaction price in 2024
was SEK 10.40 on 2 and 3 January and the lowest was SEK 5.80 on
12 November. The turnover velocity (annual turnover/outstanding
shares) was 34 percent on Nasdaq Stockholm.
Dividends
The Board of Directors will propose not to pay dividends for 2025
based on 2024 results, as it anticipates that all available funds will
be invested to finance the growth of Maha’s business. The Board
of Directors will propose if dividends should be declared and paid
in the future, based on the Company’s financial position at the
relevant time.
THE SHARE
17
2024 ANNUAL REPORT
18
12
9
6
0
800,000
600,000
400,000
200,000
0
3
Mar
Feb
Apr
Jun
May
Jul
Aug
Oct
Nov
Sep
Dec
Dec
Jan
Share Price
Turnover
Share Price Development and Turnover 2024
Warrant Incentive Programs
The Company has a long-term incentive program (“LTIP”) as part of the remuneration package for management and employees. Each
warrant shall entitle the holder to subscribe one new Share in the Company at the exercise price per share.
Warrants
Incentive
Program Exercise period
Exercise
Price SEK
1 Jan
2024
Issued
2024
Exercised
2024
Expired or
Cancelled
2024
31 Dec
2024
2020
(LTIP 4)
1 June 2023 –
29 February 2024
10.9 348,331 - - (348,331) -
2021
(LTIP 5)
1 June 2024 –
28 February 2025
12.4 773,281 - - - 773,281
2021
(LTIP 6)
1 June 2023 –
29 February 2024
12.4 493,568 - - (493,568) -
2022
(LTIP 7)
1 June 2025 –
1 June 2030
20.65 678,821 - - - 678,821
2023
(LTIP 8)
18 January 2027 –
1 January 2030
8.55 - 3,236,919 - (507,752) 2,729,167
2023
(LTIP 9)
18 January 2027 –
1 January 2030
8.55 - 2,856,107 - - 2,856,107
2023
(LTIP 8)
10 July 2027 –
1 January 2030
8.55 - 2,983,043 - - 2,983,043
2023
(LTIP 9)
10 July 2027 –
1 January 2030
8.55 - 952,033 - - 952,033
Total 2,294,001 10,028,102 - (1,349,651) 10,972,452
MAHA-ENERGY.COM
19
Owner MAHA A Capital & Votes
Starboard 53,005,332 29.7%
DBO Invest S.A. 21,936,598 12.3%
Avanza Pension 4,836,324 2.7%
Akastor Asa 2,999,641 1.7%
Myrholt Tore 2,849,805 1.6%
Svein Harald Øygard 2,848,840 1.6%
Sundt AS 2,661,671 1.5%
Nordnet Pension Insurance 2,614,807 1.5%
Jonas & Maria Lindvall 2,460,884 1.4%
VR Global Partners L.P 2,151,120 1.2%
Total, 10 largest shareholders 100,341,595 56.2%
Summary, others appr 7,130 shareholders 76,574,236 42.9%
Outstanding shares 176,915,831 99.1%
Maha Energy AB 1,528,922 0.9%
Total number of shares (incl. Treasury shares) 178,444,753 100.0%
Source: Monitor by Modular Finance as per 31 December 2024. Compiled and processed data from various sources, including Euroclear, Morningstar and the Swedish Financial
Supervisory. The verification date may vary for certain shareholders.
List of Major Shareholders (as of December 31, 2024)
2024 ANNUAL REPORT
20
20
CORPORATE
GOVERNANCE
REPORT
MAHA-ENERGY.COM
21
Corporate Governance is an integral part of Maha’s foundation which guides our corporate culture,
business objectives, and enables the accommodation of stakeholder interests. Maha is committed
to delivering value to all our stakeholders (including shareholders, employees, contractors, and the
communities in which we operate) by prioritizing transparency and accountability. For Maha, strong
corporate governance ensures anticipation and mitigation of risks, as well as oversight of our
operational protocols and practices to ensure activities are undertaken in an ethical, safe, reliable,
and responsible manner.
This Corporate Governance Report has been prepared in accordance with the Swedish Companies Act (SFS 2005:551), the Annual
Accounts Act (SFS 1995:1554) and the Swedish Corporate Governance Code (the “Code”) and has been subject to a review by the
Company’s statutory auditor. It explains how Maha has conducted its corporate governance activities during 2024.
The Swedish Corporate Governance Code is based on the tradition
of self-regulation and the principle of “comply or explain”. It acts
as a complement to the corporate governance rules contained in
the Swedish Companies Act, the Annual Accounts Act, EU rules
and other regulations such as the Rulebook for Issuers and good
practice on the securities market. The Code, updated on January
1, 2024, is published on www.bolagsstyrning.se/gallande_kod,
where a description of the Swedish Corporate Governance model
can be found.
As a Swedish public company listed on Nasdaq Stockholm (under
symbol MAHA-A) Maha is subject to the Rulebook for Issuers of
Nasdaq Stockholm which can be found on www.nasdaq.com/
european-market-activity. In addition, the Company abides by
the principles of corporate governance found in several internal
and external documents to build trust in how Maha responsibly
conducts its business.
The Company is not aware of any deviations from Nasdaq Stock-
holm’s Rulebook for Issuers, recommendations from the Swedish
Securities Council, decisions from Disciplinary Committee at
Nasdaq Stockholm or statements from the Swedish Securities
Council. The Company does not report any deviations from the
Code. The report has been examined by the Company’s auditors,
please see page 98.
Maha Energy AB (publ), company registration number 559018-
9543, has its corporate head office at Eriksbergsgatan 10, 4th
floor, SE-114 30 Stockholm, Sweden and the registered seat of the
Board of Directors is Stockholm, Sweden. The Company’s website
is www.maha-energy.com.
Maha’s business model is built on the corporate governance
foundation, which aims to decrease associated risk of unethical
behavior, unclear responsibilities, and avoid potential conflicts
of interests. Maha’s Corporate Governance Framework further
strengthens and clarifies Maha’s corporate governance foun-
dation and ensures that business is conducted in a responsible
manner. Maha’s governance structure includes the Board of Direc-
tors and its committees, together with Maha’s executive team.
Shareholder Meeting
Nomination
Committee
Board Of Directors
CEO and Executive Management
Audit Ethics
& Compliance
Committee
Investment
Committee
Internal Auditors
Renumeration
Committee
HSE, Reserves
& Sustainability
Committee
Independent Reserves Auditor
External
Auditors
2024 ANNUAL REPORT
22
External and Internal governance framework
The Company observes good corporate governance practices in accordance with Swedish laws and
regulations, Maha’s Articles of Association and internal policies and procedures. The Company’s
Articles of Association do not contain any provisions for a special procedure for changing the Arti-
cles of Association. The Company issues Annual Consolidated Financial Statements and interim
reports in accordance with the International Financial Reporting Standards (IFRS), as adopted by
the EU, and Swedish Annual Accounts Act.
Maha adheres to both the internal and external rules for Corporate Governance principles, ensuring clear delineation of
individual and company responsibilities, minimizing potential risks and preventing conflicts of interest among sharehol-
ders, managers, and the Board of Directors.
Below is a non-exhaustive list of the rules and guidelines the Company follows to uphold the highest standards of
corporate governance, as well as some Maha’s backbone of governance policies that guide our entire operation.
External Corporate Governance Rules
⁄ The Annual Accounts Act
⁄ NASDAQ Stockholm’s Rulebook for Issuers
⁄ The Swedish Companies Act
⁄ Swedish Code of Corporate Governance
⁄ Statements of the Swedish Securities
Council
Internal Corporate Governance Rules
⁄ Anti-Corruption Policy
⁄ Articles of Association
⁄ Code of Conduct
⁄ Corporate Governance Policy
⁄ Health, Safety, and Environment Policy
⁄ Internal Control and Risk Management
⁄ Business Partner Code of Conduct
⁄ Authorized Signatures and Expenditure
Policy
⁄ US Recusal Policy
⁄ Remuneration Policy
⁄ Insider Policy
⁄ IT Policy
⁄ Data Privacy Policy
⁄ Procurement and Contracting Policy
⁄ Rules of Procedures for Managing
Directors, Board of Directors and
Committees
MAHA-ENERGY.COM
23
Annual General Meeting 2025
The Company’s 2025 AGM is planned to be held on 27 May 2025 in Stockholm, Sweden.
Shareholders
The Company’s shares (MAHA-A) are listed on Nasdaq Stockholm.
At year-end 2024 the share capital amounted to SEK 1,962,892.283,
represented by 178,444,753 shares. All shares represent one vote
each. On 31 December 2024, the number of shareholders was
7,139 (2023: 8,608). Of the total number of shares, foreign share-
holders accounted for approximately 79 percent. Starboard and
DBO Invest S.A. are the only shareholders with a holding in excess
of 10 percent of shares and votes, with a holding of 53,005,332
and 21,936,598 shares, respectively, representing approximately
29.70 and 12.29 percent of shares and votes, respectively. For
further information on Maha’s share, share capital development
and shareholders, see page 18 and the Company’s website.
Annual General Meeting
According to the Swedish Companies Act (2005:551), the general
meeting is the Company’s highest decision-making body. At the
general meeting, the shareholders exercise their voting rights in
key issues, such as changes to the Articles of Association, the
election of the Board of Directors and auditors, adoption of the
income statement and balance sheet, discharge from liability of
the Board of Directors, the CEO and Managing Director, the appro-
priation of profit or loss and the principles for the appointment of
the nomination committee. The Annual General Meeting (“AGM”)
must be held within six (6) months of the close of the fiscal year.
The Company calls the meeting through announcements in the
Swedish Official Gazette, the Svenska Dagbladet and the Compa-
ny’s website.
Right to attend AGMs
All shareholders who are listed in the share registry on the record
date, and who have notified the Company of their participation in
due time, are entitled to participate in the AGM. Shareholders are
entitled to exercise their respective voting rights in accordance
with the description above (item entitled “Shareholders”).
Annual General Meeting 2024
The 2024 AGM was held in Stockholm on 29 May 2024. The
AGM was attended by 22 shareholders, personally or by proxy,
representing 23.76 percent of the Company’s share capital. The
Chairman of the Board of Directors and all Board members,
including the CEO and Managing Director, were present, as well
as the Company’s auditor and a member of the Nomination
Committee for the 2024 AGM.
The submissions and resolutions passed by the 2024 AGM included the following major items:
⁄ Fabio Vassel, Paulo Thiago Mendonça, Enrique Peña,
Viktor Modigh, Richard Norris, Halvard Idland and
Svein Harald Øygard were re-elected as members of
the Board of Directors.
⁄ Paulo Thiago Mendonça was re-elected as Chairman
of the Board.
⁄ Remuneration of the Board of Directors and the
auditors.
⁄ Approval of the Company’s remuneration report.
⁄ The Board of Directors has been authorized to
resolve on repurchasing of shares in the Company.
⁄ The accounting firm Deloitte AB was re-elected as
the auditor of the Company.
⁄ The articles of association were changed to allow for
general meetings to be conducted digitally.
⁄ Authorization of the Board of Directors to resolve
upon issuance of new shares, warrants and/or
convertible debentures. The Company’s share
capital may be, with the support of the authorization,
be increased by an amount corresponding to 20
percent of the share capital and the number of
shares in the Company as of on the date the Board of
Directors make use of the authorization.
For more information about the Annual General Meeting, including the minutes, see Maha’s website.
2024 ANNUAL REPORT
24
Nomination Committee and its Function
The duties of the nomination committee include the preparation
and drafting of proposals regarding the election of members of
the Board of Directors, the chairman of the Board of Directors, the
chairman of the general meeting and auditors. The nomination
committee shall also propose fees for Board members and the
auditor. The Nomination Committee applies rule 4.1 of the Code in
its proposal for Board members. The composition of the nomina-
tion committee is publicly announced at least six months ahead
of the AGM.
The principles for the appointment of and instructions regarding
a nomination committee were adopted at the Annual General
Meeting in 2019 and have remained unchanged since then. In
accordance with these, the Nomination Committee for the 2025
AGM consists of members appointed by three (3) of the largest
shareholders of the Company based on shareholdings as of 30
September 2024 and the Chairman of the Board of Directors.
The names of the members of the Nomination Committee were
announced and posted on the Company’s website on 27 November
2024 (within the time frame of six (6) months before the 2025
AGM, as prescribed by the Code). Due to changes in ownership
structure, the nomination committee was restructured in March
2025.
The Nomination Committee for the 2025 AGM consisted of:
⁄ Rodrigo Pires, appointed by Starboard;
⁄ Luis Araujo, appointed by DBO Invest S.A.
⁄ Tore Myrholt, representing himself; and
⁄ Paulo Thiago Mendonça, Chairman of the Company’s
Board.
At the Nomination Committee’s first meeting, Rodrigo Pires was
elected as Chairman of the Nomination Committee.
The Nomination Committee Report, including the final proposals
to the 2025 AGM, shall be published on the Company’s website at
the same time the Notice of the AGM is given.
The Nomination Committee’s purpose is to produce proposals for
certain matters including, amongst others, the following (which
will be presented to the 2025 AGM for consideration):
⁄ Number of members of the Board of Directors;
⁄ Remuneration to the Chairman of the Board of Directors,
the other members of the Board of Directors and auditors
respectively;
⁄ Election of auditors;
⁄ Remuneration, if any, for committee work;
⁄ The composition of the Board of Directors;
⁄ The Chairman of the Board of Directors;
⁄ Resolution regarding the process of the Nomination
Committee 2026, if any amendments are proposed to the
Process for the 2025 AGM;
⁄ Chairman at the AGM
The work of the Nomination Committee includes evaluation of the
Board’s work, competence and composition, as well as the inde-
pendence of the members. The Nomination Committee will also
consider criteria such as the background and experience of the
Board of Directors and evaluate the ongoing work.
The Board of Directors and its work
Board of Directors’ composition
After the general meeting, the Board of Directors is the highest
decision-making body. According to the Swedish Companies Act,
the Board of Directors is responsible for the organization and
management of the company’s affairs, which means that the Board
of Directors is responsible for, among other things, establishing
targets and strategies, securing procedures and systems for
monitoring of set targets, continuously assessing the company’s
financial position and evaluating the operational management.
Furthermore, the Board of Directors is responsible for ensuring
that proper information is given to the Company’s shareholders,
that Maha’s complies with laws and regulations, develops and
implements internal policies and ethical guidelines. Moreover, the
Board of Directors is responsible for ensuring that annual reports
and interim reports are prepared in a timely matter. The Board
of Directors also appoints the Company’s CEO and Managing
Director and determines its salary and other compensation.
The members of the Board of Directors, including the Chairman
of the Board, are elected annually at the annual general meeting
for the period until the end of the next annual general meeting.
Pursuant to the Company’s Articles of Association, the Board
shall consist of not less than three (3) and not more than seven
(7) ordinary members, without any deputy members. There are no
specific stipulations in the Company’s Articles of Association on
how the Board members should be assigned or dismissed.
The Company is committed to fostering an inclusive and equi-
table environment as outlined in its ESG roadmap. As part of this
commitment, the Company aims to adopt processes that actively
promote gender diversity in the recruitment of new leaders and
board members. Additionally, it seeks to implement Diversity,
MAHA-ENERGY.COM
25
Equity, and Inclusion (DEI) initiatives tailored to its unique context
and other impactful measures. These efforts underscore the
Company’s dedication to building a diverse and representative
workforce while upholding the highest standards of corporate
governance.
In 2024, the Company’s Board consisted of 7 ordinary members,
appointed until the end of the next annual shareholders’ meeting.
Six (6) of the Directors are independent of the Company and its
executive management and two (2) of the members of the Board
who are independent of the Company and its executive manage-
ment are also independent in relation to the Company’s major
shareholders.
EVALUATION OF THE BOARD’S WORK
The Board of Directors’ work was evaluated in a structured
process conducted by a third party. The evaluation during 2024
was conducted by means of a questionnaire that each Board
member was requested to complete, in the aim of gaining an idea
about the Board members’ views on how the Board work has been
conducted and which measures can be taken to improve the Board
work as well as which matters the directors feel should be given
more attention and in which areas it could possibly be suitable
to have additional expertise on the Board. The results of this
evaluation were reported to and discussed by the Board, together
with the external consultants contracted by the Company for this
purpose. The results of this evaluation are also reported to the
nomination committee.
BOARD OF DIRECTORS 2024
The Board of Directors in Maha Energy AB consist of Paulo Thiago
Mendonça (Chairman), Fabio Vassel, Enrique Peña, Viktor Modigh,
Richard Norris, Halvard Idland and Svein Harald Øygard. For more
information about Maha’s Board of Directors, please see page 12.
RULES OF PROCEDURE
The Board of Directors’ work is governed by the approved Rules of
Procedure for Board of Directors. These Rules of Procedure have
been adopted in order to ensure that the procedures for the work
of the Board fulfil the requirements applicable by law, the Articles
of Association, applicable stock exchange rules, the Code and
good practices according to self-regulation. The Board of Direc-
tors supervises the work of the Managing Director by monitoring
the Company’s operational and financial activities. The Board of
Directors ensures that the Company’s organization, administra-
tion, and controls are properly managed. The Board of Directors
adopts strategies and goals and provides review and approval of
larger investments, acquisitions and disposals of business activi-
ties or assets. The Board of Directors also appoints the Managing
Director and determines the Managing Director’s salary and other
compensation. The Chairman of the Board of Directors supervises
the Board’s activities and is responsible for it functioning well.
The Chairman, among other things, is regularly updated on the
Company’s operations, meets with the Managing Director and is
responsible to ensure information and documentation is provided
by the Company in a manner to allow high quality discussions and
proper consideration of matters by the Board members.
The Board’s rules of procedure stipulate that, among other things, the
following topics shall be addressed during the financial year
⁄ adoption of the budget for the coming financial
year including capital budget;
⁄ adoption of the annual financial statement/
year-end report;
⁄ adoption of the annual and other reports;
⁄ adoption of quarterly interim reports;
⁄ authorization of Maha’s auditor to review Maha’s
half-year or 9-month reports;
⁄ matters pertaining to general meetings;
⁄ strategy matters;
⁄ adoption of Maha’s and the Group’s general
policies;
⁄ evaluation of the Board’s work and the work of the
managing director, respectively;
⁄ adoption of the Rules of Procedure for Board and
committees;
⁄ election of members for committees;
⁄ insurance program;
⁄ resolution on proposals and statements to the
annual general meeting; and
⁄ evaluation of systems for internal control.
2024 ANNUAL REPORT
26
The Board of Directors’ work in 2024
During 2024, the Board of Directors held thirty-five (35) meetings,
in person, via telephone or digitally, and per capsulam meetings.
Attendance for the in-person meetings is shown in the table below.
The Company’s Chief Legal Officer, Barbara Bittencourt, acted as
corporate secretary. Prior to each meeting, Board members were
provided with an agenda and written information on the matters
to be covered. Each meeting has included the possibility of
discussing without management representatives being present.
The Company’s Auditor also met at least once with the Board of
Directors or respective board audit committee.
During 2024, a significant part of the Board’s work focused on
Maha’s investment in 3R Petroleum and the merger with Enauta,
which resulted in the formation of Brava Energia. Two of Maha’s
Board members were elected to 3R Petroleum’s Board in March
2024 and actively participated in the work until the transaction
was completed at the end of July the same year. Additionally,
considerable time and resources were devoted to evaluating the
potential acquisition of indirect equity interest PetroUrdaneta in
Venezuela. The Board worked intensively to gain a deeper under-
standing of the redevelopment plan for the PetroUrdaneta fields
and closely monitored the political developments in Venezuela.
The Board has also actively overseen the advancement of Maha’s
ESG strategies, and the pillars established for the Company, along
with the objectives outlined in the ESG roadmap. In the first quarter
of 2024, the Board approved a strategic framework for integrating
ESG into Maha’s newly restructured portfolio. This framework,
developed through extensive analysis and discussions during
2024, remains a key focus and will continue into 2025 to ensure
the effective implementation and alignment of ESG goals with the
company’s long-term strategic objectives.
Board Member
Board
Attendence
Audit, Ethics and
Compliance Committee
Attendance
Remuneration
Committee
Attendance
HSE, Reserves and
Sustainability Committee
Attendance
Paulo Mendonça (Chairman) 35/35 1/2 0/2
Halvard Idland 35/35 4/5
Enrique Peña 35/35 5/5
Viktor Modigh 35/35 5/5 2/2 2/2
Richard Norris 35/35 4/5 2/2
Svein Harald Øygard 35/35 2/2
Fabio Vassel 34/35
*It is important to highlight that despite Mr. Paulo Mendonça’s absence on some board committees’ meetings, he remained actively involved by participating in informal meetings
and discussions with the other committees’ members.Through these engagements, Mr. Paulo Mendonça contributed meaningfully to addressing all relevant matters and ensuring
continuity in the committees’ work.
Board Committees
In order to increase the efficiency of its work and enable a more
detailed analysis of certain matters, the Board of Directors has
formed four (4) committees, including: Audit, Ethics & Compli-
ance Committee; Remuneration Committee; HSE, Reserves and
Sustainability Committee; and Investment Committee. Committee
members are appointed by the Board of Directors within the Board
members at the statutory Board meeting held after the AGM for
the period up to and including the next AGM. The Committee’s
duties and authorities are governed by the committees’ rules of
procedure and instruction. The committee perform monitoring
and evaluations, resulting in recommendations to the Board of
Directors, where all decision-making takes place.
AUDIT, ETHICS & COMPLIANCE COMMITTEE
The Audit, Ethics & Compliance Committee is a supervisory and
preparatory body within the Board of Directors of Maha. The Audit,
Ethics & Compliance Committee shall ensure compliance with
the Board of Director’s monitoring responsibilities pertaining to
audit and financial reporting, risk management and assessing
the efficiency of the Company’s internal controls over financial
reporting. The Audit, Ethics & Compliance Committee shall
thereby contribute to sound and regular financial reporting to
ensure the market’s trust in Maha. The Audit, Ethics & Compliance
Committee shall furthermore regularly liaise with the Company’s
external auditors as part of the annual audit process and review
their fees, as well as the auditors’ qualifications, independence
and impartiality. The Audit, Ethics & Compliance Committee also
assists the Nomination Committee with proposals for resolutions
on the election and remuneration of the auditor. The Audit, Ethics
& Compliance Committee shall also ensure that good communica-
tion is maintained between the Board and the external auditor(s).
In line with the functions and responsibilities of the Audit, Ethics
& Compliance Committee, this Committee held multiple meetings
with the external auditors throughout the year, including sessions
conducted without the presence of management.
MAHA-ENERGY.COM
27
The Audit, Ethics & Compliance Committee is also responsible for
overseeing the development, implementation, and effectiveness
of the ethical culture at Maha. The Audit, Ethics & Compliance
Committee shall thereby, in particular, annually review and approve
all compliance policies, ensure high standards of governance
regarding ethical conduct, review the effectiveness of the compa-
ny’s ethical governance framework, monitoring and responding to
ethics/whistleblower reports overseeing the impartiality of inves-
tigations into allegations of misconduct or breaches of ethics and
compliance standards, ensuring appropriate corrective actions
are taken and recommend improvements, and identify, assess,
and mitigate ethics and compliance risks across the organization.
The members of the Audit, Ethics & Compliance Committee are
Enrique Peña (Chairman), Halvard Idland, Richard Norris and Viktor
Modigh. The Committee convened five (5) times during 2024.
REMUNERATION COMMITTEE
The Remuneration Committee is a preparatory body within the
Board of Directors with the main duties to prepare resolutions
to be adopted by the Board of Directors pertaining to matters
regarding remuneration principles, remuneration and other terms
of employment for executive management; monitor and eval-
uate current and during the year finalized programs for variable
compensations for the executive management, and monitor and
evaluate the compliance with the guidelines for remuneration for
the executive management which the general meeting shall adopt,
and applicable remuneration structures and remuneration levels
within the Company. The work of the Remuneration Committee is
governed by established rules of procedures that have been set by
the Board of Directors.
The members of the Remuneration Committee are Paulo
Mendonça (Chairman), Viktor Modigh and Svein Harald Øygard.
The Committee convened two (2) times during 2024.
HSE, RESERVES AND
SUSTAINABILITY COMMITTEE
The HSE, Reserves, and Sustainability Committee has a broad
range of responsibilities essential to ensuring Maha meets its
commitments to health, safety, environmental, and sustainability
standards, as well as the accurate evaluation of reserves. Its key
duties include reviewing and monitoring health, safety, and envi-
ronmental policies and activities to ensure compliance with rele-
vant laws and industry standards. The Committee also reviews
incidents of non-compliance and makes recommendations to
address any issues effectively.
In addition, the Committee oversees the evaluation of oil and
natural gas reserves, including assessing the qualifications
and independence of external reserve auditors, supervising the
reserves audit process, and reviewing key inputs and disclosure
requirements to ensure all processes meet regulatory expecta-
tions. On sustainability, the Committee helps shape ESG strate-
gies, identifies risks and opportunities, ensures the reliability of
data, and supports ESG reporting to align with both internal goals
and external requirements. Regular updates are provided to the
Board to maintain alignment with Maha’s broader strategic and
governance objectives.
The members of the Remuneration Committee are Richard Norris
(Chairman), Paulo Mendonça and Viktor Modigh. The Committee
convened two (2) times during 2024.
INVESTMENT COMMITTEE
The Investment Committee plays a key role in Maha’s gover-
nance structure, to ensure a thorough and structured evaluation
of proposed investments. The Committee is responsible for
analyzing and approving investments of up to 5% of the Compa-
ny’s cash balance at the time of the investment, with a maximum
limit of USD 5 million. For investments exceeding these thresh-
olds, the Investment Committee prepares detailed analyses and
recommendations for final approval by the Board. This structure
allows the Committee to maintain oversight and ensure invest-
ments align with Maha’s financial strategy and risk management
framework, while preserving the Board’s ultimate authority over
significant financial decisions.
The members of the Investment Committee are Paulo Mendonça,
Halvard Idland, Svein Harald Øygard and Viktor Modigh. Replace
with: In addition, CEO & CFO Roberto Marchiori (Chairman) are
members of the Investment Committee. Previous CEO Kjetil
Solbraekke was also a member of this committee in 2024. The
Committee did not convene during 2024, after investing in 5% of
3R Petroleum shares.
Remuneration of
Board of Directors members
The remuneration of the Chairman and other Board of Directors’
members follows the resolution adopted by the AGM. The Board
of Directors members are not employed by the Company and, as
a result, do not receive any salary from the Company. The EGM in
September 2023 resolved, in accordance with the proposal of the
Nomination Committee, on an incentive program for the members
of the Board of Directors through issuance of warrants entitling to
subscription of new shares in the Company. During 2024, board
directors were allotted warrants under this program.
The 2024 AGM resolved that remuneration of the chairman of the
Board of Directors shall be TSEK 415 per annum and of the other
members TSEK 300 per member per annum. Remuneration is not
paid for the service of the Boards or directors of subsidiaries. The
annual fee for Board committee members of the Audit, Ethics &
Compliance Committee, Remuneration Committee, and the HSE,
Reserves, and Sustainability Committee is TSEK 40 per committee
assignment. The annual fee for the chairman of the of the Audit,
2024 ANNUAL REPORT
28
Ethics & Compliance Committee, Remuneration Committee, and
the HSE, Reserves, and Sustainability Committee is TSEK 60.
Further, if a member of the Board of Directors, following a resolu-
tion by the Board of Directors, performs tasks which are outside
the regular Board of Directors work, separate remuneration will
apply, based on the company’s Remuneration Policy and in accor-
dance with resolution at the AGM 2023.
No remuneration is provided for members of the Investment
Committee for their services. Their participation and contribu-
tions are regarded as part of their broader responsibilities as
Board members or executives, underscoring Maha’s commitment
to effective governance and the responsible management of
company resources.
Management
The executive management in Maha during 2024 has consisted
of (i) the Chief Executive Officer and Managing Director Kjetil
Solbraekke (stepped down in March 2025), (ii) the Chief Financial
Officer Guilherme Guidolin de Campos, until he stepped down
14 May 2024 and was succeeded by Roberto Marchiori, (iii) the
Chief Operating Officer Javier Gremes Cordero until he stepped
down 10 September 2024; and (iv) the Chief Legal Officer Barbara
Bittencourt.
The Board of Directors has adopted an instruction for the Managing
Director which clarifies the responsibilities and authority of the
Managing Director. According to the instructions, the Managing
Director shall provide the Board of Directors with decision data to
enable the Board of Directors to make well-founded decisions and
with documents to enable it to continually monitor the activities
for the year.
The Managing Director is responsible for the day-to-day business
of the Company and shall take the decisions needed for developing
the business – within the legal framework, the business plan, the
budget and the instruction for the Managing Director adopted by
the Board of Directors, as well as in accordance with other guide-
lines and instructions communicated by the Board of Directors.
The Board evaluates the work of the Chief Executive Officer.
The Board examines this issue formally at least once a year, and
without any member of the executive management present during
this evaluation process.
Remuneration for Management
At the AGM 2023 it was resolved to adopt a policy for remuneration
and other employment conditions for the Executive Management,
which is available at the Company’s website. For additional infor-
mation on Board of Directors’ member and Executive Manage-
ment compensation, please refer to Note 29 of the Financial State-
ments, as well as the Company’s Remuneration Report available at
the Company’s website.
External Auditors
At the 2024 AGM and for the period until the conclusion of the
next Annual General Meeting, Deloitte AB was elected as Maha’s
independent auditor. The Auditor in charge is Andreas Frountzos.
Financial Reporting and Internal Controls
The Board of Directors has the ultimate responsibility for internal
controls over financial reporting. Maha’s processes of internal
control, regarding financials reporting, is designed to mini-
mize risks involved in financial reporting process and ensure
a high level of reliability in the financial reporting. Furthermore,
internal control’s framework ensures compliance with applicable
accounting requirements and other disclosure requirements that
Maha is required to meet as a publicly listed company
INTERNAL CONTROLS
While the Board of Directors (with assistance from the Audit,
Ethics & Compliance Committee), in accordance with the Swedish
Companies Act, has the ultimate responsibility for the internal
controls over the Company’s financial reporting; front line respon-
sibility for such is with the CEO and CFO under the approved
Instructions for Financial Reporting and the Instructions to
Managing Director.
In line with listed companies of similar size in the oil and gas sector,
Maha upholds a robust internal control framework for financial
reporting, aimed at reducing the risk of inaccuracies and ensuring
strong reliability and adherence to relevant accounting standards.
The Company’s CFO and CEO continually work on improving the
financial reporting process through evaluating the risk of errors in
the financial reporting and related control activities.
Control activities include close monitoring and approval by the
Company’s executive team, in line with the authorization guidelines
of invoices, other payables, contracts and legal commitments, and
other financial and treasury activities in relation to the oil and gas
operations of the Company in Brazil, Oman (under divestment),
Venezuela and the United States. The purpose of these activities
is to ensure and monitor that control activities are in place for the
areas of identified risks related to financial reporting and poten-
tially fraudulent activities.
The Audit, Ethics & Compliance Committee, the CFO, and the CEO
follow up on the compliance and effectiveness of the Company’s
internal controls to ensure the quality of internal processes is
appropriate and develop controls as considered necessary.
INFORMATION AND COMMUNICATION
The Board of Directors has adopted an Information and Commu-
nication Policy for the purpose of ensuring that the external
information is correct and complete. There are also instructions
regarding information security and how to communicate financial
information.
MAHA-ENERGY.COM
29
MONITORING
Both the Board of Directors (with assistance from the Audit, Ethics
& Compliance Committee) and the Company’s management
follow up on the compliance and effectiveness of the Company’s
internal controls to ensure the quality of internal processes. The
Audit, Ethics & Compliance Committee ensures and monitors
that adequate controls are in place for the identified areas of
risk related to financial reporting activities. For this purpose, an
independent consultant reporting directly to the Audit, Ethics &
Compliance Committee is engaged in monitoring and test effec-
tiveness of internal controls.
INTERNAL AUDITING
In accordance with the Code, the Board of Directors annually eval-
uates the need for a separate internal audit function. Maha does
not have an internal audit function within the organization. Instead,
to ensure the robustness and effectiveness of its internal controls,
the Company has engaged a third-party provider to conduct a
comprehensive review of internal controls and processes.
This review encompasses all critical areas of the organization,
including finance, governance, administration, risk manage-
ment, information technology, human resources, procurement,
accounting, tax, and other relevant functions. By leveraging
external expertise, Maha ensures an independent and thorough
evaluation of its internal controls. The Board considers this
approach effective and appropriate for the Company’s current
structure and operations.
The Board of Directors
Readers are referred to page 12 in this Annual Report for details on
the Company’s Board of Directors and Management team.
The Auditor’s Report on the Corporate Governance Statement can
be found in this Annual Report on page 98.
30
ADMINISTRATION
REPORT
MAHA-ENERGY.COM
31
The Board of Directors and the Managing Director of Maha Energy AB (publ) (“Company” or “Maha”)
with Company Registration Number 559018-9543, hereby report the Company’s Annual Report
covering the period 1 January 2024 until 31 December 2024, and the associated consolidated
Financial Report for the same period. This report is a review of Maha results and management’s
analysis of its financial performance for the same period.
The consolidated financial statements included in this Annual
Report have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) as issued by the Interna-
tional Accounting Standards Board (“IASB”) and adopted by the
European Union (EU).
Significant accounting policies used are set out in Note 2 to the
financial statements. All amounts are expressed in thousands
of United States Dollars (TUSD), except in the Parent Company
Annual Report where all amounts are expressed in thousands of
Swedish Krona (TSEK), unless otherwise indicated.
Corporate Structure
Corporate structure as of 31 December 2024:¹:
Administration
Report
Maha Energy
Finance
(Luxembourg)
SARL
Luxembourg
100%
Maha Energy
(Oman) Ltd.
(Oman Branch)
Oman
Maha Latam
Operacionies
C.A.
Venezuela
99%
Maha Energy
Services LLC
USA
100%
Maha Energy
(Oman) Ltd.
Cyprus
100%
Maha
Energy Inc.
Canada
100%
Maha Energy
1 (Brazil) AB
Sweden
100%
Maha Energy
2 (Brazil) AB
Sweden
100%
Brava Energia
S.A.
Brazil
4.76%
100%
Maha Energy
BRZ Ltda
Brazil
0.1% 99.9%
Maha Energy AB (publ)
Sweden
Subsidiaries
Branches
Investments or minority equity interest
Acquired or Incorporated in 2024
Maha Energy
Latam S.L
Spain
100%
Maha Energy
Finance
(Luxembourg)
SARL
Sverige(Sweden)
100%
Maha Energy
(US) Inc.
United States
Maha Energy
(Indiana) Inc.
United States
100%
100%
2B Ametrino
AB
Sweden
7.69%
2024 ANNUAL REPORT
32
Investment in Brava Energia S.A.
During the first quarter of 2024, Maha acquired 12,019,184
shares, corresponding to 5% of Brava Energia’s corporate capital
(previously named 3R Petroleum by the time of the acquisition),
for an aggregate consideration of approximately TUSD 69,194.
In connection with the announcement, Maha published an open
letter detailing its objectives with the investment and outlining the
initiation of a consolidation plan within the Brazilian oil market.
In the second quarter of 2024, it was announced that Enauta, 3R
Petroleum and Maha had signed definitive documents regarding
the merger of Enauta shares into 3R Petroleum and the roll-up
of Maha’s 15% investment in 3R Offshore into 3R Petroleum, in
exchange for shares corresponding to 2.17% of the combined
entity resulting from the merger of Enauta’s and 3R Petroleum (i.e.,
Brava Energia).
As a result of such roll-up transaction closing, in the third quarter
of 2024 Maha received 10,081,840 common shares issued by
Brava Energia. Consequently, added to the shares acquired by the
Company during the first quarter of 2024, Maha held as per end
of 2024 approximately 22 million shares of Brava Energia, corre-
sponding to 4.76% of its total shares.
Developments in PetroUrdaneta
Negotiations
In March 2024, Maha signed the definitive agreements and paid
EUR 4.6 million, concluding another important step for the acqui-
sition of indirect equity interest in the Venezuelan oil company
PetroUrdaneta from Novonor. The agreements granted Maha
exclusive rights to acquire 60% of Novonor’s Spanish vehicle that
holds 40% equity interest of PetroUrdaneta, an O&G joint venture
company operating in Venezuela.
In December 2024, Maha announced that Mesas Técnicas discus-
sions between PetroUrdaneta, Maha (potential Partner B), and
CVP (Partner A, a PDVSA subsidiary) had commenced to reach
a mutual understanding and agreement on the re-development
plan for the PetroUrdaneta fields. A kick-off meeting took place in
December 2024, with the goal of concluding these discussions by
the end of the first half of 2025. The Mesas Técnicas discussions
progressed faster than initially anticipated and the technical work
was already completed by February 2025.
The completion of the transaction is contingent on different
conditions, which included (i) the approval by the Venezuelan Oil
Minister of the proposed Change of Control of PetroUrdaneta’s
Partner B (i.e., OE&P), which occurred in September 2024; and (ii)
the successful negotiation of the relevant operational and collab-
oration agreements for the redevelopment of PetroUrdaneta’s
fields.
As with all of its engagements, with respect to its activities
involving Venezuela and PetroUrdaneta, Maha remains committed
to compliance with all applicable laws and regulations, robust due
diligence and transparency in its activities. This includes discus-
sions and/or requests for licenses from relevant authorities.
Maha’s contractual right to conclude the transaction remains in
force until November 2025.
Divestment of Maha Energy (Oman) Ltd
In Q4 2023, Maha agreed to sell its subsidiary Maha Oman,
holding a 65% interest in Block 70, to Mafraq Energy LLC, which
will handle all future operational costs from December 1, 2023.
Maha will receive TUSD 2,000 at the closing date and additionally
up to TUSD 12,000 earnout based on production. The sale and
purchase agreement (SPA), signed in January 2024, relieves Maha
of all related liabilities. The transaction is subject to certain condi-
tions precedent. Oman operations were reclassified in December
2023 as assets held for sale and discontinued operations, with a
TUSD (25,233) impairment loss.
Financial Results Review
MAHA-ENERGY.COM
33
Financial Results
Revenue from continuing operations stood at TUSD 8,492,
reflecting an increase from the previous year’s TUSD 5,226,
attributed to higher sales volumes, despite lower realized oil
prices. Similarly, operating netback from continuing operations
increased to TUSD 4,417, compared to TUSD 2,197 in the previous
year, representing an increase of 101%.
EBITDA from continuing operations showed a negative value
of TUSD (4,791), in comparison to TUSD (3,900) in the previous
year. Despite the enhancement of the revenues, the main impact
was G&A and compensation for Other income/(Expense) in the
exercise.
However, amidst these fluctuations, Maha Energy managed
to improve the net result from continuing operations to TUSD
(32,565), marking an improvement from the previous year’s TUSD
(33,953).
In discontinued operations, the net result was TUSD 16,997,
compared to TUSD (27,198) in the previous year.
Earnings per share (basic and diluted) were recorded at TUSD
(0.19), showing a increase from TUSD (0.21) in the previous year.
Maha Energy closed the year with a total cash balance of TUSD
10,050 on December 31, 2024, including restricted cash of TUSD
1,115. The decrease from the previous year’s cash balance of
TUSD 131,119 mainly arises from the acquisition of shares in
Brava Energia (previously 3R Petroleum), for an aggregate consid-
eration of approximately TUSD 69,194, and the repayment of all
outstanding bank debts during the year. Maha is now a debt free
company.
Regarding reserves, Maha’s gross reserves before income tax in
the Illinois Basin, USA, amounted to 2.63 million barrels of oil of
proven and probable reserves (2P) as of December 31, 2024.
Production
Production volumes are equivalent to Maha’s working interest of
produced volumes before the deduction of royalties. The Compa-
ny’s continuing operations are related to the oil and gas assets in
the Illinois Basin. Average daily production volumes in the Illinois
Basin for 2024 increased 67% when compared to the last year due
to the launch of three new production wells from the 2023 drilling
program in January 2024. In addition, three new production wells
in the 2024 drilling program were put in production at the end of
Q3 2024.
Production 2024 2023
Total delivered Oil & Gas (BOE) 120,052 212,387
Daily Volume (BOEPD) 328 2,350
Continuing Operations
Delivered Oil (Barrels) 120,052 71,804
Daily Volume (BOEPD) 328 197
Discontinued Operations
Delivered Oil (Barrels) - 124,029
Delivered Gas (MSCF) - 99,324
Daily Volume (BOEPD) - 340
Revenue
In 2024, total revenue from continuing operations from Illinois
Basin that amounted to TUSD 8,492, marking a 62% increase from
TUSD 5,226 in the previous year. This increase correlates with a
67% increase in sales volumes, despite lower realized oil prices.
Revenue stems from the transfer of goods, particularly oil produc-
tion in the USA - Illinois, with consideration specified in contracts,
net of discounts and sales taxes.
Performance obligations are fulfilled upon the transfer of control
of the product to the customer at the agreed delivery point. The
company’s primary customer accounts for 100% of consolidated
gross sales, with no intercompany sales or purchases of oil and
gas during the year.
Additionally, no contract assets or liability balances were present
during the year. Crude oil realized prices in the Illinois Basin are
based on West Texas Intermediate (WTI) price, less a discount of
approximately $3/bbl. Further revenue details can be found of the
Consolidated Financial Statements.
DAILY PRODUCTION AND TOTAL PRODUCTION
(BOEPD | BBL)
197
328
20242023
Daily Production Total Production
71,804
120,052
2024 ANNUAL REPORT
34
(TUSD, unless otherwise noted) 2024 2023
Oil and Gas revenue 8,492 14,275
Continuing Operations 8,492 5,226
Discontinued Operations - 9,049
Combined Sales volume (BOE) 117,237 279,726
Oil realized price (USD/BBL) 72.43 72.31
Gas realized price (USD/MSCF) - 1.15
Oil Equivalent realized price
(USD/BOE)
72.43 51.03
Reference price – Average Brent
(USD/BBL)
80.82 82.47
Reference price – Average WTI
(USD/BBL)
76.55 77.64
Royalties
Royalties, settled in cash and calculated based on realized prices
before discounts, experienced an increase in expense. Royalty
expenses related to continuing operations increased by 49%
for 2024 compared 2023. This increase aligns with the higher
revenue observed during the same year, indicating a consistent
trend across financial metrics..
(TUSD, unless otherwise noted) 2024 2023
Total Royalties 1,891 2,044
Total Per unit (USD/BOE) 16.13 7.31
Royalties as a % of revenue 22.3% 14.3%
Continuing Operations 1,891 1,268
Royalties as a % of revenue 22.3% 24.3%
Discontinued Operations - 776
Royalties as a % of revenue 0.0% 8.6%
Production Costs
Production costs for continuing operations increased by 24% in
2024 compared to 2023. This is a slight increase when compared
with the 67% increase in volume production, indicating that the
operations procedures were efficient, and costs did not increase
proportionally to production growth. This led to a significant
reduction in production expenses per barrel, from 25 USD/bbl to
18 USD/bbl (28% decrease) compared to 2023.
(TUSD, unless otherwise noted) 2024 2023
Operating costs 2,184 3,058
Transportation costs - 221
Total Production costs 2,184 3,279
Per unit (USD/BOE) 18.63 11.72
Continuing Operations
Total Production costs 2,184 1,761
Per unit (USD/BOE) 18.63 25.05
Discontinued Operations
Operating costs - 1,297
Transportation costs - 221
REVENUE AND REALIZED PRICE
TUSD | USD/BBL
20242023
Oil & Gas Revenue Realized Price Average WTI
77.64
76.55
72.31
72.43
1,761
2,184
PRODUCTION COSTS AND OPEX/BBL
TUSD | USD/BBL
20242023
Production Expenses OPEX/BBL
25
18
MAHA-ENERGY.COM
35
Netback
Operating netback is a non-GAAP financial metric used in the oil
and gas industry to compare internal performance with industry
peers and is calculated as revenue deducted from royalties and
production costs. The operating netback in 2024 was 101% higher
than 2023 mainly due to increased sales volumes.
(TUSD, unless otherwise noted) 2024 2023
Total Operating Netback 4,417 8,952
Netback (USD/BOE) 37.68 32.00
Continuing Operations
Total Operating Netback 4,417 2,197
Netback (USD/BOE) 37.68 7.85
Discontinued Operations
Total Operating Netback - 6,755
Netback (USD/BOE) - 24.15
Depletion, depreciation,
and amortization (“DD&A”)
The depletion rate, calculated on proved and probable oil and
natural gas reserves, considers future development costs. Deple-
tion expense is calculated on a unit-of-production basis, fluctu-
ating based on capital spending and reserves additions. For the
full year of 2024, DD&A expense increased by 63%, totaling TUSD
3,086 (average depletion rate of USD $26.32 per BOE), compared
to TUSD 1,898 (average depletion rate of USD $26.22 per BOE) in
2023. The increase in the depletion expense is primarily due to
higher production volumes.
(TUSD, unless otherwise noted) 2024 2023
DD&A 3,086 1,851
DD&A (USD/BOE) - Continuing operation 26.32 6.56
Continuing Operations 3,086 1,836
Discontinued Operations - 15
General and Administration expenses (“G&A”)
General and administration (“G&A”) expenses are indirect corpo-
rate costs that are associated with running a business. Recurring
G&A of TUSD 5,384 increased in 2024 compared to 2023, mainly
explained by the exclusion of TUSD 7,140 in 2023 related to discon-
tinued operations in Brazil and Oman.
Additionally, some expenses related to Brazil operations, which
were classified as discontinued operations in 2024 due to the
Brava Energia roll-up, were recorded as recurring G&A by Maha
from the third quarter of 2024 onwards. This is because these
expenses were transferred to Maha BRZ through a spin-off.
Non-recurring G&A expenses were mainly related to extraordi-
nary consultants and legal fees related to the exploration of new
business opportunities, and potential M&A Transactions, among
others.
Moreover, there was a reduction in the portion of G&A costs allo-
cated to capital expenditure (capex) and operational expenditure
(opex) due to the divestment of assets that previously absorbed
these costs
(TUSD, unless otherwise noted) 2024 2023
Total G&A 11,028 12,157
Continuing Operations 8,196 5,017
Discontinued Operations 2,832 7,140
2,197
4,417
OPERATING NETBACK AND NETBACK/BBL
TUSD | USD/BBL
20242023
Operating Netback Netback/BBL
8
38
ADJUSTED G&A
TUSD | USD/BBL
20242023
Recurring Non Recurring
12,157
11,028
4,362
2,812
7,795
8,216
2024 ANNUAL REPORT
36
Foreign currency exchange gain or loss
During the entirety of 2024, the net foreign currency exchange
loss totaled TUSD (1,215), compared to a gain of TUSD 319 in
2023. These fluctuations arise upon settlement of transactions
denominated in foreign currencies. Notably, the foreign exchange
gain for the year is attributed to the Swedish Krona bank accounts
held by the parent company, which operates with US dollars as its
functional currency. During the year, the Swedish Krona weakened
against the US dollar ending at 11.07.
Other income
In 2024, the Company recorded other income totaling TUSD 1,164,
compared to TUSD (1,356) in 2023.
Finance income and costs and changes in
fair value of financial investments
Finance income decreased to TUSD 3,000 (2023: TUSD 8,155) due
to the amortization of 3R Offshore debentures.
The main changes in the financial instruments are related to
the investment in Brava Energia. Brava’s shares were origi-
nally acquired at an average price of BRL 28.52 (approximately
USD 5.77) in Q1 2024. In the end of July 2024, Maha received
10,081,840 common shares issued by Brava Energia, which price,
as per the closing documents of the transaction, was calculated
to be BRL 29.78 per share (approximately USD 5.26). By the end of
the year, the shares experienced significant fluctuations, reaching
the price of BRL 23.52 (approximately USD 3.80), which, along with
the exchange rate variation between the Brazilian Reais and the US
Dollars, resulted in an unrealized net loss during the year of TUSD
(38,714).
Finance costs decreased throughout 2024, amounting to TUSD
4,198 (2023: TUSD 7,034). This reduction can be attributed to the
repayment of the Company’s debt.
Income Taxes
The Company did not record a current tax expense for 2024
(2023: nil).
Exchange differences on translation
of foreign operations
The Company operates with US Dollars as its presentation
currency, consequently, the variances in translation from foreign
operations are documented within other comprehensive income.
Exchange differences pertaining to the translation of foreign oper-
ations, as outlined in the Statement of Comprehensive Earnings,
for the entirety of 2024, amounted to TUSD (3,535), contrasting
with TUSD (7,772) in 2023.
Balance sheet
All balance sheet items relating to the discontinued operations
have been reclassified as assets held for sale and liabilities held
for sale.
Non-current assets
Property, plant and equipment (“PP&E”) amounted to TUSD 15,184
(2023: TUSD 14,988).
Exploration and evaluation expenditure amounted to nil (2023:
nil) since both Oman and Maha Brazil Transaction divestments
occurred during 2023.
Investment in Associate amounted to nil, compared to TUSD
34,985 in 2023, due to the divestment of Maha Energy Holding
Brasil Ltda., in the context of the roll-up of Brava Energia shares.
Other long-term assets totaled TUSD 6,256 (2023: TUSD 9,134).
This primarily consists of a debenture with 3R Offshore amounting
to TUSD 3,483, the call-option for PetroUrdaneta acquisition on the
amount of TUSD 4,983, along with an investment in 2B Ametrino
AB in 2023 worth TUSD 1,067.
Regarding the Restricted Cash, please refer to the commentary on
its Current and Non-Current classification in the following section.
MAHA-ENERGY.COM
37
Current assets
In 2023, Maha announced the potential divestment of Maha Oman,
classifying the asset as held for sale.
Prepaid expenses and deposits totaled TUSD 207 (2023: TUSD
561), mainly comprising operational and insurance expenditures.
Crude oil inventories decreased to TUSD 186 (2023: TUSD 215)
due to oil inventory in the USA.
Accounts receivable amounted to TUSD 1,269 (2023: TUSD 1,092).
The Company’s restricted cash balance of TUSD 1,115 serves as
collateral for certain financial commitments and contingent liabil-
ities related to the Maha Brazil Transaction.
Cash and cash equivalents, including restricted cash, reached
TUSD 10,050 (2023: TUSD 131,119), primarily impacted by the
acquisition of shares in Brava Energia (previously 3R Petroleum),
for an aggregate consideration of approximately TUSD 69,194, and
the repayment of Company’s debts.
Non-current liabilities
As of 31 December 2024, the Company is debt free, due to repay-
ment of all its bank debts. Therefore, the balance for the bank debt
amount to nil, compared to TUSD 11,879 in 2023.
The decommissioning provision amounted to TUSD 479 (2023:
TUSD 539) and relates to future site restoration obligations.
Besides the additional provision setup for the new wells drilled in
the Illinois Basin, a decrease occurred due to Maha Brazil Trans-
action sale.
The lease commitments amounted to TUSD 318 (2023: TUSD 494)
and is related to Brazilian office.
Current liabilities
Liabilities held for sale are related to divestment of Maha Oman as
described in the report above. Bank Debt amounted to nil (2023:
TUSD 22,500) in Current Liabilities, as the explanation mentioned
in non-current liabilities.
Accounts payable amounted to TUSD 828 (2023: TUSD 3,017).
Continuing operations liabilities were mainly in line with the
comparative period2023 and accrued liabilities amounted to
TUSD 256 (2023: TUSD 736). Current portion of the lease commit-
ment amounted to TUSD 99 (2023: TUSD 104).
EBITDA
EBITDA declined to TUSD (4,791), in comparison with TUSD
(3,900) in 2023. Despite the enhancement of the revenues, the
main impacts were related to G&A and compensation for other
income/(Expense) in the period, as well as the exclusion of TUSD
7,140 in 2023 related to discontinued operations in Brazil and
Oman. EBITDA is a non-IFRS financial measure and is reconciled
as follows:
EBITDA (TUSD) 2024 2023
Operating result (9,650) (7,876)
DD&A 3,086 1,836
Impairment/Write-off 558 2,459
Foreign currency exchange 1,215 (319)
EBITDA (4,791) (3,900)
Result
The net result from continuing operations for 2024 amounted
to TUSD (32,565) (2023: TUSD (33,953)), representing negative
earnings per share of (0.19) (2023: USD (0.21)). This was mainly
due to the unrealized loss of TUSD (38,714) on investment in Brava
Energia shares.
3,900
4,791
EBITDA (TUSD)
20242023
2024 ANNUAL REPORT
38
Financial position
Liquidity and capital resources
The Company’s capital structure includes shareholders’ equity of
TUSD 119,735 (31 December 2023: TUSD 154,825).
The Company’s restricted cash balance of TUSD 1,115 refers to
certain financial commitments and contingent liabilities depos-
ited in an escrow account related to Maha Brazil transaction.
In October 2024, approximately TUSD 4,900 held in the escrow
account was released in exchange for a bank guarantee.
Net Debt (net cash) (TUSD) 2024 2023
Bank Debt (non-current) - 11,879
Bank Debt (current) - 22,500
Restricted Cash (1,115) (42,830)
Cash and Cash Equivalents (8,935) (88,289)
Total Net Cash Balance with
restricted Cash
(10,050) (96,740)
Brava shares 84,043 -
3R Offshore Debentures 3,483 7,833
Liquid investments 87,526 7,833
Total net cash + Liquid investments 97,576 104,530
During 2024, the bank loans were fully repaid. By the end of the
year Maha is a debt free company.
Investments
Net cash flows used in investing activities totaled TUSD 81,453,
primarily driven by Capex investments, mainly related to Illinois
Basin and the acquisition of Brava’s shares in Q1 2024.
Related Party Transactions
There have been no significant changes in related party transac-
tions compared to previous years.
Share Buy-back Program
On 12 August 2024, the Board of Directors decided, based on
the authorization granted by the annual general meeting on 29
May 2024, to initiate a share buy-back program. According to the
guidelines for the program, purchases could be made at one or
several occasions during the period as from 13 August 2024 until
the next annual general meeting. During the third quarter of 2024
Maha repurchased 1,528,922 shares (corresponding to 0.86% of
outstanding shares), which is also the number of shares held in
treasury as of 31 December 2024. For the complete repurchase
authorization, please refer to Maha’s website, www.maha-energy.
com.
Dividend
The Board of Directors proposes that no dividends will be paid
for the 2024 financial year. Furthermore, the board of Directors
proposes that the unrestricted equity of the Parent Company of
TSEK 604,084,252 including the net result for the year of TSEK
309,662 be brought forward as follows:
SEK
Dividend -
Carried forward 604,084,252
Total - SEK 604,084,252
MAHA-ENERGY.COM
39
Risk Management
The Company is engaged in the exploration, development and production of oil and gas and its operations are
subject to various risks and uncertainties which include but are not limited to those listed below. The risks and
uncertainties below are not the only ones that the Group faces. Additional risks and uncertainties not presently
known to the Company or that the Company currently considers immaterial may also impair the business and
operations of the Company and cause the price of Maha’s shares to decline.
A detailed analysis of Maha’s financial risks and mitigation of those risks through risk management are detailed
in Note 20.
Non-financial risks
VOLATILITY IN OIL
AND GAS COMMODITY PRICES
The demand for oil, natural gas and other petroleum products are
dependent on the global economy. In addition, the economic situa-
tion on the global market affects the Company’s business, results
and financial position. Numerous factors affect, and will continue
to, the marketability and price of oil and natural gas acquired or
discovered by the Company.
Prices for oil and natural gas are subject to large fluctuations
depending on a variety of factors. These factors include, but
are not limited to political, social or economic instability and
geopolitical developments, for example, the war in Ukraine and
Middle East, governmental regulation, risks of supply disruption,
natural disasters, terrorist attacks, the availability of alternative
fuel sources, currency fluctuations, changes in interest rates,
downturns in the economy, natural disasters, trade restrictions,
increased protectionism or pandemics, and uncertainty about
future economic prospects.
Furthermore, continued and/or heightened tensions related to
Russia’s invasion of Ukraine, and sanctions imposed by third
countries, can significantly affect the global economy negatively
and there is a risk that the general outlook for oil and gas prices
will be volatile and impacted by the duration and severity of the
conflict, the extent to which Russian exports are reduced by sanc-
tions, and the timing and ability of producers and governments to
replace reduced supply.
In addition, in recent years the Organization of Petroleum Exporting
Countries (“OPEC”) and associated countries have, from time to
time, agreed to voluntary production limitations, and Oman has
in the past participated in such agreements. If Oman agrees to
voluntary production limitations this may have an adverse effect
on the Company’s potential earn-out related to future oil and gas
production and sales from Oman.
All the factors listed above could result in a material decrease in
the Company’s expected net production revenue and a decline in
its oil and natural gas acquisition, development and exploration
activities. Any substantial and/or extended decline in the price of
oil and natural gas would have an adverse effect on the Company’s
revenues, profitability and cash flow from operations and could
also affect the Company’s ability to obtain equity or debt financing
on acceptable terms.
In addition, volatile oil and natural gas prices make it difficult
to estimate the value of producing properties for acquisitions
and often cause disruption in the market for oil and natural gas
producing properties. For instance, during 2024, the Brent oil price
was at its lowest USD 70 per barrel and at its highest USD 91 per
barrel. Decrease in the Brent and/or WTI benchmark oil price may
thus have a material adverse effect on the Company. Price vola-
tility also makes it difficult to budget for and project the return on
acquisitions and development and exploitation projects.
The commodity price risks noted above, as well as other risks such
as market access constraints and transportation restrictions,
reserves replacement and reserves estimate and cost manage-
ment that are more fully described herein, may have a material
impact on our business, financial condition, results of operations,
cash flow, reputation and may be considered indicators of impair-
ment. Another potential indicator of impairment is the comparison
of the carrying value of our assets to our market capitalization. We
conduct an assessment, at each reporting date, of the carrying
value of our assets in accordance with IFRS. If crude oil, NGLs,
refined products, and natural gas prices decline significantly
and remain at low levels for an extended period or if the costs
of our development of such resources significantly increase, the
carrying value of our assets may be subject to impairment and our
net earnings could be adversely affected.
2024 ANNUAL REPORT
40
CONCENTRATED PRODUCTION IN A SMALL
NUMBER OF FIELDS IN ONE JURISDICTION
The Company’s current consolidated production of oil and gas is
currently concentrated in oil producing fields in the United States.
As a result of these concentrations, the Company is dispropor-
tionately exposed to the effect of regional supply and demand
factors, delays or interruptions of production from wells in these
areas caused by governmental regulation, availability of equip-
ment, equipment failure, interruptions of facilities, personnel or
services market limitations, weather events, or interruption of the
processing or transportation of oil.
Additionally, the Company may be exposed to risks, such as
changes in field-wide rules and regulations that could cause the
Company to permanently or temporarily close the wells within
these fields. These risks may, if materialized, adversely affect the
Company’s ability to conduct its operations in one or several of
these fields, which could have a material adverse effect on the
Company’s results and financial position.
ALTERNATIVES TO AND CHANGING DEMAND
FOR PETROLEUM PRODUCTS
Alternative fuel requirements, increasing consumer demand for
alternatives to oil and natural gas such as hydropower, wind power,
solar energy, geothermal energy and biofuels, and technological
advances in fuel economy, electric vehicles and energy generation
devices could over time reduce the demand for oil and other liquid
hydrocarbons. The Company faces the evolving worldwide energy
transition risks as demand for energy and global advancement
of alternative sources of energy that are not sourced from fossil
fuels could change assumptions used to determine the recover-
able amount of the Company’s PP&E (Property, Plant, and Equip-
ment) and E&E (exploration and evaluation) assets and could
affect the carrying value of those assets. It may also affect future
development or viability of exploration prospects, may curtail the
expected useful lives of oil and gas assets thereby accelerating
depreciation charges and may accelerate decommissioning obli-
gations increasing the present value of the associated provisions.
Also, increasing regulatory demands and international treaties
governing the commitment to the decrease of carbon dioxide
emissions (such as the Paris Agreement of 2016) could reduce the
demand for oil and/or gas over time. The Company cannot predict
the negative impact of changing demand for oil and natural gas
products, and any major changes may have a material adverse
effect on the Company’s business, results and financial position,
e.g. regarding the Company’s cash flows.
EXPLORATION, DEVELOPMENT AND
PRODUCTION RISKS
Exploration for and development of oil and gas involves many
risks, such as risks associated with expenditures on future explo-
ration by the Company which may not always result in discoveries
of oil in commercial quantities, or commercial quantities of oil
may not at all be discovered by the Company.
It is difficult to project the costs of implementing an exploratory
drilling program due to the uncertainties associated with drilling
in unknown formations. The costs are associated with various
drilling conditions, such as over pressured zones and equipment
that might get lost in the hole, and changes in drilling plans and
locations as a result of prior exploration wells or new interpreta-
tions of seismic data. Future oil exploration may involve unprof-
itable efforts, not only from dry wells, but from wells that are
productive but do not produce sufficient net revenues to return a
profit after drilling, operating and other costs. Completion of a well
does not necessarily assure a profit on the investment or Explora-
tion for and development of oil and gas involves many risks, such
as risks associated with expenditures made on future exploration
by the Company which may not always result in discoveries of oil
in commercial quantities, or commercial quantities of oil may not
at all be discovered by the Company.
RISKS RELATED TO GATHERING AND
PROCESSING FACILITIES AND GENERAL
INFRASTRUCTURE
The Company is dependent on available and functioning infra-
structure relating to the properties on which it operates, such as
roads, power and water supplies, and gathering systems for oil
and gas. Depending on the area in which the Company operates,
certain infrastructure and services commonly associated with
petroleum operations may not be readily available. If any infra-
structure or systems failures occur or do not meet the require-
ments of the Company, this could result in delayed, postponed or
cancelled petroleum operations, lower production and sales and/
or higher costs, and result in the Company’s inability to realize the
full economic potential of its production or in a reduction of the
price offered for the Company’s production. This risk is particularly
high in certain countries such as Venezuela, where the Company
expects to grow production in the future.
MAHA-ENERGY.COM
41
DEPENDENCY ON COUNTERPARTIES
The Company is dependent on a few important counterparties.
A loss of any of the Company’s material counterparties, the
counterparties changing their terms or increasing their prices,
or the counterparties encountering difficulties in complying
with their contractual obligations could have a negative impact
on the Company. Also, there is a risk that these counterparties
will encounter difficulties in complying with their contractual
obligations due to a shortage of raw materials, strikes, damage,
financial difficulties or other circumstances that may affect the
counterparty.
OPERATIONS IN EMERGING COUNTRIES
The Company participates in oil and gas projects located in
Venezuela and Brazil which are considered emerging markets.
Oil and gas exploration, development and production activities
in emerging markets are subject to political, economic and legal
uncertainties. Depending on the market uncertainties include, but
are not limited to, the risk of war, terrorism, civil unrest, destruc-
tion or theft of Company property and infrastructure, kidnapping,
extortion, expropriation, nationalization, renegotiation or nullifica-
tion of existing or future concessions and contracts, the imposi-
tion of international sanctions, a change in crude oil pricing poli-
cies, a change in taxation policies, and the imposition of currency
controls.
Oil and gas operations in emerging markets like Venezuela, and
to a lower degree Brazil, involves navigating a complex array of
challenges and expose the Company’s personnel and facilities
to heightened safety and security risks. High crime rates, and
the presence of armed rebel groups or drug traffickers pose
additional threats to the Company. Weak regulatory oversight in
some regions also increases risks related to equipment failures,
accidents, and environmental incidents. A company operating in
such an environment should implement robust security protocols
and social programs, and may incur significant costs to protect
its employees, contractors, communities, and assets. Any secu-
rity incidents, accidents or environmental damage could lead to
operational disruptions, legal liabilities, and reputational harm.
Ensuring safe and compliant operations in higher risk areas is
challenging and could result in higher operating costs for the
Company and for the operators of assets the Company partici-
pates in. The above risks could therefore impede the possibility
of the Company conducting its operations to the planned extent.
POLITICAL AND ECONOMIC
INSTABILITY IN VENEZUELA
The Company’s potential investments in oil and gas assets in
Venezuela expose it to significant political and economic risks
in that country. Venezuela has experienced sustained political
unrest, social upheaval, and economic instability in recent years.
Additionally, the country’s oil industry has suffered from misman-
agement and underinvestment, leading to a decline in production
and exports. The re-election of President Nicolás Maduro in 2018
and 2024 was widely disputed, and the United States imposed
significant sanctions against Venezuela. These sanctions gener-
ally are imposed pursuant to various Executive Orders issued by
US presidents and by implementing regulations enforced by the US
Treasury Department’s Office of Foreign Assets Control (“OFAC”).
US sanctions do not prohibit all activities involving Venezuela.
US persons, however, are generally prohibited from engaging in
transactions involving the Government of Venezuela, state-owned
enterprises (such as Petróleos de Venezuela, S.A. (“PDVSA”)), and
certain other specifically sanctioned Venezuelan individuals and
entities.
Additionally, expropriation, nationalization, civil unrest, and arbi-
trary changes in laws and policies could severely impact the
Company’s Venezuelan operations. High inflation rates, currency
controls, and deteriorating infrastructure also threaten to disrupt
operations and supply chains.
The Company may face difficulties repatriating profits from
Venezuela due to foreign exchange controls. These political
and economic risks could have a material adverse effect on the
Company’s investments, production levels, profitability, and cash
flows from its Venezuelan assets.
Violations of these sanctions regimes can result in severe civil and
criminal penalties. Maintaining rigorous compliance procedures
in higher risk areas is essential but adds administrative costs.
As sanctions policies continually evolve, the Company must stay
vigilant in monitoring regulatory changes that could impact its
activities or business partners in certain countries. Any sanctions
breaches, even inadvertent ones, pose substantial legal, financial
and reputational risks to the Company.
Despite these challenges, Venezuela’s oil sector remains a crucial
part of its economy and could play a central role in any future
economic recovery, pending a resolution to the ongoing political
crisis and an improvement in the investment climate.
2024 ANNUAL REPORT
42
COST OF NEW TECHNOLOGIES
The oil industry is characterized by technological advancements
and introductions of new products and services utilizing new tech-
nologies (such as horizontal drilling, 3D and 4D seismic along with
deep-sea drilling), and the Company is somewhat dependent on
competitive technical solutions to maintain its market position.
Other oil companies may have greater financial, technical and
personnel resources that allow them to enjoy technological advan-
tages and may in the future allow them to implement new technol-
ogies before such technologies become available to the Company.
There is a risk that the Company will not be able to respond to
such competitive pressures and implement such technologies
on a timely basis or at a cost acceptable to the Company. One
or more of the technologies currently utilized by the Company or
implemented in the future may become obsolete and the Company
may be unable to utilize the most advanced, cost effective and
commercially available technology. In such case, this might result
in a diminution or loss of the Company’s competitiveness, which
could have a material adverse negative impact on the Company’s
net sales and its business over time.
RISKS IN ESTIMATING RESERVES
AND RESOURCES
There are several uncertainties in estimating the quantities of
reserves/resources including factors which are beyond the control
of the Company. Estimating reserves and resources is a subjective
process and the results of drilling, testing, production and other
new data after the date of an estimate may result in revisions to
original estimates.
Reservoir parameters may vary within reservoir sections. The
degree of uncertainty in reservoir parameters used to estimate
the volume of hydrocarbons, such as porosity, net pay and water
saturation, may vary. The type of formation within a reservoir
section, including rock type and proportion of matrix and or
fracture porosity, may vary laterally and vertically and the degree
of reliability of these parameters as representative of the whole
reservoir may be proportional to the overall number of data points
(wells) and the quality of the data collected. Reservoir parameters
such as permeability and effectiveness of pressure support may
affect the recover process. Recovery of reserves and resources
may also be affected by the availability and quality of water, fuel
gas, technical services and support, local operating conditions,
security, performance of the operating company and the continued
operation of well and plant equipment.
Additional risks associated with estimates of reserves and
resources include operational risks during drilling activity, devel-
opment and production, delays or changes in plans for develop-
ment projects or capital expenditures, the uncertainty of esti-
mates and projections related to production, costs and expenses,
health, safety, security and environmental risks, and availability
and efficiency of drilling equipment availability and personnel.
These risks may impact the Company’s ability to meet reserve
and resource reporting deadlines and affect the accuracy of the
reporting.
The Company has historically engaged professional and inde-
pendent auditors staffed with professional geologists, engineers
and other disciplines to evaluate its reservoir and development
plans. For the year 2024, Maha has obtained reserves estimates
from McDaniel & Associates Consultants regarding its assets in
the USA. There is a risk that the estimated range of volumes of
reserves do not capture the full range of uncertainty. There is a
risk that these estimates may change over time as new data and
information becomes available. Actual production and cash flow
could therefore be lower than the estimates, which in turn may
affect the Company’s expected earnings.
SHARED OWNERSHIP AND
DEPENDENCY ON PARTNERS
In 2023 the Company concluded the divestment of a 35 percent
participating interest in Block 70 in Oman, to Mafraq Energy LLC
(“Mafraq”) and the parties have entered into a Joint Operating
Agreement. In January 2024 the Company signed a definitive
agreement to sell the remaining 65 percent to the same partner.
The Omani Government also retains a right to ‘back in’ to the
Block 70 Agreement at Declaration of Commerciality whereby the
Government would reimburse the Company its pro rata share of
past expenditures. The Company is therefore dependent on, and
affected by, the due performance of its partner. If Maha’s partner
fails to perform, the Company may, among other things, risk losing
rights to the earn-out related to the sale of this asset.
ENVIRONMENTAL AND
CLIMATE-RELATED RISKS
All phases of the oil and natural gas business present environ-
mental risks and hazards and are subject to environmental regu-
lation pursuant to a variety of laws and regulations in the different
jurisdictions where the Company operates. Environmental legisla-
tion provides for, among other things, restrictions and prohibitions
on spills, releases or emissions of various substances produced
in association with oil and natural gas operations. The legislation
also requires that wells and facility sites be operated, maintained,
abandoned, decommissioned and reclaimed in a certain way to
satisfy applicable regulatory authorities. Environmental regula-
tions are expected to become more stringent in the future, and
costs are expected to increase. Failure to comply with any such
environmental regulations or any undertakings imposed on the
Company might entail civil, administrative and criminal sanctions.
The Company’s operations are in regions where there are
numerous environmental regulations including restrictions on
where and when oil and gas operations may occur, regulations
on the release of substances into groundwater, atmosphere and
surface land and the location of production facilities.
MAHA-ENERGY.COM
43
Changes in environmental legislation can result in a curtailment
of production, and require significant expenditure, e.g. regarding
production, development and exploration activities. In addition, a
breach of applicable environmental regulation or legislation may
result in liabilities such as the recovery of the damages, the impo-
sition of fines and penalties, some of which may be material, and/
or restrictions or cessation of operations. The legislative frame-
work in the jurisdictions where the Company operates regarding
the environment features items such as strict liability and joint,
and several liability regarding joint venture operations.
DECOMMISSIONING
The Company has assumed certain obligations in respect of the
decommissioning of its fields and related infrastructure in all
operating areas of the Company. In some cases, these liabilities
are derived from legislative and regulatory requirements, and in
other cases, these liabilities can also be contractual obligations.
The Company’s accounts make a provision for decommissioning
costs for continuing operations based on the management’s
estimate in accordance with applicable accounting standards but
there is a risk that the actual costs of decommissioning exceed
the amount of the long-term provision set aside to cover such
decommissioning costs.
In addition, the Company may be required to decommission wells
that have not reached the end of their service life as a result of e.g.
regulatory requirements. These risks may, if materialized, have a
material adverse effect on the Company’s business and result. In
addition, local or national governments and lessors of oil and gas
leases may require the Company to provide cash-back guarantees,
blocked cash deposits or similar upfront payments and escrow
relating to future decommissioning costs which would affect the
Company’s liquidity.
Financial risks
MANAGEMENT ESTIMATES
AND ASSUMPTIONS
In preparing consolidated financial statements in conformity with
IFRS, estimates and assumptions are used by management in
determining the reported amounts of assets and liabilities, reve-
nues and expenses recognized during the periods presented and
disclosures of contingent assets and liabilities known to exist as
of the date of the financial statements.
These estimates and assumptions must be made because certain
information that is used in the preparation of such financial state-
ments is dependent on future events, cannot be calculated with a
high degree of precision from data available, or is not capable of
being readily calculated based on generally accepted methodol-
ogies. In some cases, these estimates are particularly difficult to
determine, and the Company must exercise significant judgment.
Actual results for all estimates could differ materially from the
estimates and assumptions used by the Company, which could
have a material adverse effect on the Group’s business, financial
condition, results of operations, cash flows and future prospects.
CREDIT RISK
The Company may be exposed to third party credit risk through
its contractual arrangements with its current or future joint
venture partners, customers, and other parties. In Oman, Maha
has entered into a joint operating agreement with Mafraq as its
partner in Block 70, has sold the asset and now have a receivable
due on closing of the transaction and a potential earn-out. In Vene-
zuela, Maha is still in the process of negotiating key contracts with
counterparties that may pose credit risk. In the USA, the Company
markets and sells its oil through Country Mark (Illinois Basin) and
receives payment 30 days in arrears. In the USA, historically, the
Company has always received full payment. The Company’s finan-
cial position may be materially adversely affected in the event such
partners fail to meet their contractual obligations to the Company.
A portion of the Company’s cash is held by banks in foreign juris-
dictions where there could be increased exposure to credit risk. In
the event the Company’s counterparty does not fulfill its obliga-
tions in accordance with agreements, this could adversely affect
the Company’s business, financial position and results.
LIQUIDITY AND REFINANCING RISK
Liquidity risk is the risk that the Company will not be able to meet
its financial obligations as they fall due. The Company has since
inception been equity and debt financed through share and bonds
issues and also financed by asset divestment. Additional capital
could be needed to finance the Company’s future operations and/
or for the acquisition of additional licenses. The main risk is that
this need could occur during less favorable market conditions.
Management relies on cash forecasting to assess the Compa-
ny’s cash position based on expected future cash flows. As of
December 2024, the Company has repaid outstanding bank debt
and is now debt free.
Refinancing risk is the risk that financing cannot be obtained or
renewed on expiry of its term or can only be obtained or renewed
at significantly increased costs. There is a risk that additional
capital cannot be obtained or can only be obtained under unfavor-
able terms and conditions.
2024 ANNUAL REPORT
44
FOREIGN CURRENCY EXCHANGE RATE RISK
The Company is exposed to changes in foreign exchange rates
as expenses in foreign subsidiaries, oil and gas expenditures, or
financial instruments may fluctuate due to changes in rates. The
main functional currencies of the Company’s subsidiaries are
Brazilian Reals (“BRL”) for the subsidiaries in Brazil and Luxem-
bourg and Swedish Krona (“SEK”) for the subsidiaries in Sweden,
making the Company sensitive to fluctuations of these currencies
against US Dollar (“USD”).
The majority of Company’s oil sales are denominated in USD oil
price and all operational, administrative and capital activities
related to the Brazil properties are transacted primarily in BRL.
In Sweden, the Company’s expenditures are in SEK. Further, with
regards to BRL, there is a risk of inflation or hyper-inflation.
FUTURE DIVIDENDS
Historically, Maha has not paid any dividends to the shareholders.
As the Company currently focuses on further developing and
expanding its operations, any surpluses in the business are
instead reinvested to finance the Company’s long-term strategy.
The Company has no immediate plan of paying dividends, as it
anticipates that all available funds will be invested to finance the
growth of its business.
The size of possible future dividends depends on several factors,
including the Company’s future results, financial position, cash
flows, working capital needs, compliance with loan terms, legal
and financial restrictions and other factors. There is a risk that the
Company will not have sufficient distributable funds in the future,
and consequently a risk that no dividends will be paid, and the
investor’s potential return is solely dependent on the future value
of the share as long as no dividends are paid.
MARKET PRICE OF THE SHARE
AND LIQUIDITY
Since an investment in shares may decline in value, there is a risk
that an investor will not recover the capital invested. The develop-
ment of the share price depends on several factors and may, for
example, be affected by supply and demand, changes in actual or
expected results, changes in profit forecasts, regulatory changes
and other factors, such as divestments of major shareholdings by
shareholders. The price of the Company’s share is also affected
by macro-economic factors, in particular by the oil market price.
The Company’s share is traded on Nasdaq Stockholm. During
2024, the Company’s share price was at its minimum SEK 5.80 and
at its maximum SEK 10.4. Consequently, the price of the Compa-
ny’s shares may be volatile, and the difference between the selling
price and the purchase price may be significant from time to time,
which makes it more difficult for a shareholder to sell shares at a
certain time at a price deemed satisfactory.
DILUTION
The Company may need to obtain additional financing through
new issues, share-related securities or convertible debt securi-
ties, which may result in a dilution of the existing shareholders’
holding in the Company. There is a risk that additional financing
under acceptable terms will not be available to the Company when
required, or at all. If the Company resolves to raise additional
capital, for example through the issuance of new shares, there
is a risk that the Company’s shareholders` may be diluted, which
may also affect the price of the shares. If these risks were to be
realized, it could have a material adverse effect on the investors’
invested capital and/or the price of the shares.
RISK OF HOLDING EQUITY IN OTHER COM-
PANIES AS A SUBSTANTIAL PART OF THE
INVESTMENT PORTFOLIO
A substantial part of Maha’s investment portfolio is invested in
Brava Energia S.A. (“Brava”). Brava (BRAV3:SAO) is a publicly
traded Brazilian oil and gas company, listed on B3 (Brazilian Stock
Exchange). There is a risk that Brava might not be able to deliver
the operational performance Maha expected when acquiring the
shares. There is a risk that upswings, and a downturn will occur
in Brava’s share price as regards prices and volumes, that have
no relation to, or that is disproportionate in relation to, Brava’s
earnings. General economic and industrial factors could have a
material impact on the price of Brava’s shares, regardless of their
actual earnings. In addition, Brava is traded in Brazilian real, which
adds an element of foreign currency risk to the investment. This
means that there is a risk that Maha, if the Company would want,
will not be able to sell shares at a price equivalent to or above the
price Maha acquired the shares for, and may make a loss on its
investment.
MAHA-ENERGY.COM
45
45
FINANCIAL
STATEMENTS
2024 ANNUAL REPORT
46
For the Financial Year Ended 31 DecemberConsolidated Statement of Operations
Consolidated Income Statement (TUSD) Note 2024 2023
Revenue
Oil and gas sales 4 8,492 5,226
Royalties (1,891) (1,268)
Net Revenue 6,601 3,958
Cost of sales
Production costs (2,184) (1,761)
Depletion, depreciation, and amortization 9 (3,086) (1,836)
Gross profit 1,331 361
General and administration 5 (8,196) (5,017)
Stock‐based compensation 12 (2,176) 276
Foreign currency exchange (1,215) 319
Impairment/Write-off (558) (2,459)
Other Income/Expense) 1,164 (1,356)
Operating result (9,650) (7,876)
Finance income 6 3,000 8,155
Finance costs 6 (4,198) (7,034)
Changes in fair value of financial instruments 6 (38,714) -
Net Finance items (39,912) 1,121
Result before tax (49,562) (6,755)
Current and deferred tax - -
Net result from continuing operations (49,562) (6,755)
Discontinued Operations
Net result from discontinued operations 8 16,997 (27,198)
Net result (32,565) (33,953)
Basic and diluted earnings per share
From continuing operations (0.29) (0.04)
From discontinued operations 0.10 (0.17)
(0.19) (0.21)
Weighted average number of shares:
Before dilution 171,631,408 164,799,396
After dilution 171,372,460 164,799,396
MAHA-ENERGY.COM
47
For the Financial Year Ended 31 DecemberConsolidated Statement of Financial Position
Consolidated Balance Sheet (TUSD) Note 2024 2023
ASSETS
Non-current assets
Property, plant and equipment 9 15,184 14,988
Investment in associate - 34,985
Long-term financial assets 19 6,256 9,134
Restricted cash - 12,000
Total non-current assets 21,440 71,107
Current assets
Assets held for sale 8 7,076 9,806
Prepaid expenses and deposits 207 561
Crude oil inventory 186 215
Short-term financial assets 19 87,526 -
Accounts receivable and other credits 1,269 1,092
Restricted cash 1,115 30,830
Cash and cash equivalents 8,935 88,289
Total current assets 106,314 130,793
TOTAL ASSETS 127,754 201,900
EQUITY AND LIABILITIES
Equity
Shareholders' equity 119,735 154,825
Liabilities
Non-current liabilities
Bank debt 14 - 11,879
Decommissioning provision 15 479 539
Lease liabilities 16 318 494
Total non-current liabilities 797 12,912
Current liabilities
Liabilities held for sale 8 6,039 7,806
Bank debt 14 - 22,500
Accounts payable 17 828 3,017
Accrued liabilities and provisions 17 256 736
Current portion of lease liabilities 16 99 104
Total current liabilities 7,222 34,163
TOTAL LIABILITIES 8,019 47,075
TOTAL EQUITY AND LIABILITIES 127,754 201,900
2024 ANNUAL REPORT
48
For the Financial Year Ended 31 DecemberConsolidated Statement of Cash Flows
Cash Flow (TUSD) Note 2024 2023
Operating Activities
Net results -continuing ops (49,562) (6,755)
Net results -discontinued ops 16,997 (27,198)
Depletion, depreciation, and amortization 9 3,240 1,919
Write-off Fixed Asset 192 -
Impairment/Write-off 558 27,692
Stock based compensation 12 2,176 (276)
Amortization of deferred financing fees 14 886 1,389
Share of income from investment in associate (1,302) (3,977)
Interest (income) / expense 1,494 1,168
Income tax expense (40) -
Unrealized investment (income) / expense 38,714 -
Unrealized foreign exchange amounts 900 (941)
Realized investment (income) / expense 6 (17,943) -
Accrued liabilities and provisions (982) 1,161
Changes in working capital (1,311) (9,543)
Others (gains)/loss 602 (1,596)
(5,381) (16,957)
Interest paid (3,893) (4,428)
Interest received 907 8,710
Taxes Paid 71 -
Dividends received (883) -
Cash from operating activities (9,179) (12,675)
Investing activities
Capital expenditures ‐ property, plant, and equipment 9 (3,715) (3,237)
Capital expenditures ‐ exploration and evaluation assets - (12,994)
Farm-out Proceeds - 10,180
Investment in associate - -
Investment in other long term financial assets (4,997) (9,134)
Investment in other short term financial assets (72,741) -
Restricted cash 40,982 (42,830)
Proceeds from sale of discontinued operations - 150,665
Cash used in investment activities (40,471) 92,650
Financing activities
Lease payments 16 (152) (82)
Repayment of bank debt 14 (49,500) (14,250)
Shares subscription (net of issue costs) - (75)
Dividends received/(paid) 924 -
Debentures received 6,109 -
Bank Debt 15,000 -
Debt cost amortization (150) -
Repurchased Shares 12 (1,166) -
Cash from (used in) financing activities (28,935) (14,407)
Change in cash and cash equivalents (78,585) 65,568
Cash and cash equivalents at the beginning of the period 88,645 23,228
Currency exchange differences in cash and cash equivalents (760) (151)
Cash and cash equivalents at the end of the period 9,300 88,645
‐ of which is included in discontinued operations 8 365 356
‐ of which is included in the continued operations 8,935 88,289
MAHA-ENERGY.COM
49
For the Financial Year Ended 31 DecemberConsolidated Statement of Financial Position
Consolidated Comprehensive Result (TUSD) 2024 2023
Net Result for the period (32,565) (33,953)
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations (3,535) (7,772)
Transfer of accumulated other comprehensive
income on disposition
- 26,612
Comprehensive result for the period (36,100) (15,113)
Attributable to:
Shareholders of the Parent Company (36,100) (15,113)
For the Financial Year Ended 31 December
Consolidated Statement of Changes in Equity
Condensed Consolidated
Statement of Changes in Equity
(TUSD) Share capital
Contributed
surplus Other Reserve
Retained
Earnings
Shareholders’
Equity
Balance on 01 January 2023 171 106,063 (33,267) 67,930 140,897
Comprehensive result
Result for the period - - - (33,953) (33,953)
Currency translation difference - - 18,840 - 18,840
Total comprehensive result - - 18,840 (33,953) (15,113)
Transactions with owners
Stock based compensation - (276) - - (276)
Share issuance (net of issue costs) 37 29,280 - - 29,317
Balance on 31 December 2023 208 135,067 (14,427) 33,977 154,825
Balance on 01 January 2024 208 135,067 (14,427) 33,977 154,825
Comprehensive result
Result for the period - - - (32,565) (32,565)
Currency translation difference - (506) (3,029) - (3,535)
Total comprehensive result - (506) (3,029) (32,565) (36,100)
Transactions with owners
Stock based compensation - 2,176 - - 2,176
Share issuance (net of issue costs) - - - - -
Repurchased shares - (1,166) - - (1,166)
Balance on 31 December 2024 208 135,571 (17,456) 1,412 119,735
2024 ANNUAL REPORT
50
For the Financial Year Ended 31 DecemberParent Company Statement of Operations
Parent Company Statement of Operations
(in thousands of Swedish Krona) 2024 2023
Revenue - -
Expenses
General and administrative (29,806) (51,981)
Stock-based compensation (23,073) -
Foreign currency exchange gain/loss 5,976 (12,904)
Other income/(Expense) 161,880 -
Operating result 114,977 (64,885)
Finance income 580,083 (471,785)
Finance costs (38,944) 147,415
Changes in fair value, financial instruments (387,834) -
Result before tax 268,282 (389,255)
Group Contribution 41,380 -
Current and deferred tax - -
Net result continuing operations 309,662 (389,255)
Net results * 309,662 (389,255)
* A separate report over Other comprehensive Income is not presented for the Parent Company as there are no items included in
Other Comprehensive Income for the Parent Company.
Maha Energy AB - Parent Company
Business activities for Maha Energy AB focuses on a) management of all group affiliates, subsidiaries, and
foreign operations; b) management of publicly listed Swedish entity; c) fundraising as required for acquisitions
and group business growth; and d) business development.
The net result for the Parent Company for 2024 amounted to TSEK 309,662 (2023: TSEK (389,255)) mainly due
to the dividends received from its Luxembourg subsidiary. In addition, foreign currency exchange gain/loss
amounted to TSEK 5,976 (2023: TSEK (12,904)), and lower general and administrative expenses amounted to
TSEK (29,806) (2023: TSEK (51,981)).
MAHA-ENERGY.COM
51
For the Financial Year Ended 31 DecemberParent Company Balance Sheet
Parent Company Balance Sheet (in thousands of Swedish Krona) Note 2024 2023
Assets
Non-current assets
Investments in subsidiaries 189,375 456,931
Loans to subsidiaries 337,108 332,810
Restricted cash - 121,680
526,483 911,421
Current assets
Accounts receivable and other 23,965 20,508
Other short-term financial assets 930,365 -
Restricted cash - 241,355
Cash and cash equivalents 32,929 876,200
987,259 1,138,063
Total Assets 1,513,742 2,049,484
Equity and Liabilities
Share capital 1,963 1,963
Contributed Surplus 1,212,452 1,201,366
Retained Earnings (608,368) (918,027)
Total equity 606,047 285,302
Non-current liabilities
Bank debt (non-current) 14 - 108,344
Current liabilities
Accounts payable and accrued liabilities 3,251 6,937
Loan from subsidiaries 904,444 1,403,203
Bank debt (Current) 14 - 245,698
907,695 1,655,838
Total Liabilities 907,695 1,764,182
Total Equity and Liabilities 1,513,742 2,049,484
2024 ANNUAL REPORT
52
For the Financial Year Ended 31 DecemberParent Company Cash Flow Statement
Expressed in thousands of Swedish Krona Note 2024 2023
Operating Activities
Net result 309,659 (389,255)
Stock based compensation 12 23,073 (3,000)
Impairment - 397,206
Amortization of deferred financing fees 14 8,058 14,940
Interest Income/expense 14 36,687 (87,665)
Share of income from investment in associate (397,217) -
Unrealized foreign exchange amounts 20,512 (20,652)
Realized investment (income) / loss 161,880 -
Intercompany Loan 49,555 -
Prepaid expenses and deposits (85) -
Changes in working capital (7,059) (17,006)
205,063 (105,432)
Interest paid 14 (54,040) 11,660
Dividends received (569,180) -
Cash from operating activities (418,157) (93,772)
Investing activities
Restricted cash 363,035 (362,985)
Investment in subsidiaries (176,218) (440,778)
Investment in other financial assets (704,411) -
Write-off of investment 443,774 -
Loan repayment by subsidiaries - 83,500
Loans to subsidiaries - (13,350)
Cash used in investment activities (73,820) (733,613)
Financing activities
Bank Debt 14 159,450 1,403,203
Repayment of bank debt 14 (523,122) (163,995)
Debt cost amortization 14 (1,586) -
Intercompany Loans 16,569 -
Shares subscription (net of issue costs) - 311,987
Dividends received/(paid) 9,383 -
Repurchased Shares 12 (11,987) -
Cash from (used in) financing activities (351,293) 1,551,195
Change in cash and cash equivalents (843,270) 723,809
Cash and cash equivalents at the beginning of the period 876,200 152,391
Cash and cash equivalents at the end of the period 32,930 876,200
MAHA-ENERGY.COM
53
For the Financial Year Ended 31 DecemberParent Company Statement of Changes in Equity
Consolidated Statement of
Changes in Equity
(Thousands of Swedish Krona)
Restricted equity Unrestricted equity
Shareholders’
EquityShare capital Contributed surplus Retained Earnings
Balance on 01 January 2023 1,580 892,763 (528,773) 365,570
Total comprehensive income - - (389,255) (389,255)
Transaction with owners
Stock based compensation - (3,000) - (3,000)
Share issuance (net of issuance costs) 383 311,604 - 311,987
Total transaction with owners 1,963 1,201,367 (918,028) 285,302
Balance on 31 December 2023 1,963 1,201,367 (918,028) 285,302
Balance on 01 January 2024 1,963 1,201,367 (918,028) 285,302
Total comprehensive income - - 309,662 309,662
Transaction with owners
Stock based compensation - 23,070 - 23,070
Share issuance (net of issuance costs) - - - -
Repurchased shares - (11,987) - (11,987)
Total transaction with owners 1,963 1,212,450 (608,366) 606,047
Balance on 31 December 2024 1,963 1,212,450 (608,366) 606,047
2024 ANNUAL REPORT
54
Notes to the Consolidated
Financial Statements
For the years ended December 31, 2024 and 2023.
(Tabular amounts are in US Dollars, except in the Parent Company Financial Statements where the amounts are in Swedish Krona (SEK),
unless otherwise stated).
1. Corporate Information
Maha Energy AB (“Maha (Sweden)” or “Company” or “Parent
Company”), Organization Number 559018-9543 and its subsid-
iaries (together “Maha” or the “Group”) are engaged in the acquisi-
tion, exploration and development of oil and gas assets. The Group
has operations in the United States and is currently divesting its
position on Block 70, Oman. The head office is located in Stock-
holm, Sweden. The Company has operations offices in New
Harmony, IN, USA, and Rio de Janeiro, Brazil.
CHANGES IN THE GROUP
In the first quarter of 2024, Maha Energy acquired a new legal
entity, namely Maha Energy (Latam S.L) and incorporated a new
one, being Maha Latam Operaciones C.A., both of which are in
their preliminary stages of development. In the second quarter,
Maha created a new company in Brazil called Maha Energy BRZ
Ltda., through a spin-off of Maha Energy (Holding) Brasil Ltda.
2. Accounting Policies
BASIS OF PREPARATION
The consolidated financial statements have been prepared in
accordance with International Accounting Standard (IAS) 34,
Interim Financial Reporting using accounting policies consistent
with International Financial Reporting Standards (“IFRS”) as
issued by the International Accounting Standards Board (“IASB”),
and the Swedish Annual Accounts Act. In addition, RFR 1 “Supple-
mentary Rules for Company’s” has been applied as issued by the
Swedish Financial Reporting Board.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates and
requires management to exercise its judgement in the process of
applying the Company’s accounting policies. The areas involving
a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated
financial statements are disclosed under the heading “Critical
accounting estimates and judgements”.
The condensed consolidated financial statements are stated
in thousands of United States Dollars (TUSD), unless otherwise
noted, which is the Company’s presentation and functional
currency. These consolidated financial statements have been
prepared on a historical cost basis, except for certain financial
instruments which are stated at fair value.
The financial reporting of the Parent Company (Maha Energy
AB) has been prepared in accordance with accounting principles
generally accepted in Sweden, applying RFR 2 Reporting for legal
entities, issued by the Swedish Financial Reporting Board and the
Annual Accounts Act. Under Swedish company regulations it is
not allowed to report the Parent Company results in any other
currency than Swedish Krona or Euro and consequently the Parent
Company’s financial information is reported in Swedish Krona and
not the Group’s presentation currency of US Dollar.
CHANGES IN ACCOUNTING
POLICIES AND DISCLOSURES
Throughout the year, the Company implemented updated
accounting standards, interpretations, and annual improvements
in effect from January 1, 2024. Their application did not signifi-
cantly affect the consolidated financial statements. Moreover,
the introduction of new or revised accounting standards or inter-
pretations is not expected to materially impact on the Company’s
financial statements. Additionally, the Company has not adopted
any standards, interpretations, or amendments that are issued but
not yet effective.
MAHA-ENERGY.COM
55
Summary of Material Accounting
Policy Information
1. ASSETS HELD FOR SALE AND
DISCONTINUED OPERATIONS
The Company classifies non-current assets and disposal groups
as held for sale if their carrying amounts would be recovered
mainly through a sale transaction rather than through continuing
use. Non-current assets and disposal groups classified as held
for sale are measured at the lower cost between their carrying
amount and the fair value less costs to sell. Costs to sell are the
incremental costs directly attributable to the disposal of an asset
(disposal group), excluding finance costs and income tax expense.
The criteria for an asset being classified as held for sale is met
only when the sale is highly probable, and the asset or disposal
group is available for immediate sale or distribution in its present
condition. Actions required to complete the sale, or distribution,
should indicate that it is unlikely that significant changes to the
sale or distribution will be made or that the decision to sell or
distribute will be withdrawn. Management must be committed to
the plan to sell or distribute the assets, and the sale or distribution
expected to be completed within one year from the date of the
classification.
Oil and gas properties, other tangible fixed assets and intangible
assets are not depleted, depreciated or amortized anymore once
classified as held for sale or distribution. Assets and liabilities
classified as held for sale or distribution are presented separately
from current items in the statement of financial position. Discon-
tinued operations are excluded from the results of continuing
operations and are presented as a single amount as profit or
loss after tax from discontinued operations in the statement of
operations.
2. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of
Maha and its subsidiaries. Subsidiaries are all entities (including
structured entities) over which the Company has control. The
Company controls an entity when the Company is exposed to, or
has rights to, variable returns from its involvement with the entity
and can affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control
is transferred to the Company. They are de-consolidated from the
date that control ceases. Inter-company transactions, balances
and unrealized gains on transactions between companies are
eliminated. Unrealized losses are also eliminated. Accounting
policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Company.
3. JOINT ARRANGEMENTS
Under IFRS 11 - Joint Arrangements, investments in joint arrange-
ments are classied as either joint operations or joint ventures.
The classication depends on the contractual rights and obliga-
tions of each investor, rather than the legal structure of the joint
arrangement. Maha has joint operations in Oman’s Block 70
which is now part of the assets held for sale. Maha recognizes
its direct right to the assets, liabilities, revenues and expenses of
joint operations and its share of any jointly held or incurred assets,
liabilities, revenues and expenses. These have been incorporated
in the nancial statements under the appropriate headings. The
Company conducts its operations as a joint operation that does
not have a separate legal entity status through licenses which
are held jointly with other companies. The Company’s nancial
statements reflect the Company’s share of production, capital
costs, operational costs, current assets and liabilities in the joint
operations.
4. BUSINESS COMBINATIONS
The acquisition method of accounting is used to account for
acquisitions of businesses and assets that meet the definition of
a business under IFRS. The cost of acquisition is measured as the
fair value of the assets given up, equity instruments issued, and
liabilities incurred or assumed at the date of exchange. Identifiable
assets acquired and liabilities and contingent liabilities assumed
in a business combination are measured initially at their acquisi-
tion date fair values. If the consideration of acquisition given up is
less than the fair value of the net assets received, the difference
is recognized immediately in the Statement of Operations. If the
consideration of acquisition is greater than the fair value of the
net assets received, the difference is recognized as goodwill on
the statement of financial position. Acquisition costs incurred are
expensed.
Any contingent consideration to be transferred by the acquirer is
recognized at fair value at the acquisition date. Contingent consid-
eration classified as equity is not remeasured and its subsequent
settlement is accounted within equity. Contingent consideration
classified as an asset or liability that is a financial instrument
and within the scope of IFRS 9 is measured at fair value with the
changes in fair value recognized in the statement of operations
in accordance with IFRS 9. Other contingent consideration that is
not within the scope of IFRS 9 is measured at fair value at each
reporting date with changes in fair value recognized in profit or
loss. There is an option to apply for a concentration test that
permits a simplified assessment of whether an acquired set of
activities and assets is in fact a business. The optional concen-
tration test is met if substantially all the fair value of the assets
acquired is concentrated in a single identifiable asset or group of
similar identifiable assets. An entity may make such an election
separately for each transaction or other event. If the concentration
test is met, the set of activities and assets is determined not to be
a business, and no further assessment is needed.
2024 ANNUAL REPORT
56
5. FARMOUTS WITHIN THE EXPLORATION
AND EVALUATION PHASE
The Company does not record any expenditure made by the
farmee on its account. It also does not recognize any gain or
loss on its exploration and evaluation farmout arrangements,
but redesignates any costs previously capitalized in relation to
the whole interest as relating to the partial interest retained. Any
cash consideration received directly from the farmee is cred-
ited against costs previously capitalized in relation to the whole
interest with any prior period costs accounted for by the farmor
as other income.
6. INVESTMENT IN ASSOCIATES
An associate is an entity over which the Company has significant
influence, and which is neither a subsidiary nor a joint arrange-
ment. The Company has significant influence over an entity when
it has the power to participate in the financial and operating policy
decisions of the associate but does not have control or joint
control.
Under the equity method, the Company’s investment in the
common shares of the associate is initially recognized at cost and
subsequently increased or decreased to recognize the Company’s
share of net income and losses of the associate, after any adjust-
ments necessary to give effect to uniform accounting policies, any
other movement in the associate’s reserves, and for impairment
losses after the initial recognition date. The Company’s share of
income and losses of the associate is recognized in consolidated
statement of operations during the period and is included in the
EBITDA. Dividends and repayment of capital received from an
associate are accounted for as a reduction in the carrying amount
of the Company’s investment. Intercompany balances and interest
expense and income arising on loans and borrowings between the
Company and its associates are not eliminated.
At the end of each reporting period, the Company assesses
whether there is any objective evidence that an investment in an
associate is impaired. Objective evidence includes observable
data indicating there is a measurable decrease in the estimated
future cash flows of the investee’s operations. When there is
objective evidence that an investment is impaired, the carrying
amount of such investment is compared to its recoverable
amount, being the higher of its fair value less costs of disposal
and value‐in‐use. If the recoverable amount of an investment is
less than it is carrying amount, the carrying amount is reduced to
its recoverable amount and an impairment loss, being the excess
of carrying amount over the recoverable amount, is recognized in
the period in which the relevant circumstances are identified. Any
reversal of that impairment loss is recognized in accordance with
IAS 36 to the extent that the recoverable amount of investment
subsequently increases.
7. FOREIGN CURRENCIES
Items included in the nancial statements of each of the Compa-
ny’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘functional
currency’). The consolidated nancial statements are presented in
US dollars (USD), which is the currency the Company has elected
to use as the presentation currency. The functional currencies of
the Company’s subsidiaries are as follows:
Subsidiary Functional CurrencyMaha Energy AB (Parent Company) SEKMaha Energy Inc USDMaha Energy (USA) Inc USDMaha Energy Services LLC USDMaha Energy (Indiana) Inc. USDMaha Energy 1 (Brazil) AB SEKMaha Energy 2 (Brazil) AB SEKMaha Energy BRZ Ltda BRLMaha Energy Finance (Luxembourg) BRLS.A.R.L.Maha Energy Latam S.L. EURMaha Latam Operaciones C.A. USDMaha Energy (Oman) Ltd USD
8. TRANSACTIONS AND BALANCES
Monetary assets and liabilities denominated in foreign curren-
cies are translated at the rates of exchange prevailing at period
end and foreign exchange currency differences are recognized
in the income statement. Transactions in foreign currencies are
translated at exchange rates prevailing at the transaction date.
Exchange differences are included in financial income/expenses
in the Consolidated Statement of Operations.
9. PRESENTATION CURRENCY
The Consolidated Statement of Financial Position and the Consol-
idated Statement of Operations of foreign Group companies
are translated for consolidation purposes using the current rate
method. All assets and liabilities of the subsidiary companies are
translated at the period end rates of exchange, whereas the State-
ment of Operations is translated at average rates of exchange for
the year, except for transactions where it is more relevant to use
the rate of the day of the transaction. The translation differences
MAHA-ENERGY.COM
57
which arise are recorded directly in the foreign currency transla-
tion reserve within other comprehensive income. Upon disposal
of a foreign operation, the translation differences relating to that
operation will be transferred from equity to the Statement of Oper-
ations and included in the result on sale. Translation differences
arising from net investments in subsidiaries, used for nancing
exploration activities, are recorded directly in other comprehen-
sive income. For the preparation of the nancial statements for
the reporting period, the following exchange rates have been used:
2024 2023Full Year Full Year CurrencyAverage Period EndAverage Period EndUSD/BRL 5,8297 6,1851 4,9533 4,8534 BRL/SEK 1,8470 1,78982,1498 2,0770USD/SEK 10,4611 11,0702 10,6471 10,0806
10. SEGMENT REPORTING
Operating segments are based on geographic perspective due to
the unique nature of each country’s operations, commercial terms
or fiscal environment and reported in a manner consistent with the
internal reporting provided to the Executive Management. Infor-
mation for segments is only disclosed when applicable.
11. CURRENT VERSUS NON-CURRENT
CLASSIFICATION
The Company presents assets and liabilities in the Consolidated
Statements of Financial Position based on current/noncurrent
classification.
An asset is current when it is:
⁄ Expected to be realized or intended to be sold or consumed in
the normal operating cycle.
⁄ Expected to be realized within twelve months after the
reporting period.
⁄ Or cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least twelve
months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
⁄ It is expected to be settled in the normal operating cycle.
⁄ It is due to be settled within twelve months after the reporting
period.
⁄ Or there is no unconditional right to defer the settlement of the
liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
12. OIL AND GAS PROPERTIES
Oil and gas properties are initially recorded at historical cost,
where it is probable that they will generate future economic
benets. All costs for acquiring concessions, licenses or interests
in production sharing contracts and for the survey, drilling and
development of such interests are capitalized on a eld area cost
center basis. This includes capitalization of decommissioning and
restoration costs associated with provisions for asset retirement.
Oil and gas properties are subsequently carried at cost less accu-
mulated depreciation, depletion and amortization (including any
impairment). Gains and losses on disposals are determined by
comparing the proceeds with the carrying amounts of assets sold
and are recognized in income. Routine maintenance and repair
costs for producing assets are expensed to the Statement of
Operations when they occur. Proceeds from the sale or farm-out
of oil and gas concessions in the exploration stage are off set
against the related capitalized costs of each cost center with any
excess of net proceeds over all costs capitalized included in the
income statement.
13. DEPRECIATION, DEPLETION AND
AMORTIZATION (“DD&A”)
Producing oil and gas properties are depleted on a unit-of-produc-
tion basis over the proved and probable reserves of the eld. In
accordance with the unit of production method, net capitalized
costs to reporting date, together with anticipated future capital
costs for the development of the proved and probable reserves
determined at the balance sheet date price levels, are depleted
based on the year’s production in relation to estimated total
proved and probable reserves of oil and gas. The impact of poten-
tial changes in estimated proved and probable reserves is dealt
with prospectively by depleting the remaining carrying value of
the asset over the expected future production. Depletion of a eld
area is charged to the Statement of Operations once commer-
cial production commences, under depletion, depreciation and
amortization.
Proved reserves are those quantities of petroleum which, by anal-
ysis of geological and engineering data, can be estimated with
reasonable certainty to be commercially recoverable, from a given
date forward, from known reservoirs and under current economic
conditions, operating methods and governmental regulations.
Proved reserves can be categorized as developed or undeveloped.
If deterministic methods are used, the term reasonable certainty
is intended to express a high degree of condence that the quan-
tities will be recovered. If probabilistic methods are used, there
should be at least 90 percent probability that the quantities recov-
ered will equal or exceed the estimates.
Probable reserves are those unproved reserves which analysis
of geological and engineering data suggests are more likely than
not to be recoverable. In this context, when probabilistic methods
are used, there should be at least a 50 percent probability that the
quantities recovered will equal or exceed the sum of estimated
proved plus probable reserves.
2024 ANNUAL REPORT
58
14. EXPLORATION AND EVALUATION
ASSETS (“E&E”)
Pre-license costs are recognized as an expense when incurred.
Exploration and evaluation costs, including the costs of acquiring
licenses, exploratory drilling and completion costs, and directly
attributable general and administrative costs are initially capital-
ized as intangible E&E assets according to the nature of the asset
acquired. These costs are accumulated in cost centers by field or
exploration area pending determination of technical feasibility and
commercial viability. Ongoing carrying costs, including non-pro-
ducing lease rentals, are capitalized to E&E assets. Proceeds
received from the sale of E&E assets are recorded as a reduction
in the carrying value of the asset.
The technical feasibility and commercial viability of extracting a
resource is considered to be determinable when proved reserves
are determined to exist and these reserves can be commercially
produced. A review of each exploration license or area is carried
out, at least annually, to assess whether proved reserves have
been discovered. Upon determination of proved reserves which
can be commercially produced, E&E assets attributable to those
reserves are first tested for impairment and then reclassified from
E&E assets to property and equipment. Future oil price curves
from third parties are utilized to assess the value of the assets.
Those curves consider scenarios that depend on the balance
of supply and demand, energy transition and other factors that
impact oil prices. Should any change to the market expectation
regarding those scenarios take place, the value of Maha’s assets
could be impacted.
Assets classified as E&E may have sales of crude oil or natural
gas prior to the reclassification to oil and gas properties. These
operating results are recognized in the Consolidated Statements
of operations.
15. IMPAIRMENT OF
NON-FINANCIAL ASSETS
Oil and gas properties, E&E assets and Right-of-use (“ROU”) assets
are reviewed separately for indicators of impairment annually or
when facts and circumstances suggest that the carrying amount
may exceed its recoverable amount. If indicators of impairment
exist, the recoverable amount of the asset or cash-generating unit
(“CGU”) is estimated as the greater of value-in- use (“VIU”) and
fair value less costs of disposal (“FVLCOD”). VIU is estimated as
the present value of the future cash flows expected to arise from
the continuing use of a CGU or an asset. FVLCOD is the amount
that would be realized from the disposition of an asset or CGU in
an arm’s length transaction between knowledgeable and willing
parties. For the Company, FVLCOD is based on the discounted
after-tax cash flows of reserves and resources using forward
prices and costs, consistent with independent qualified reserves
evaluators and may consider an evaluation of comparable asset
transactions. Pricing assumptions have not led to impairment indi-
cators during the year, but future variations in oil price scenarios
could impact Maha assets’ value.
E&E assets are allocated to a related CGU containing development
and production assets for the purpose of impairment testing. ROU
assets may be tested as part of a CGU, as a separate CGU or as an
individual asset.
If the recoverable amount of the CGU is less than the carrying
amount, an impairment loss is recognized. Impairment losses on
PP&E and ROU assets are recognized in the Consolidated State-
ments of Operations as an E&E asset impairment expense.
Impairment losses recognized in prior periods are assessed at
each reporting date for any indicator that the impairment losses
may no longer exist or may have decreased. In the event that an
impairment loss reversal, the carrying amount of the asset is
increased to the revised estimate of its recoverable amount, but
only to the extent that the carrying amount does not exceed the
amount that would have been determined had no impairment loss
been recognized on the asset in prior periods. The amount of the
reversal is recognized in net earnings.
16. OTHER TANGIBLE ASSETS
Other tangible assets that include office furniture, fixtures, lease-
hold improvements, machinery and vehicles are stated at cost
less accumulated depreciation. Depreciation is based on cost and
is calculated on a straight-line basis over the estimated economic
life of the assets, which range from two to five years for office
furniture, fixtures, vehicles and leasehold improvements. Mate-
rials and spare parts are assessed annually for the conditions and
obsolescence and, if used, the related costs are transferred to the
exploration costs of the property.
Additional costs to existing assets are included in the assets’ net
book value or recognized as a separate asset, as appropriate, only
when it is probable that future economic benets associated with
the item will flow to the Company and the cost of the item can
be measured reliably. The net book value of any replaced parts
is written off. Other additional expenses are deemed to be repair
and maintenance costs and are charged to the Statement of Oper-
ations when they are incurred. The net book value is written down
immediately to its recoverable amount when the net book value
is higher. The recoverable amount is the higher of an asset’s fair
value less cost to sell and value in use.
17. FINANCIAL ASSETS AND LIABILITIES
The Company’s financial assets include cash, accounts receiv-
able, net investment in finance leases, and long-term receivables.
The Company’s financial liabilities include accounts payable
and accrued liabilities, short-term borrowings, lease liabilities,
and long-term debt. Financial assets and financial liabilities are
recognized in the Consolidated Statements of Financial Position
initially at fair value plus transaction costs on initial recognition
and subsequently measured at amortized cost unless stated
otherwise. Financial assets are derecognized when the rights to
receive cash flows from the investment have expired or have been
transferred and the Group has transferred substantially all risks
and rewards of ownership. Financial liability is derecognized when
the obligation is discharged, cancelled, or expired.
MAHA-ENERGY.COM
59
The Company characterizes its fair value measurements into a
three-level hierarchy depending on the degree to which the inputs
are observable, as follows:
⁄ Level 1 inputs are quoted prices in active markets for identical
assets and liabilities.
⁄ Level 2 inputs are inputs, other than quoted prices included
within Level 1, that are observable for the asset or liability
either directly or indirectly: and
⁄ Level 3 inputs are unobservable inputs for the asset or liability.
The Company recognizes the following financial
assets and liabilities:
Financial Assets at amortized cost
Assets that are held for collection of contractual cash flows where
those cash flows represent solely payments of principal and
interest are measured at amortized cost. The Company classifies
its cash and cash equivalents and accounts receivable at amor-
tized cost. The Company’s intent is to hold the receivables until
cash flows are collected.
Financial Assets through other comprehensive income (“FVOCI”)
Financial assets measured at FVOCI include assets that are held
for contractual cash flows and selling the financial assets, where
its contractual terms give rise on specific dates to cash flows that
represent solely payments of principal and interest.
Financial Assets at fair value through profit or loss (“FVTPL”)
Financial assets measured at FVTPL are assets which do not
qualify as financial assets at amortized cost or FVOCI and are
measured at fair value though profit or loss. The Company classi-
fies its holdings in Bolivia and the performance bonds as FVTPL.
Financial Liabilities at amortized cost
Financial liabilities are measured at amortized cost, unless they
are required to be measured at FVTPL, or the Company has opted
to measure them at FVTPL. Borrowings and accounts payable
are recognized initially at fair value, net of any transaction costs
incurred, and subsequently at amortized cost using the effective
interest method.
Financial Liabilities at FVTPL
Financial liabilities measured at FVTPL are liabilities which include
embedded derivatives and cannot be classified as amortized cost.
18. IMPAIRMENT OF FINANCIAL ASSETS
The measurement of impairment of a financial asset is based on
the expected credit losses (“ECL”). Accounts receivables are due
within one year or less; therefore, these financial assets are not
considered to have a significant financing component. For the
other receivables, as internal receivables (e.g. intercompany), the
Company applies a simplified approach which requires the use of
the lifetime expected loss provision for all trade receivables. In esti-
mating the expected loss for the lifetime, the Company considers
the anticipated credit losses from all possible default events over
the expected life of a financial asset and historical default rates
and credit ratings of major customers. For the ECL allowances for
cash and cash equivalents, the Company considers credit ratings
of the major banks that holds its cash with.
19. DERIVATIVE FINANCIAL INSTRUMENTS
Derivatives are initially recognized at fair value on the date a deriv-
ative contract is entered into and are subsequently remeasured
to their fair value. The method of recognizing the resulting gain or
loss depends on whether the derivative is designated as a hedging
instrument, and if so, the nature of the item being hedged. The
Company designates certain derivatives as either hedges of a
particular risk associated with a recognized asset or liability or a
highly probable forecasted transaction, hedges of the fair value of
recognized assets and liabilities or a firm commitment, or hedges
of a net investment in a foreign operation.
The Company does not have any derivative transactions in place
in 2024.
20. CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash at bank and in hand,
including offsetting bank overdrafts, short-term deposits, money
market funds and commercial paper that have a maturity of three
months or less at the date of acquisition.
21. INVENTORIES
Product inventories are valued at the lower of cost and net real-
izable value, cost being determined on a weighted average cost
basis. The cost of inventory includes all costs incurred in the
normal course of business to bring each product to its present
location and condition. Net realizable value is the estimated
selling price in the ordinary course of business, less any expected
selling costs. If the carrying amount exceeds net realizable value,
a write-down is recognized. The write-down may be reversed in
a subsequent period if circumstances which caused it no longer
to exist and the inventory is still on hand. Inventories of hydrocar-
bons are stated at the lower of cost and net realizable value.
22. EQUITY
Share capital consists of the registered share capital for the
Parent Company. Share issue costs associated with the issuance
of new equity are treated as a direct reduction of proceeds. Excess
contribution in relation to the issuance of shares is accounted for
in the item contributed surplus. The currency translation reserve
contains unrealized translation differences due to the conver-
sion of the functional currencies into the presentation currency.
Retained earnings contain the accumulated results attributable to
the shareholders of the Parent Company.
2024 ANNUAL REPORT
60
23. SHARE-BASED COMPENSATION
The Company has granted warrants to purchase common stock
to directors, officers, employees, and consultants under Warrants
Incentive Program. Share-based payments are measured at the
fair value of the instruments issued and amortized over the vesting
periods. The amount recognized as a stock-based payment
expense during a reporting period is adjusted to reflect the
number of awards expected to vest. The offset to this recorded
cost is contribute surplus.
The fair value of warrants is measured using the Black-Scholes
option pricing model. Measurement inputs include share price
on measurement date, exercise price of the instrument, expected
volatility, weighted average expected life of the instrument (based
on historical experience and general option holder behavior),
expected dividends, and the risk-free interest rate (based on
short-term government bonds). A forfeiture rate is estimated on
the grant date and is subsequently adjusted to reflect the actual
number of options that vest.
24. EARNINGS PER SHARE
Basic earnings (loss) per share is computed by dividing the net
income or loss applicable to common stock of the Company by
the weighted average number of common shares outstanding for
the relevant period.
Diluted earnings (loss) per common share is computed by dividing
the net income or loss applicable to common shares by the
sum of the weighted average number of common shares issued
and outstanding and all additional common shares that would
have been outstanding if potentially dilutive instruments were
converted using the treasury method.
25. PROVISIONS
A provision is reported when the Company has a legal or construc-
tive obligation as a consequence of an event, when it is more
likely than not that an outflow of resources is required to settle
the obligation, and a reliable estimate can be made of the amount.
Provisions are measured at the present value of the expenditure
expected to be required to settle the obligation using a discount
rate that reflects current market assessments of the time value
of money and the risks specific to the obligation. The increase in
the provision due to the passage of time is recognized as finance
costs.
On fields where the Group is required to contribute to site resto-
ration costs, a provision is recorded to recognize the future
commitment. An asset is created, as part of the oil and gas
property, to represent the discounted value of the anticipated site
restoration liability and depleted over the life of the field on a unit
of production basis. The corresponding accounting entry to the
creation of the asset recognizes the discounted value of the future
liability. The discount applied to the anticipated site restoration
liability is subsequently released over the life of the field and is
charged to financial expenses. Changes in decommissioning
costs and reserves are treated prospectively and consistent with
the treatment applied upon initial recognition.
Onerous contract provisions are recognized when the unavoid-
able costs of meeting the obligation exceed the economic benefit
derived from the contract. The provision for onerous contracts
is measured at the present value of estimated future cash
flows underlying the obligations, less any estimated recoveries,
discounted at the credit-adjusted risk-free rate. Changes in the
underlying assumptions are recognized in the Consolidated State-
ments of operations.
26. REVENUE
Revenue is recognized based on the consideration outlined in
contracts, representing amounts receivable net of discounts and
sales taxes. For the sale of crude oil, performance obligations
are fulfilled upon the transfer of control of the product to the
customer. This transfer occurs when the oil is physically trans-
ferred at the agreed delivery point, and the customer obtains legal
title. The Company’s continuing operations primarily involve one
main customer, accounting for 100 percent of consolidated gross
sales. No intercompany sales or purchases of oil and gas occurred
during the period. Furthermore, there were no contract assets or
liability balances during the presented period.
27. ROYALTIES
The tax regime an operational area defines whether royalties are
payable in cash or in kind. Royalties payable in cash are accrued
in the accounting period in which the liability arises. The Company
pays cash royalties to respective government agencies and to
private landowners as a percentage of the revenue that is gener-
ated through the sale of oil and gas production.
28. EXPLORATION COSTS
Costs incurred prior to obtaining the legal right to explore (pre-ex-
ploration costs) are expensed in the period in which they are
incurred as exploration expense. Costs incurred after the legal
right to explore is obtained are initially capitalized. If it is deter-
mined that the field/project/area is not technically feasible and
commercially viable or if the Company decides not to continue the
exploration and evaluation activity, the unrecoverable accumu-
lated costs are expensed as exploration expense.
MAHA-ENERGY.COM
61
29. INCOME TAXES
Income tax expense is comprised of current and deferred income
taxes. Income tax expense is recognized in profit and loss except
to the extent that it relates to items recognized in other compre-
hensive income or directly in equity. The Company utilizes the
liability method of accounting for income taxes. Under the liability
method, deferred income tax assets and liabilities are recognized
to reflect the expected deferred tax consequences arising from
temporary differences between the carrying value and the tax
bases of the assets and liabilities. Deferred tax assets and liabili-
ties are measured using the enacted or substantively enacted tax
rates expected to apply when the asset is realized, or the liability
settled. Deferred income tax assets are recognized to the extent
that it is more likely than not that the asset will be realized.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same
taxation authority and the Company intends to settle its current
tax assets and liabilities on a net basis.
30. GOING CONCERN
The Company prepared these consolidated financial statements
on a going concern basis, which contemplates the realization
of assets and liabilities in the normal course of business. The
Company manages its capital structure to support the Company’s
strategic growth.
As of the issuance date of these financial statements, Manage-
ment has not identified any material uncertainties concerning
the Company’s ability to continue its operations over the next 12
months.
Parent Company’s accounting policies
The Parent Company prepares its annual accounts in accor-
dance with the Annual Accounts Act (1995:1554) and the Finan-
cial Accounting Standards Council’s recommendation RFR 2
Accounting for Legal Entities. Under RFR 2, the Parent Company,
in preparing the annual financial statements for the legal entity,
applies all EU-approved IFRSs and statements insofar as this is
possible within the framework of the Annual Accounts Act and
with respect to the connection between accounting and taxation.
The recommendations specify which exceptions and additions
are to be made from and to IFRS.
The Parent Company’s accounting policies do not in any material
respect deviate from the Group policies and have been consis-
tently applied in all periods presented in the financial statements
of the Parent Company. The differences between the accounting
policies of the Group and the Parent Company are stated below.
1. SHARES AND PARTICIPATION
Shares and participation in Group companies are recognized at
cost, including transaction costs, and subject to impairment
testing each year. Dividends, when paid, are recognized in profit
or loss.
2. SHAREHOLDERS’ CONTRIBUTIONS
Unconditional shareholders’ contributions are recognized directly
in shareholders’ equity at the recipient and capitalized in shares
and participations at the giver, to the extent that impairment is not
required.
3. GROUP CONTRIBUTIONS
The parent company uses the alternative method in accounting for
group contributions and records paid, as well as received contri-
butions as appropriations in the income statement.
2024 ANNUAL REPORT
62
Critical accounting estimates and judgments
The Company makes estimates and assumptions about the
future that affect the reported amounts of assets and liabilities.
Estimates and judgments are continually evaluated based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the circum-
stances. Any revisions to accounting estimates are recorded in
the period in which the estimates are revised.
The following are the key assumptions about the future and other
key sources of estimation at the end of the reporting period that,
if changed, could result in a material adjustment to the carrying
amount of assets and liabilities within the next financial year.
1. ESTIMATES IN OIL AND GAS RESERVES
Estimates of oil and gas reserves are used in the calculations for
impairment tests and accounting for depletion, decommissioning
provisions and business acquisitions. Standard recognized eval-
uation techniques are used to estimate the proved and probable
reserves. Estimates of the proved and probable reserves require
the application of judgement and are subject to annual revisions
based on new information such as changes in economic factors,
including product prices, contract lease terms or development
plans.
These techniques consider the future level of development
required to produce the reserves. An independent reserves
specialist reviews these estimates. Changes in estimates of oil
and gas reserves, resulting in different future production profiles,
will affect the discounted cash flows used in impairment testing,
the anticipated date of site decommissioning and restoration and
the depletion charges in accordance with the unit of production
method. Changes in estimates in oil and gas reserves could for
example result from additional drilling, observation of long-term
reservoir performance or changes in economic factors such as oil
price and inflation rates.
2. IMPAIRMENT OF OIL AND GAS
PROPERTIES
For purposes of impairment testing, PPE are aggregated into
CGUs, based on separately identifiable and largely independent
cash inflows. The determination of the Company’s CGUs is
subject to judgment. Key assumptions in the impairment models
relate to prices and costs that are based on forward curves and
long-term corporate assumptions. The recoverable amount of the
Company’s CGUs is determined using estimates of the future cash
flows based on future oil and gas prices and expected production
volumes. These calculations require the use of estimates and
assumptions, including the discount rate. It is possible that the
commodity price assumptions may change, which may impact
on the estimated life of the field and economical reserves recov-
erable and may require an adjustment to the carrying value of
developed and producing assets. The Company monitors internal
and external indicators of impairment relating to its assets and
records adjustments, if necessary, at each reporting period date.
The Company used fair value less cost of disposal in assessing
the impairment indicators before classifying the Brazil segment
as assets held for sale.
3. DECOMMISSIONING PROVISIONS
These provisions have been created based on the Company’s
internal estimates. Assumptions, based on the current economic
environment, have been made which management believes are a
reasonable basis upon which to estimate the future liability. These
estimates take into account any material changes to the assump-
tions that occur and are reviewed regularly by management.
Estimates such as discount rates, timing of the abandonment and
the abandonment costs itself are reviewed every reporting period
and are based on current regulatory requirements.
Significant changes in estimates of contamination, restoration
standards and techniques will result in changes to provisions from
period to period. Actual rehabilitation costs will ultimately depend
on future market prices for the rehabilitation costs, which will
reflect the market conditions at the time the rehabilitation costs
are actually incurred. The final cost of the currently recognized
rehabilitation provisions may be higher or lower than currently
provided for.
4. EXPENDITURES ON EXPLORATION
AND EVALUATION ASSETS
The application of the Company’s accounting policy for expen-
ditures on exploration and evaluation assets requires judgment
in determining whether it is likely that future economic benefits
will flow to the Company, which may be based on assumptions
about future events or circumstances. Factors such as drilling
results, future capital programs, future operating expenses, as
well as estimated reserves and resources are considered. In addi-
tion, Management uses judgment to determine when exploration
and evaluation assets are reclassified to Producing properties.
In making this determination, various factors are considered,
including the existence of reserves, and whether the appropriate
approvals have been received from regulatory bodies and the
Company’s internal approval process.
Exploration and evaluation assets impairment assessment
requires management judgement, as these assets are subject
to ongoing internal reviews to establish the technical feasibility
and commercial viability of a project. Indicators of impairment or
impairment reversals are based on management’s assessments
of the future recoverable value of the exploration and evaluation
assets. Exploration and evaluation assets are aggregated into
CGUs when assessing recoverability. Determination of a CGU’s
recoverable amount is described above in impairment of oil and
gas properties.
MAHA-ENERGY.COM
63
5. DEFERRED INCOME TAX ASSETS
The Company accounts for the differences that arise between
the carrying amount of assets and liabilities and their tax bases
in accordance with IAS 12, Income Taxes, which requires deferred
income tax assets only to be recognized to the extent that is prob-
able that future taxable profits will be available against which the
temporary differences can be utilized. Management estimates
future taxable profits based on the financial models used to
value its oil and gas properties. Any change to the estimates and
assumptions used for the key operational and financial variables
used within the business models could affect the amount of
deferred income tax assets recognized.
The effects of changes in estimates do not give rise to prior year
adjustments and are treated prospectively over the estimated
remaining commercial reserves of each field. While the Company
uses its best estimates and judgement, actual results could differ
from these estimates.
6. CONTINGENCIES
The Company accrues a contingency if the Company believes
a loss is probable and can be reasonably estimated, based on
information that is available at the time. The determination of
whether a loss is probable from litigation and whether an outflow
of resources is likely requires judgment.
The Company did not recognize a deferred tax asset in 2024.
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3. Segment Information
Operating segments are based on a geographic perspective and reported in a manner consistent with the internal reporting provided to
the executive management. The operating netback is regularly reviewed by the executive management.
⁄ United States of America (USA):
Includes all oil and gas activities in the Illinois Basin and the impairment of LAK field in Q4 2023.
⁄ Corporate:
Includes aggregates costs incurred at the Company’s corporate office in Sweden and the technical and support office in Brazil.
These costs are not allocated to the operating segment. The segment information does not include any amounts for discontinued
operations, which are described in more detail in Note 8.
The following tables present the operating netback and net results for the segment. Revenue and income
relate to external (non-intra group) transactions.
Full year 2024 (TUSD) USA Corporate ConsolidatedRevenue 8,492 - 8,492Royalties (1,891) - (1,891)Production and operating (2,184) - (2,184)Operating Netback 4,417 - 4,417Depletion, depreciation, and amortization (3,007) (79) (3,086)General and administration - (8,196) (8,196)Stock‐based compensation - (2,176) (2,176)Foreign currency exchange gain/loss - (1,215) (1,215)Impairment/Write-off - (558) (558)Other income - 1,164 1,164Operating Results - (11,060) (9,650)Net Finance - (39,912) (39,912)Current and deferred tax - - -Net results from continuing operations - (50,972) (49,562)
Full year 2023 (TUSD) USA Corporate ConsolidatedRevenue 5,226 - 5,226Royalties (1,268) - (1,268)Production and operating (1,761) - (1,761)Operating Netback 2,197 - 2,197Depletion, depreciation, and amortization (1,788) (48) (1,836)General and administration - (5,014) (5,014)Stock‐based compensation - 276 276Foreign currency exchange gain/loss - 319 319Impairment/Write-off - (2,459) (2,459)Other income - (1,359) (1,359)Operating Results 409 (8,285) (7,876)Net Finance - 1,121 1,121Current and deferred tax - - -Net results from continuing operations 409 (7,164) (6,755)
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4. Revenue
The Company derives revenue from the transfer of goods at a point in time from oil production in the USA.
Revenue (TUSD) 2024 2023Total Revenue from continuing operations 8,492 5,226
Revenue is measured at the consideration specified in the contracts and represents amounts receivable, net of discounts and sales
taxes. Performance obligations associated with the sale of crude oil are satisfied when the oil is physically transferred at the delivery
point agreed with the customer and the customer obtains legal title. The continuing operations of the Company have one main customer
that individually accounts for 100 percent of the Company’s consolidated gross sales.
Royalties are settled in cash and based on realized prices before discounts. Royalty expenses are consistent with higher revenue for the
same period.
Royalties (TUSD, unless otherwise noted) 2024 2023Royalties 1,891 1,268 Royalties as a % of revenue 22.3% 24.3%
5. General and Administrative Expenses
Recurring G&A (General and Administrative Expenses) refers to periodic costs to keep the company ongoing process, excluding the
one-off or irregular expenses.
G&A (TUSD) 2024 2023Extraordinary Consulting Fees (965) - Additional M&A Transactions (1,517) (1,754)One-off restructuring costs (269) (1,886)Reduced G&A relocations (61) (722)Non - Recurring G&A (2,812) (4,362)Recurring G&A (5,384) (655)Total G&A of Continuing operations (8,196) (5,017)
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Recurring G&A related to continuing operations increased in 2024, when compared to the same period in 2023, due to the exclusion of
TUSD 7,140 in 2023 related to discontinued operations in Brazil and Oman.
Additionally, some expenses related to Brazil operations, which were classified as discontinued operations in 2024 due to the Brava
Energia roll-up, were recorded as recurring G&A by Maha from the third quarter of 2024 onwards. This is because these expenses were
transferred to Maha BRZ through a spin-off.
Total G&A related to Discontinued Operations is disclosed on Note 8 and on the Financial Summary.
Consolidated TUSD Parent TSEK G&A Continued and Discontinued operations2024 2023 2024 2023Personnel costs 2,324 2,236 3,837 13,664Rent & Office cost 245 174 104 296Insurance 325 146 101 -Listing and marketing cost 78 166 828 1,670Costs of external services * 3,922 1,380 19,277 29,524Software & information technology 213 144 662 174Travel related costs 872 529 1,938 4,584Non recoverable taxes & other costs 217 242 1,556 2,068Continued operations 8,196 5,017 28,303 51,980Discontinued operations 2,832 7,140 - -Total G&A 11,028 12,157 28,303 51,980
* Mostly related to investment in Venezuela new business.
6. Financial Income & Finance Costs
Net Finance (TUSD) Note 2024 2023Interest and investment income 1,908 8,155 3R Offshore debentures 1,092 - Finance income 3,000 8,155 Amortization of decommissioning provision 15 (22) (36)Amortization of deferred financing fees 14 (886) (1,389)Interest expense (3,290) (5,609)Finance costs (4,198) (7,034)Changes in fair value of financial instruments (38,714) -Net Finance (39,912) 1,121
7. Income Taxes
Consolidated TUSD Parent TSEK2024 2023 2024 2023Current tax expense - - - - Deferred tax expense (income) - - - - Total - - - -
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8. Discontinued Operations
Sale of Oman in Q4 2023
RESULTS OF DISCONTINUED OPERATIONS – OMAN
Oman Discontinued Operations Income Statement (TUSD) 2024 2023Cost of salesDepletion, depreciation and amortization (16) (15)Gross profit (16) (15)General and administration (975) (1,837)Foreign currency exchange - (1)Impairment - (25,233)Other income/losses - (57) Operating result (991) (27,143)Net finance income (costs) 28 144Result before tax (963) (26,999)Net result from discontinued operations (963) (26,999)
CASH FLOW OF DISCONTINUED OPERATIONS – OMAN
Cash Flow from Discontinued Operations (TUSD) 2024 2023Cash from operating activities 2,541 (3,731)Cash used in investment activities (2,515) (13,602)
ASSETS AND LIABILITIES HELD FOR SALE – OMAN
Assets and Liabilities Held for Sale - Oman (TUSD) 2024Assets held for sale Property, plant and equipment 38Exploration and Evaluation Assets (E&E) 31,863Prepaid expenses and deposits 192Accounts receivable and other credits 284Cash and cash equivalents 365Impairment (24,703)Total assets held for sale 8,039Liabilities held for sale Decommissioning provision (1,433)Accounts payable (3,935)Accrued liabilities and provisions (671)Total liabilities held for sale (6,039)
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EXPLORATION AND EVALUATION ASSETS (E&E)
In the 2024, the E&E figures depicted in the table below refers the discontinued operation in Oman, which was reclassified as an asset
held for sale on the balance sheet.
Exploration and Evaluation Assets (TUSD) 31 December 2022 29,202Additions in the period 12,994Change in decommissioning cost (604)Farmout proceeds (10,180)Impairment of Exploration and Evaluation Assets (31,412)Asset Held for Sale - 31 December 2023 -Additions in the period 2,536Change in decommissioning cost -Farmout proceeds -Impairment of Exploration and Evaluation Assets (2,536)Asset Held for Sale -31 December 2024 -
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Maha Energy Holding Brasil Ltda. was sold in Q3 2024 in the context of
3R Offshore Rollup Transaction
RESULTS OF DISCONTINUED OPERATIONS – MAHA ENERGY HOLDING BRASIL LTDA.
Brazil Discontinued Operations Income Statement (TUSD) 2024 2023Cost of salesProduction costs - -Depletion, depreciation and amortization (50) (47)Gross profit (50) (47)General and administration (1,857) (4,378)Stock‐based compensation - -Foreign currency exchange gain/loss 94 (5)Share of income from investment in associate 1,299 3,977 Other income/losses 71 1,396Operating result (443) 943 Net finance income (costs) 463 505 Result before tax 20 1,448 Current tax recovery (expense) (3) -Deferred tax expense - - 17 1,448 Gain on sale of discontinued operations 17,943 -Net result from discontinued operations 17,960 1,448
CASH FLOW FROM DISCONTINUED OPERATIONS - MAHA ENERGY HOLDING BRASIL LTDA
Cash Flow from Discontinued Operations (TUSD) 2024 2023Cash from operating activities (1,762) (3,619)Cash used in investment activities (721) (7,620)Cash from (used in) financing activities 2,377 11,284
3R OFFSHORE ROLL-UP TRANSACTION
On July 31, 2024, the transactions including the merger of Enauta shares into 3R Petroleum and the roll up of Maha’s 15% holdings in
3R Offshore into the combined entity, Brava Energia, were concluded. As a result, in the third quarter of 2024 Maha received 10,081,840
common shares issued by Brava Energia, corresponding to 2.17% of the total voting and share capital.
Added to the shares acquired by the Company during the first quarter of 2024, Maha held, as per end of 2024, approximately 22 million
shares of Brava Energia, corresponding to 4.76% of its total shares.
A capital gain of TUSD 17,943 has been recognized in Q3 2024 under discontinued operations as a result of this transaction
Gain on sale of discontinued operations (TUSD) 2024Net assets of discontinued operations sold 35,078Total value received from sales 53,021Gain on sale of discontinued operations 17,943
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Sale of Maha Energy Brasil Ltda. in Q1 2023
In December 2022, Maha announced the divestment of its Brazilian subsidiary (Maha Brazil) to PetroRecôncavo, the “Maha Brazil
Transaction”, which was completed in February 2023. The adjusted purchase price was TUSD 150,913, to be paid in two installments: (a)
TUSD 95,886 at the closing date, and (b) TUSD 55,030, 6 (six) months after the closing date. In addition, earn-outs of up to TUSD 36,100,
which could be paid based on certain contractual conditions being met, whereof up to TUSD 24,100 refers to the average annual Brent
oil price for the next three years.
RESULTS OF DISCONTINUED OPERATIONS – MAHA ENERGY BRASIL LTDA.
Brazil Discontinued Operations Income Statement (TUSD) 2024 2023Revenue Oil and gas sales - 9,049 Royalties - (776)Net Revenue - 8,273 Cost of sales Production expense - (1,518)Depletion, depreciation and amortization - -Gross profit - 6,755 General and administration - (925)Stock‐based compensation - -Exploration and business development costs - -Foreign currency exchange gain/loss - -Impairment - -Share of income from investment in associate - -Other income/losses - 336 Other gains - -Operating result - 6,166 Net finance income (costs) - (2)Result before tax - 6,164 Current tax recovery (expense) - (261)Deferred tax expense - (90) - 5,813 Gain on sale of discontinued operations - 19,152 Realized accumulated other comprehensive loss on discontinued operations - (26,612)Net result from discontinued operations - (1,647)
CASH FLOW FROM DISCONTINUED OPERATIONS – MAHA ENERGY BRASIL LTDA.
Cash Flow from Discontinued Operations (TUSD) 2024 2023Cash from operating activities - 4,552 Cash used in investment activities - (2,820)Cash from (used in) financing activities - -
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RESULT OF THE SALE OF MAHA BRAZIL IS DETAILED IN THE FOLLOWING TABLE:
Gain on the sale of Maha Brazil (TUSD) 28 February 2023 Cash Consideration 138,000 Working capital and other adjustment 12,913 Net assets of discontinued operations sold (131,761)Gain on sale of discontinued operations 19,152 FX on translation on disposition (26,612)Total amount of loss on disposal (7,460)
9. Property, Plant and Equipment
Oil and gas Equipment and Right-of-use Property, Plant and Equipment (TUSD)propertiesOtherassets TotalCost December 31, 2022 17,057 1,877 256 19,190 Additions 3,237 66 606 3,909 Currency translation adjustment - (1,478) (256) (1,734)December 31, 2023 20,294 465 606 21,365 Additions 3,672 20 23 3,715 Impairment of an asset (7) - - (7)Sale of an asset - (243) - (243)Change in decommissioning cost (77) - - (77)Currency translation adjustment - 5 (131) (126)December 31, 2023 23,882 247 498 24,627 ACCUMULATED DEPLETION, DEPRECIATION AND AMORTIZATION December 31, 2022 (4,431) (609) (135) (5,175)DD&A (1,775) (95) (13) (1,883)Currency translation adjustment - 546 135 681 December 31, 2023 (6,206) (158) (13) (6,377)DD&A (2,982) (8) (96) (3,086)Sale of an asset - 51 - 51 Currency translation adjustment - (27) (4) (31) 31 December 2024 (9,188) (142) (113) (9,443)CARRYING AMOUNT 31 December 2023 14,088 307 593 14,988 31 December 2024 14,694 105 385 15,184
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(TUSD) Brazil USA Corporate ConsolidatedOil and Gas properties - 14,698 - 14,698 Other Tangible assets 73 17 11 101 Right of use assets 385 - - 385 December 31, 2024 458 14,715 11 15,184 Oil and Gas properties - 14,093 - 14,093 Other Tangible assets 63 234 12 309 Right of use assets 586 - - 586 December 31, 2023 649 14,327 12 14,988
The capital expenditure investments made in 2024, totaling in 2024 TUSD 3,715, are related to the acquisition, drilling, completion, and
abandonment processes, and are recognized under the Oil and Gas properties line in the balance sheet.
DEPLETION, DEPRECIATION, AND AMORTIZATION (“DD&A”) AND IMPAIRMENT
The depletion rate is calculated on proved and probable oil and natural gas reserves, considering the future development costs to
produce the reserves. Depletion expense is computed on a unit-of-production basis. The depletion rate will fluctuate during each
re-measurement based on the capital spending and reserves additions for the period.
DD&A expenses amounted to TUSD (3,086) as compared to TUSD (1,836) for the comparative 2023. The increase in the depletion
expense is primarily due to higher production volumes.
10. Accounts Receivables
TUSD Parent TSEK2024 2023 2024 2023Oil and gas sales 362 199 - - Tax credits and other receivable 907 893 23,965 20,508 Total 1,269 1,092 23,965 20,508
The Company’s oil and gas sales are exclusively with one customer in the USA. To mitigate credit risk, the Company partners with
reputable purchasers. As of December 31, 2024, expected credit losses were minimal, with no history of collection issues from this
customer, who maintains a high credit rating and has no default history.
11. Cash and Cash Equivalents
TUSD 2024 2023Cash 758 13,786 Short term investments 8,177 74,503 Total 8,935 88,289
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12. Share Capital
Shares Outstanding A B Total 31 December 2022 143,615,696 - 143,615,696Treasury shares 34,829,057 - 34,829,05731 December 2023 178,444,753 - 178,444,753Treasury shares - - -31 December 2024 178,444,753 - 178,444,753
WARRANT INCENTIVE PROGRAM
The Company has a long-term incentive program (“LTIP”) as part of the remuneration package for management and employees.
Warrants Expired or Incentive Exercise Issued Exercised Cancelled Programme Exercise periodPrice SEK 1 Jan 20242024 20242024 31 Dec 20242020 (LTIP 4) 1 June 2023 – 29 10.9 348,331 - - (348,331) -February 20242021 (LTIP 5) 1 June 2024 – 28 12.4 773,281 - - - 773,281February 20252021 (LTIP 6) 1 June 2023 – 29 12.4 493,568 - - (493,568) -February 20242022 (LTIP 7) 1 June 2025 – 1 20.65 678,821 - - - 678,821Jun 20302023 (LTIP 8) 18 January 2027 8.55 - 3,236,919 - (507,752) 2,729,167– 1 January 20302023 (LTIP 9) 18 January 2027 8.55 - 2,856,107 - - 2,856,107– 1 January 20302023 (LTIP 8) 10 July 2027 – 1 8.55 - 2,983,043 - - 2,983,043January 20302023 (LTIP 9) 10 July 2027 – 1 8.55 - 952,033 - - 952,033January 2030Total 2,294,001 10,028,102 - (1,349,651) 10,972,452
Each warrant shall entitle the holder to subscribe one new Share in the Company at the subscription price per share. The fair value of the
warrants granted has been estimated on the grant date using the Black & Scholes model.
On 18 December 2023, the extraordinary general meeting resolved, in accordance with the proposal of board of directors, to establish
a new incentive program for employees and consultants through issuance of warrants (LTIP-8) for a maximum of 5,712,210 warrants.
In addition, the general meeting also resolved, in accordance with the proposal of the Nomination Committee, to establish an incentive
program for the members of the Board of Directors, through issuance of warrants (LTIP-9) for a maximum of 3,808,140 warrants.
Warrants from LTIP-8 and LTIP-9 were granted in January 2024 and in July 2024 estimated using the Black and Scholes model,
employing the assumptions outlined in the tables below. The total stock-based compensation expense for 2024 amounted to TUSD (638)
(2023: TUSD (2,176)).
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The weighted average assumptions and fair value are as follows:
2024 Incentive Program Granted on: January 2024 July 2024Risk free interest rate (%) 2.25 2.18 Average Expected term (years) 5.95 5.48Expected volatility (%) 58.91 57.68Forfeiture rate (%) 10 10Weighted average fair value (SEK) 5.91 4.55
BUY-BACK PROGRAM (REPURCHASED SHARES)
On August 12, 2024, the Board of Directors of Maha resolved, based on the authorization granted by the annual general meeting on 29
May 2024, to initiate a share buy-back program to repurchase up to 10% of Maha’s outstanding shares. The program aims to provide
the company with greater flexibility in managing its equity and optimizing its capital structure. Repurchased shares may also be utilized
as consideration for acquisitions or financing business opportunities, as well as for the administration of incentive programs. As of
December 31, 2024, the company repurchased 1,528,922 shares (0.86% of outstanding shares), with a total disbursement of TSEK
11,987 (approximately TUSD 1,166).
13. Earnings Per Share
Earnings per share are calculated by dividing the net result attributable to shareholders of the Parent Company by the weighted average
number of shares for the year.
2024 2023Net results -continuing ops (49,562) (5,307)Net results -discontinued ops 16,997 (28,646)Net result attributable to shareholders of the Parent Company, TUSD (32,565) (33,953)Weighted average number of shares for the year 171,631,408 164,799,396Earnings per share from continuing operations, USD (0.29) (0.03)Earnings per share from discontinued operations, USD 0.10 (0.17)Earnings per share, USD (0.19) (0.20)Weighted average diluted number of shares for the year 171,372,460 164,799,396 Earnings per share fully diluted from continuing operations, USD (0.29) (0.03)Earnings per share fully diluted from discontinued operations, USD 0.10 (0.17)Earnings per share fully diluted, USD (0.19) (0.20)
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14. Bank Debt
BTG LOAN
The Company had a credit agreement for a senior secured term
loan of TUSD 60,000 (the “Term Loan”) with Banco BTG Pactual
(“BTG”), with maturity date on 31 March 2025. The Term Loan
had gradual interest that increased from 12.75% to 13.5% as
the maturity dates approached, which were quarterly paid. The
principal amount was to be repaid in quarter instalments over
a four (4) year period, commencing 15 months from the credit
agreement date.
In August 2024, Maha Energy decided to fully amortize the bank
debt using the remaining cash collateral deposited in restricted
accounts. As a result of the early amortization, despite the payment
of a 2% fee over the principal amount plus the accrued interest,
until the payment date this action generates approximately
TUSD 600 of savings on interest for the next quarters.
SAFRA LOAN
In August 2024, the Company entered into a new loan agreement
of TUSD 15,000 with Banco Safra S.A. (“Safra”), with one-year
term, and an interest rate of 6.9% per annum, to be paid on a
quarterly basis. A 1% commission on the total amount was paid by
Maha to Safra on the signing date, totaling TUSD 150.
As a condition to this loan, the Company provided a guarantee
corresponding to 222% of the main amount. The guarantee was
performed through the pledge of part of Company’s shares in
Brava Energia.
In November 2024 the full outstanding amount of the loan was
repaid to avoid granting additional cash collaterals resulting in a
higher cost of debt.
Bank Debt TUSD TSEK31 December 2022 (46,090) (491,436)Loan repayment 14,250 152,740Interest Expense (1,168) (12,446)Interest paid (1,371) -Currency translation adjustment - (2,900)31 December 2023 (34,379) (354,042)Additions (15,000) (159,450)Loan repayment 49,500 524,708 Interest paid 3,893 54,040 Interest Expense (3,128) (36,687)Deferred financing costs (886) (8,058)Currency translation adjustment - (20,511)31 December 2024 - -Current portion - -Non‐current - -
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15. Decommissioning Provision
Decommissioning costs will be incurred by Maha at the end of the operating life of its oil facilities and properties. In determining the
amount of the provision, assumptions and estimates are made regarding discount rates, the expected cost of abandoning facilities and
removing assets from the site to remediate environmental damage caused, and the expected timing of these costs. When estimating
the expected cost, Maha considers (among other factors) changes in environmental legislation and regulations that may affect the plant
dismantling and removal process.
The provision at the reporting date represents management’s best estimate of the present value of the future asset retirement costs
required. The discount rate used in the calculation of the provision is a market-based risk-free rate based on the applicable currency and
time horizon of the underlying cash flows.
The following table presents the reconciliation of the opening and closing decommissioning provision:
Decommissioning Provision (TUSD) (TUSD) 31 December 2022 (1,700)Accretion of decommissioning provision (89)Decommissioning provision adds (747)Settlement of decommissioning liabilities 619Reduction of provision due to the sale of the leasehold participation (6)Transfer to liabilities related to assets held for sale 1,345Change in estimate at YE 39 31 December 2023 (539)Accretion of decommissioning provision (21)Decommissioning provision adds (55)Settlement of decommissioning liabilities -Reduction of provision due to the sale of the leasehold participation 22Transfer to liabilities related to assets held for sale -Change in estimate at YE 11431 December 2024 (479)
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16. Lease Liability
The Company leases office premises, with a five-year term.
Lease Liability (TUSD) Total 31 December 2022 (155)Additions (745)Dispositions 259Interest expense (25)Lease payments 82Foreign currency translation (14) 31 December 2023 (598)Additions (24)Dispositions -Interest expense (33)Lease payments 152Foreign currency translation 86 31 December 2024 (417)Less current portion (99)Lease liability – non-current (318)
17. Accounts Payable and Accrued Liabilities
Group TUSD Parent (TSEK)2024 2023 2024 2023Account payable (828) (3,017) (3,147) (461)Accrued liabilities (256) (736) (104) (6,476)Total (1,084) (3,753) (3,251) (6,937)
18. Changes in Liabilities with Cash Flow Movements
from Financing Activities
The changes in liabilities whose cash flow movements are disclosed as part of financing activities in the cash
flow statements are as follows:
Non-cash changesAmortization Foreign Transferred to At 31 At 1 January Lease adds of deferred exchange liabilities held December 2024 Cash Flowsunder IFRS 16financing feesmovementfor sale2024Lease Liability (598) 152 (57) - 86 - (417)Bank debt (34,379) 50,265 (15,000) (886) - - -
Non-cash changesAmortization Foreign Transferred to At 31 At 1 January Lease adds of deferred exchange liabilities held December 2023 Cash Flowsunder IFRS 16financing feesmovementfor sale2023Lease Liability (155) 82 (511) - (14) - (598)Bank debt (46,090) 14,250 - (2,539) - - (34,379)
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19. Financial Assets and Liabilities
For financial instruments measured at fair value in the balance sheet, the following hierarchy is used:
Level 1: Level 2: Level 3: based on quoted prices in based on inputs other than based on inputs which are active markets.quoted prices as within level not based on observable 1, that are either directly or market data.indirectly observable.
The Company’s cash and cash equivalents, short-term and liquid financial investments, accounts receivable, accounts payable and
accrued liabilities are assessed as per the fair value hierarchy described above. The fair value of these items approximates their carrying
value due to their short maturity term.
The long-term financial assets and the bank debt are carried at amortized cost, which approximates the fair value.
Long-Term Financial Assets (TUSD) - 2024 Level Amortized cost FVTPL TotalInvestment in GTB 3 - 1,067 1,067Call option PetroUrdaneta 3 - 4,983 4,983Performance Bonds 3 - 206 206Total - 6,256 6,256
Short-Term Financial Assets (TUSD) - 2024 Level Amortized cost FVTPL TotalBrava Energia shares 1 - 84,043 84,043Debenture - 3R Offshore 2 3,483 - 3,483Total 3,483 84,043 87,526
BRAVA ENERGIA
Maha holds approximately 22 million shares, corresponding to 4.76% of Brava Energia’s total shares.
BOLIVIAN PIPELINE – GASTRANSBOLIVIANO
On 6 July 2023, Maha made an investment of TUSD 1,000 in 2B Ametrino AB, through the acquisition of 3,845 shares, equivalent to
approximately 7% interest in said company. Additionally, the Company paid TUSD 67 to cover transaction expenses. 2B Ametrino AB
holds a 38% interest in GasTransboliviano S.A., a company which owns the Bolivian portion of the “Brasil-Bolivia” pipeline.
DEBENTURE - 3R OFFSHORE
In 2024, to finance the development of 3R Offshore’s assets, Maha subscribed to non-convertible debentures issued by 3R Offshore in
the amount of TUSD 3,483. The debenture carries an interest rate tied to the Brazilian floating interbank rate (CDI), plus a spread of 3.8%.
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20. Management of Financial Risk
The Company thoroughly examines the various risks to which it is exposed and assesses the impact and likelihood of those risks. The
Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk
limits and to monitor market conditions and the Company’s activities. The Board of Directors has overall responsibility for establishment
and oversight of the Company’s risk management; however, the Board of Directors delegates execution responsibility to the Company’s
management.
The types of risk exposures and the objectives and policies for managing these risks exposures are described
below:
A) CURRENCY RISK
The main functional currencies of the Company’s subsidiaries are Brazilian Real (“BRL”) for the subsidiaries in Brazil and Luxembourg
and Swedish Krona (“SEK”) for the ones in Sweden, making the Company sensitive to fluctuations of these currencies against US Dollar
(“USD”).
To minimize foreign currency risk, the Company’s cash balances are held primarily in USD. USD funds are converted to other currencies
on a needed basis.
The following table summarizes the effect that a change operation’s currency against the US Dollar would have on net result of the
Company, including results from the discontinued operations, for the year-ended 31 December 2024.
Average Rate 2024 10% USD weakening 10% USD strengtheningBRL/USD 6.185128 5.5666 6.8036 Total effect on net result, TUSD 585 (479)
B) CREDIT RISK
The exposure to credit risk arises through the failure of a customer or another third party to meet its contractual obligations to the
Corporation. The Company’s policy is to limit credit risk by limiting the counterparties to major banks and oil and gas companies.
Where it is determined that there is a credit risk for oil and gas sales, the policy is to require an irrevocable letter of credit (or equivalent
instrument) for the full value of the sale or prepayment. The policy on joint operations parties is to rely on the provisions of the underlying
joint operating agreements to take possession of the licence or the joint operations partner’s share of production for non-payment of
cash calls or other amounts due.
As at 31 December 2024, the Company’s account receivables from the continuing operations in USA amounted to TUSD 1,269 (2023:
TUSD 1,092). The Company markets and sells its oil through marketing companies and payments are received in 30 days. There is no
recent history of default and expected credit loss associated with these receivables is not significant. Other short-term receivables are
considered recoverable as they are mainly related to taxes and employee advances.
C) LIQUID RISK
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Liquidity risk also includes
the risk of not being able to liquidate assets in a timely manner at a reasonable price. The Company has since inception been equity
and debt financed through share and Bonds issues. The Company has in place a planning and forecasting process to help determine
the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there is
sufficient available capital to meet its short-term business requirements, taking into account its anticipated cash flow from operations
and its holdings of cash and cash equivalents.
The Company manages its liquidity risk by ensuring it has access to multiple sources of capital including cash, cash from operating
activities, as well as available capital markets. As of 31 December 2024, the Company had current assets of TUSD 106,314 which
includes TUSD 7,076 relating to assets held for sale and current liabilities of TUSD 7,222, including TUSD 6,039 relating to liabilities held
for sale.
As of December 2024, the Company has repaid outstanding bank debt and is now debt free.
2024 ANNUAL REPORT
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The maturity dates for the Company’s undiscounted cash outflows related to financial liabilities of the
continuing operations are as follows:
TOTAL < 1 YEAR 1-2 YEARS 2-5 YEARS2024 Accounts payable and accrued liabilities (1,084) (1,084) - -Lease liabilities (417) (99) (100) (218) Bank debt - - - - Bank debt Interest - - - - (1,501) (1,183) (100) (218)
TOTAL < 1 YEAR 1-2 YEARS 2-5 YEARS2023 Accounts payable and accrued liabilities (3,752) (3,752) - - Lease liabilities (598) (104) (108) (386)Bank debt (34,379) (22,500) (11,879) - Bank debt Interest (3,031) (2,829) (202) - (41,760) (29,185) (12,189) (386)
D) INTEREST RATE RISK
Interest rate risk is the risk that changes in the market interest rates may affect earnings and cash flows. The Company was exposed
to interest rate risk through the Term loan.
The total interest expense for 2024 amounted to TUSD 4,176 (2023: TUSD 6,981) which included TUSD 886 (2023: TUSD 1,389) of the
bank loan fees amortization. By the end of 2024, the Company is not exposed to interest rate risk since it is now a debt free company.
E) COMMODITY PRICE RISK
The Company is subject to price risk associated with fluctuation in the market prices for oil and gas. Prices of oil and gas are impacted
by the normal economic drivers of supply and demand as well as the financial investors and market uncertainty which are generally
beyond the Company’s control. Factors that influence these include operational decisions, natural disasters, economic conditions,
political instability or conflicts and actions by major oil exporting countries.
Changes in crude oil prices may significantly affect the Company’s results of operations, cash generated from operating activities, capital
spending and the Company’s ability to meet its obligations. Most of the Company’s production is sold under short-term contracts; conse-
quently, the Company is at risk to near-term price movements. The Company manages this risk by constantly monitoring commodity
prices and factoring them into operational decisions, such as contracting or expanding its capital expenditures program.
The table below summarizes the effect that a change in the realized oil prices would have had on the net
result of the continuing operations and equity on 31 December 2024:
Net result of the year from continuing operations, TUSD (49,562) (49,562)Possible shift (10%) +10%Total effect on net result, TUSD 6,624 (6,624)(13.37%) (13.37%)
MAHA-ENERGY.COM
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21. Management of Capital
The Company manages its capital structure to support the Company’s strategic growth. The Company’s objectives when managing its
capital structure are to maintain financial flexibility, preserve access to capital markets, ensure its ability to finance internally generated
growth and to fund potential acquisitions while maintaining the ability to meet the Company’s financial obligations as they come due.
The Company’s policy is to limit credit risk by limiting the counterparties to major banks. The Company considers credit ratings of the
major banks that it holds its cash with. Currently Maha’s investments are composed of low-risk assets and short-term investments with
high liquidity. In addition, the Company, from time to time may invest in potential attractive equity positions or high yield fixed income
assets but always keeping within Maha’s internal investment policies.
The Company considers its capital structure to include shareholders’ equity of TUSD 119,735 (31 December 2023: TUSD 154,825) and
current assets of TUSD 106,314.
The Company manages its capital structure and adjusts it considering changes in economic conditions and the risk characteristics
of the underlying oil and natural gas assets. To facilitate the management of its capital requirements, the Company prepares annual
expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general
market and industry conditions. The annual budget and subsequent updates are approved by the Board of Directors.
22. Changes in Non-cash Working Capital
The subsequent table delineates the non-cash working capital:
Non-cash Working Capital Changes (TUSD)* 31-Dec-24 31-Dec-23Change in: Accounts receivable (203) (3,634)Inventory (29) (25)Accounts payable (1,307) 1,099Total (1,539) (2,560)
*To enhance clarity regarding the working capital, starting from 2024, the table will reflect the working capital solely from continued operations
23. Pledged Assets
The Group had TUSD 1,115 funds deposited in escrow accounts as collateral against potential liabilities arising from the sale of Maha
Brazil Transaction. The amount retained in escrow shall be released, totally or partially, (i) to PetroRecôncavo, to cover any applicable
losses, as agreed in the definitive documents or (ii) in Maha’s favor, on the closing of the last lawsuit, or within six (6) years from closing
date of Maha Brazil Transaction, as applicable based on the conditions of the relevant agreements.
In addition, the Group had TUSD 9,053 in Bank guarantee for potential contingent liabilities related to Maha Brazil Transaction, which
was guaranteed through the pledge of a portion of the Company’s shares in Brava Energia.
2024 ANNUAL REPORT
82
24. Earn-out
In December 2022, Maha announced the divestment of its Brazilian subsidiary (Maha Brazil) to PetroRecôncavo for total purchase
price of TUSD 150,916. In addition, earn‐outs of up to TUSD 36,100, could be paid based on certain contractual conditions being met,
whereof up to TUSD 24,100 refers to the average annual Brent oil price for the next three years and TUSD 12,000 refers to synergies
with PetroRecôncavo’s potential new assets. Maha received a TUSD 4,410 oil price-related earn-out from 2024 oil average on the first
quarter of 2025.
The average annual Brent oil price earn-outs will payable according to the table below:
Brent 2023 2024 2025 Total80 – 85 USD/bbl 1.5 4.4 3.9 9.8 85 – 90 USD/bbl 5.9 7.8 5.9 19.6Above 90 USD/bbl 8.4 8.4 7.2 24.1
25. Commitments
The Company had minimum exploratory commitments involving Blocks 117 and 118, which were sold to PetroRecôncavo as part of
Maha Brazil Transaction. Based on Maha Brazil Transaction’s terms, the parties have agreed to request an exception to such commit-
ments before the Brazilian oil and gas regulator – i.e., ANP --, and as the waiver was not obtained up to the payment of the second
installment of the purchase price, a parcel equivalent to the historic amount of such commitments was retained in escrow. In October
2024, approximately TUSD 4,659 held in the escrow account was released in exchange for a bank guarantee.
In the Illinois Basin, the Company has commitments to drill three (3) operated wells in 2024, and to drill four (4) operated wells from
2025 to 2027 and three (3) wells in 2028. In Q2 2024, the Company initiated a program comprising three production wells to meet this
obligation. This well program started generating revenue at the end of Q3 2024.
26. Contingent Liabilities
Contingent liabilities for which either the Company is unable to make a reliable estimate of the expected financial effect that might result
from resolution of the proceeding, or a cash outflow is not probable, are not recognized as liabilities in the financial statements but are
disclosed in the notes to the financial statements, unless the likelihood of any outflow of resources is considered remote.
Currently, the Company coordinates a dispute with ANP related to minimum exploratory commitments involving Blocks 117 and 118,
which were sold to PetroRecôncavo as part of Maha Brazil Transaction. Based on Maha Brazil Transaction’s terms, Maha will have to
indemnify PetroRecôncavo in case of loss when it comes to such dispute/past liability.
The amount in dispute corresponds to the value attributed by ANP to the non-performed parcel of the work commitment, based on a
system that attributes a fixed value in Reais, adjust by inflation until the date of payment.
In the end of 2024, the maximum estimated contingent liability related to this dispute is TUSD 6,918.
MAHA-ENERGY.COM
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27. Related Party Transactions
There have been no significant changes in related party transactions in 2024 when compared to previous years. In relation to the Parent
Company, the subsidiaries are considered related parties. The Parent Company has provided subsidiaries with intragroup debt and
receives interest income on a loan from one of the subsidiaries.
28. Average Number of Employees
Canada United States Brazil Oman Sweden CompanyEmployees (2024) 1 2 17 4 1 25 (of which men) 0 2 9 4 1 16
Canada United States Brazil Oman Sweden CompanyEmployees (2023) 8 2 22 7 2 41(of which men) 4 2 14 7 1 28
Board members are not included in the table above. There are no women on the Board.
29. Remuneration to the Board of Directors, Senior Management
and Other Employees
2024 2023Salaries, other remuneration and social Salaries and other Social security Salaries and other Social security security cost (TUSD)remunerationcostremunerationcostParent Company in SwedenBoard Members 1,197 400 211 50 Employees 1,282 (52) 691 230Subsidiaries abroadCanada 567 7 973 41USA 253 17 223 16Brazil 2,968 411 2,031 413 Oman 705 8 581 10Total 6,972 791 4,710 760
2024 ANNUAL REPORT
84
The increase in 2024 salaries and other remuneration refers to the warrants granted during the year, as
detailed in the tables below (Option Based Award).
Salaries, other Short-term Remuneration remuneration and social Board Fee / Other variable for committee Option Based security cost (TUSD)Base salaryBenefits*remuneration**workAward Total 2024Parent Company in SwedenBoard MemberSvein Harald Øygard 29 - - 4 - 33 Paulo Mendonça 40 - - 10 332 382 Halvard Idland 29 - - 4 - 33 Richard Norris 29 - - 10 139 178 Viktor Modigh 29 - - 11 139 179 Fabio Vassel 29 - - - 193 222 Enrique Peña 29 - - 6 139 174 Total 214 - - 45 942 1,201 Subsidiaries abroad ManagementKjetil Solbraekke 341 67 - - 428 836 Other*** 915 117 512 - 650 2,194 Total 1,256 184 512 - 1,078 3,030
* Other benefits include health insurance and pension for the management
** Short-term variable remuneration includes severance payments.
*** Other represents the following members of the management for 2024: CFO, COO and CLO
Salaries, other Short-term Remuneration remuneration and social Board Fee / Other variable for committee Option Based security cost (TUSD)Base salaryBenefits*remuneration**workAward Total 2023Parent Company in SwedenBoard MemberSvein Harald Øygard 8 - - 1 - 9 Paulo Mendonça 11 - - 3 - 14Kjetil Solbraekke 13 - - 2 - 15Halvard Idland 21 - - 3 - 24Richard Norris 28 - - 11 - 39Viktor Modigh 28 - - 9 - 37Fabio Vassel 36 - - 4 - 40Enrique Peña 28 - - 6 - 34Total 173 - - 39 - 212Subsidiaries abroad ManagementPaula Mendonça 339 1 328 - - 668Kjetil Solbraekke 104 13 85 - - 202Other*** 1,000 127 1,403 - - 2,530Total 1,443 141 1,816 - - 3,400
* Other benefits include health insurance and pension for the management
** Short-term variable remuneration includes severance payments.
*** Other represents the following members of the management for 2024: CFO, COO and CLO
MAHA-ENERGY.COM
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SALARIES, BENEFITS AND SOCIAL SECURITY COSTS
At the AGM 2023 it was resolved to adopt a policy for remunera-
tion and other employment conditions for Executive Management,
which is available on the Company’s website and comprises
the following rules regarding salaries, benefits and social secu-
rity costs, such rules observed under the relevant employment
agreements:
((1) The Executive Management of Maha shall be offered a fixed
remuneration to be paid in cash and on market terms commensu-
rate with the international oil and gas sector, based on responsi-
bilities, sector, time experience and performances. These salaries
are determined per calendar year with salary adjustments during
the first quarter of each year, if applicable.
(2) In addition to the fixed remuneration, the Executive Manage-
ment may be offered an annual variable cash remuneration to be
paid in cash and based on the result in relation to performance
goals within the respective area of responsibility and in line with
the shareholders’ interests (the “Regular Variable Cash Remu-
neration”). The Regular Variable Cash Remuneration shall be
tied to annual performance-related objectives and shall amount
to a maximum of 100 percent of the gross fixed annual cash
remuneration.
(3) Further variable cash remuneration may be awarded in
extraordinary circumstances, provided that such extraordinary
arrangements are limited in time and only made on an individual
basis, either for the purpose of recruiting or retaining Executive
Management, or as remuneration for extraordinary performance
beyond the individual’s ordinary tasks and/or as a premium for
the performance of such individual on relevant events or trans-
actions involving the Company (the “Extraordinary Variable Cash
Remuneration”). Such remuneration may not exceed an amount
corresponding to fifty per cent of the gross fixed annual cash
remuneration.
(4) Pension benefits (including health insurance, as the case
may be, according to the applicable law) shall be premium defined
unless the individual concerned is subject to a defined benefit
pension under mandatory collective bargaining agreement provi-
sions. The pension premiums for premium defined pension shall
amount to not more than 10 percent of the gross pension quali-
fying income.
(5) Other benefits may include, inter alia, life insurance, health
insurance and medical benefits, and shall be limited in value in
relation to other remuneration. Such benefits shall be paid only
in so far as they are in accordance with the market practice for
members of executive management holding corresponding posi-
tions on the employment market where the member in question
is operating. Premiums and other costs relating to such bene-
fits may amount to not more than 15 percent of the gross fixed
remuneration.
(6) The notice period for termination given by the Company shall
be no longer than six months for all members of the Executive
Management, with a right to redundancy payment after the expi-
ration of the notice period corresponding to not more than 100
percent of the gross fixed cash remuneration for a maximum of
12 months, meaning that the fixed remuneration and redundancy
payment shall together not exceed 18 months’ gross fixed salary.
(7) Any right to redundancy payment shall decrease in situations
where remuneration is received from another company. In any
case, observed the aforementioned limitation, the notice period
and the amount of the redundancy payment shall be defined, on
a case by case basis, taking into consideration (i) the require-
ments of law applicable to the contract entered with the member
of the Executive Management, (ii) the common practice of the
location where such contract was entered, and (iii) the period
that the member of Executive Management has been employed/
contracted by the Company prior to the notice of termination.
See page 85 of the Corporate Governance report for further
information on the Group’s principles of remuneration. During
the current year, AGM 2023 approved changes in the Company’s
Remuneration policy. Remuneration Report are available at the
Company’s website.
LONG TERM INCENTIVE PLAN
Maha has implemented Long Term Incentive Programs since 2017,
aimed to strengthen the retention of employees with the Company
and to motivate the employees to create shareholder value.
Maha has not adopted any new Long Term Incentive Program in
2024. Hence, as of December 2024, 10,972,452 warrants were
outstanding under four (4) Long Term Incentive Programs for
employees, Executive Management and the Board of the Company.
The complete terms and conditions of the Warrants under the
Long-Term Incentive Plan are available on the Company’s website
– Maha (maha-energy.com).
2024 ANNUAL REPORT
86
30. Shares in Subsidiaries – Parent Company
Subsidiary Registration number Registered office Share % 2024 (TSEK) 2023 (TSEK)Maha Energy Inc. 2017256518 Calgary, Canada 100 12,477 12,477 Maha Energy I (Brazil) AB 559058-0907 Stockholm, Sweden 100 748 -Maha Energy II (Brazil) AB 559058-0899 Stockholm, Sweden 100 680 680Maha Energy Brasil Holding Ltda. 49.361.643/0001-50 Rio de janeiro, Brazil 100 - 443,774Maha Energy BRZ Ltda. 54.995.828/0001-56 Rio de janeiro, Brazil 100 114,298 -Maha Energy Finance B163089 Luxembourg 100 - -(Luxembourg) S.A.R.L.Mana Energy Services LLC 2020-002241022 Wyoming, USA 100 8,553 -Maha Energy (Oman) Ltd 259894 Cyprus 100 - -Maha Latam Operaciones C.A. Venezuela 100 41 -Total 136,797 456,931
Participation in subsidiaries (TSEK) 2024 (TSEK) 2023 (TSEK)Opening value 456,931 16,153 Acquisition 9,342 443,774Disposition (329,476) (2,987)Write-off of investment - (9)Paid shareholders’ contribution - -Total 136,797 456,931
Indirect Subsidiaries Registration number Registered office Share %Maha Energy US Inc. TIN - 46-1986862 Wyoming, USA 100Maha Energy (Oman) Ltd. (Oman Branch) OM1100214536 Sultanate of Oman 100Maha Energy Indiana Inc. 7130-8332 Illinois / Indiana, USA 100Maha Energy Latam S.L. B56579964 Spain 100Maha Energy Finance (Luxembourg) S.A.R.L Sverige #B163089 Sweden 100
Associates Principal Activity Registered office Share % 2024 (TUSD) 2023 (TUSD)Brava Energia S.A. Oil and Gas Rio de Janeiro, Brazil 4.76 84,043 34,985 2B Amentrino AB Gas Sweden 7.69 11,901 -
MAHA-ENERGY.COM
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31. Loans to Subsidiaries – Parent Company
The Parent Company loans to subsidiaries are mainly denominated in US dollars..
Subsidiary 2024 (TSEK) 2023 (TSEK)Maha Energy Inc. 71,440 154,485 Maha Energy US Inc. 116,619 106,821Maha Energy I (Brazil) AB 11,088 10,093Maha Energy II (Brazil) AB - 63Maha Energy BRZ Ltda. - -Maha Energy Finance (Luxembourg) S.A.R.L - 38Maha Energy Indiana Inc. 78,094 59,329Mana Energy Services LLC 1,044 1,927Maha Energy (Oman) Ltd - -Maha Latam Operaciones C.A. 17,293 -Maha Energy Latam S.L. 151 -Maha Energy Offshore (Brasil) Ltda. - 54Total 295,729 332,810
Loans to subsidiaries (TSEK) 2024 (TSEK) 2023 (TSEK)Opening value 332,810 691,849Impairment of loans to subsidiaries (2,082) (397,206)New lending to subsidiaries (18,488) (13,350)Loan repayment by subsidiaries - 83,500Interest income from subsidiaries - 95,861Currency translation (16,511) (127,884)Total 295,729 332,810Loans to subsidiaries – current - -Loans to subsidiaries – long term 295,729 332,810
2024 ANNUAL REPORT
88
32. Auditor’s Fees
TUSD Parent TSEKDeloitte2024 2023 2024 2023Audit assignment 305 321 3,227 3,406Audit related 3 - 33 -Tax advisor services 33 52 349 552Total 341 373 3,610 3,958
Audit assignments refer to the examination of the annual accounting and the accounting records, other tasks incumbent on the compa-
ny’s auditor to perform, as well as advice or other assistance resulting from observations made during an audit or the conduct of such
other duties.
Audit activities other than the audit assignment pertain to quality assurance services, including assistance regarding observations
made during such review, which is carried out in accordance with ordinances, the Articles of Association, By-laws or agreements, and
which result in a report that is also intended for others than the client.
Advice on tax questions is reported separately.
33. Proposed Distribution of Earnings
The Board of Directors proposes no dividends to be paid for the year.
34. Subsequent Events
Mesas Técnicas with PetroUrdaneta and CVP (Partner A, a PDVSA subsidiary) were settled outlining the main assumptions of the
business plan outlining a total projected production volume of approximately 90 million barrels of oil and 180 Bscf of gas until 2037.
The plan targets a peak production of around 40,000 barrels of oil equivalent and is pending approval by the Venezuelan authorities and
negotiations of proper contracts.
Maha received an TUSD 4,410 oil price-related earn-out from PetroRecôncavo during the first quarter of 2025, as part of Maha Brazil
Transaction, closed in early 2023.
Maha received TUSD 200 dividends from 2B Ametrino during Q1 2025, yielding 18% per year. 2B Ametrino AB holds a 38% interest in
GasTransboliviano S.A., a company which owns the Bolivian portion of the “Brasil-Bolivia” pipeline.
MAHA-ENERGY.COM
89
Key Financial Data and Ratios
The key ratios presented below include alternative key ratios or key ratios that are not defined in accordance with IFRS and are thus
not necessarily comparable to key ratios under similar names used by other companies. Those key financial ratios that are not defined
in accordance with IFRS are, together with key ratios that are defined in accordance with IFRS, used to facilitate the management and
other stakeholders’ analysis of the Group.
See the heading “Definitions of alternative key ratios” for definitions and objective of alternative key ratios, and the heading “Reconcilia-
tion of alternative key ratios” below for reconciliations of abovementioned key ratios. All alternative key rations have been taken from the
Group’s audited financial reports as per the financial years ended 31 December 2024 and 2023, unless stated otherwise.
Financial data:
CONTINUING OPERATIONS:
Financial Summary (TUSD) 2024 2023
Average (BOEPD) 328 197
Revenue 8,492 5,226
Operating Netback 4,417 2,197
G&A (8,196) (5,017)
EBITDA (4,791) (3,900)
Net Result (49,562) (6,755)
Earnings per share (basic & diluted) (0.29) (0.04)
Financial Liabilities - (34,379)
Financial assets 93,782 16,967
Cash flow from operations (9,179) (12,675)
Free cash flow (49,650) 79,975
Cash and cash equivalents (incl. restricted cash) 10,050 131,076
REGARDING THE DISCONTINUED OPERATIONS OF MAHA BRAZIL IN 2024 AND OMAN IN 2023:
Financial Summary (TUSD) 2024 2023
Average (BOEPD) - 1,562
Revenue - 9,049
Operating Netback - 6,755
G&A (2,832) (7,140)
EBITDA (1,461) 5,267
Net Result 16,997 (27,198)
Earnings per share (basic & diluted) - (0.17)
Financial Liabilities - -
Financial Assets - -
Cash flow from operations 779 821
Free cash flow (2,458) (15,601)
Cash and cash equivalent (incl. restricted cash) 365 399
2024 ANNUAL REPORT
90
REGARDING THE DISCONTINUED OPERATIONS OF MAHA BRAZIL IN 2024 AND OMAN IN 2023:
Financial Summary (TUSD) 2024 2023
Average (BOEPD) 328 582
Revenue 8,492 14,275
Operating Netback 4,417 8,952
G&A (11,028) (12,157)
EBITDA (6,252) 1,367
Net Result (32,565) (33,953)
Earnings per share (basic & diluted) (0.29) (0.21)
Financial Liabilities - (34,379)
Financial Assets 93,782 16,967
Cash flow from operations (8,400) (11,854)
Free cash flow (52,108) 64,374
Cash and cash equivalents (incl. restricted cash) 10,415 131,475
Key ratios
[1]
Financial Summary (TUSD) 2024 2023
Return on equity (%) -41.4% 3.4%
Equity ratio (%) 113% 77%
Data per share
Data per Share (TUSD) 2024 2023
Weighted number of shares (before dilution) 171,631,408 164,799,396
Weighted number of shares (after dilution) 171,372,460 164,799,396
Earnings per share before dilution, USD (0.29) (0.03)
Earnings per share after dilution, USD (0.29) (0.03)
Dividends paid per share n/a n/a
[1] Key ratios and data per share are based on continuing operations only.
MAHA-ENERGY.COM
91
RELEVANT RECONCILIATION OF ALTERNATIVE KEY RATIOS
The tables below reflect a reconciliation of alternative key ratios based on items, subtotals or total amounts included in the Group’s
audited financial reports for the financial years ended on 31 December 2024 and 2023, unless stated otherwise. The alternative key
ratios are not audited.
For definitions of alternative key ratios which has not been calculated in accordance with IFRS, see the section “Definitions of alternative
key ratios”.
Operating Netback from continuing operations
(TUSD) 2024 2023
Revenue 8,492 5,226
Royalties (1,891) (1,268)
Operational Expenses (9,650) (1,761)
Operating netback (3,049) 2,197
Operating Netback from discontinued operations
(TUSD) 2024 2023
Revenue - 9,049
Royalties - (776)
Operational Expenses (1,433) (1,518)
Operating netback (1,433) 6,755
EBITDA from continuing operations
(TUSD) 2024 2023
Operational Results (9,650) (6,933)
Depletion, depreciation and amortization 3,086 1,883
Impairment 558 2,459
Foreign currency exchange loss / (gain) 1,215 (314)
EBITDA (4,791) (2,905)
EBITDA from discontinued operations
(TUSD) 2024 2023
Operational Results (973) (20,977)
Depletion, depreciation and amortization 66 15
Impairment - 25,233
Foreign currency exchange loss / (gain) (93) 1
EBITDA (1,000) 4,272
2024 ANNUAL REPORT
92
Definitions of
Alternative Key Ratios
Definitions of key ratios that are not defined in IFRS (alternative key ratios) are included in the presentation of
definitions below.
The Group management uses alternative key ratios to follow the underlying development of the Company’s
operations and believes that the alternative key ratios, together with key ratios defined in IFRS, help investors
to understand the Company’s development from period to period and may facilitate comparisons with similar
companies, but are not necessarily comparable to key ratios under similar names that are used by other
companies.
The alternative key ratios are not audited. Investors are urged not to attach undue reliance to the alternative
key ratios and are also urged to review these together with the Group’s audited financial reports for the
financial years ended 31 December 2024 and 2023. See the heading “Reconciliation of alternative key ratios”
below for reconciliations of alternative key ratios.
Cash flow from operations: Cash flow from operating activities in
accordance with the consolidated statement of cash flow.
EBITDA (Earnings before interest, taxes, depreciation, and amor-
tization and impairment): Operating profit before depletion of oil
and gas properties, depreciation of tangible assets, impairment,
foreign currency exchange adjustments, interest and taxes.
EBITDA is used as a measure of the financial performance of the
Company.
Earnings per share: Net result is attributable to shareholders of
the Parent Company divided by the weighted average number of
shares for the year.
Earnings per share fully diluted: Net result attributable to share-
holders of the Parent Company divided by the weighted average
number of shares after considering any dilution effect for the year.
Equity ratio: Total equity divided by the balance sheet total assets.
Equity ratio is a measure that provides information to enable
investors to assess the financial stability of the Company and the
Company’s ability to cope with in the long term.
Net debt: Interest bearing bonds less cash and cash equivalents.
Net debt demonstrates the company’s total debt arrangements.
Operating netback: Operating netback is defined as revenue less
royalties and operating expenses. Operating netback is a common
measure within the oil and gas industry, with the objective to
illustrate the Company’s operational efficiency to enable internal
comparisons and comparisons with competitors.
Return on equity: Net result divided by ending equity balance.
Return on equity demonstrates in the accounts total return of the
owner’s capital.
Weighted average number of shares for the year: The number of
shares at the beginning of the year with changes in the number of
shares weighted for the proportion of the year they were issued.
The key ratio provides information to investors on the average
number of outstanding shares in the Company, not considering
any dilution effect.
Weighted average number of shares for the year fully diluted:
The number of shares at the beginning of the year with changes in
the number of shares weighted for the proportion of the year they
were issued, after considering any dilution effect.
MAHA-ENERGY.COM
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Glossary
Oil Measurements
BOE or boe Barrels of oil equivalent
BBL or bbl Barrel
BSCF Billion Standard Cubic Feet
Mbbl Thousand barrels of Oil
MMbbl Million barrels of Oil
Mboe Thousand barrels of oil equivalents
MMBoe Millions of barrels of oil equivalents
Mboepd Thousand barrels of oil equivalent per day
MSCF Million standard cubic feet
Currency Definitions
SEK Swedish Krona
BRL Brazilian Real
USD US Dollar
TSEK Thousand SEK
TUSD Thousand USD
Other Related Terms
2P refers to proven reserves (P90) plus probable reserves (P50).
3R Offshore refers to 3R Petroleum Offshore S.A., entity which
issued the debentures currently held by Maha BRZ.
3R Petroleum refers to 3R Petroleum Óleo e Gás S.A., a Brazilian
oil & gas company, being its current corporate name Brava
Energia S.A.
2B Ametrino AB previously named EIG Bolivia Pipeline AB. Refers
to a Bolivian company that holds a 38% interest in GasTransbo-
liviano S.A., a company which owns the Bolivian parcel of the
pipeline “Brasil-Bolivia” or “GTB”.
Banco BTG Pactual refers to a Brazilian bank with who Maha
used to have a loan agreement.
Banco Safra S.A. refers to a Brazilian bank with who Maha used
to have a loan agreement.
Brava Energia refers to the new corporate name of 3R Petroleum
after the mergewith Enauta Participações S.A., under which
Maha holds shares.
Block 70 refers to Block 70, located in Oman, operated by Maha
Oman which holds 65% working interests.
Enauta refers to Enauta Participações S.A., company which was
merged into 3R Petroleum/ Brava Energia.
Illinois Basin refers to the Company’s Light oil field in Illinois/
Indiana, USA.
Mafraq refers to Mafraq Energy LLC.
Maha or the Company refers to, depending on the context, Maha
Energy AB (registration number 559018-9543) a Swedish public
limited company, the group which the Company is the parent
company, or any subsidiary in the Maha’s group.
Maha Brazil Transaction refers to the divestment of Maha’s
Brazilian subsidiary (Maha Brazil) to PetroRecôncavo.
OE&P refers to Odebrecht E&P España, S.L., partner B at Petro-
urdaneta, currently owned by Novonor LATINVEST ENERGY S.À
R.L., and which may be acquired by Maha under the call-options
executed in March 2024.
PetroUrdaneta refers an O&G mixed capital company operating
in Venezuela, and which shares are held by PDVSA (60%) and
OE&P (40%). The field’s last reported production is over 1,000
bopd.
PetroRecôncavo refers to PetroRecôncavo S.A., which on 28
February 2023 acquired Maha’s Brazilian subsidiary which had
working interest on Tie field and Tartaruga field.
Working Interest refers to a percentage ownership of the drilling
and extraction operation, providing the owner(s) with a right
to participate in such activities and a right to the resources
produced from that activity.
2024 ANNUAL REPORT
94
Board Assurance
The board of directors and the managing director declare that the consolidated financial statements have been prepared in accordance
with IFRS as adopted by the EU and give a true and fair view of the Company’s financial position and results of operations. The financial
statements of the Parent Company have been prepared in accordance with generally accepted accounting principles in Sweden and
give a true and fair view of the Parent Company’s financial position and results of operations. The statutory Administration Report of the
Company and the Parent Company provides a fair review of the development of the Company’s and the Parent Company’s operations,
financial position and results of operations and describes material risks and uncertainties facing the Parent Company and the compa-
nies included in the Company.
Approved by the Board
Maha Energy AB (publ)
Org. No. 559018-9543
Stockholm, April 11, 2025
Halvard Idland
Director
Fabio Vassel
Director
Viktor Modigh
Director
Paulo Mendonça
Chairman of the Board
Roberto Marchiori
Chief Executive Officer
Richard Norris
Director
Enrique Peña
Director
Svein Harald Øygard
Director
Our audit report was submitted on April 12, 2025
Deloitte AB
Signature on the Swedish original
Andreas Frountzos
Authorized public accountant
MAHA-ENERGY.COM
95
Auditor’s Report
To the general meeting of the shareholders of Maha Energy AB (publ) corporate identity
number 559018-9543
Report on the annual accounts and consolidated accounts
OPINIONS
We have audited the annual accounts and consolidated accounts
of Maha Energy AB (publ) for the financial year 2024-01-01 -
2024-12-31. The annual accounts and consolidated accounts of
the company are included on pages 30-88 and 94 in this document.
In our opinion, the annual accounts have been prepared in accor-
dance with the Annual Accounts Act and present fairly, in all mate-
rial respects, the financial position of the parent company as of 31
December 2024 and its financial performance and cash flow for
the year then ended in accordance with the Annual Accounts Act.
The consolidated accounts have been prepared in accordance
with the Annual Accounts Act and present fairly, in all material
respects, the financial position of the group as of 31 December
2024 and their financial performance and cash flow for the year
then ended in accordance with IFRS Accounting Standards, as
adopted by the EU, and the Annual Accounts Act. The statutory
administration report is consistent with the other parts of the
annual accounts and consolidated accounts.
We therefore recommend that the general meeting of share-
holders adopts the income statement and balance sheet for the
parent company and the group.
Our opinions in this report on the annual accounts and consoli-
dated accounts are consistent with the content of the additional
report that has been submitted to the parent company’s audit
committee in accordance with the Audit Regulation (537/2014)
Article 11.
BASIS FOR OPINIONS
We conducted our audit in accordance with International Stan-
dards on Auditing (ISA) and generally accepted auditing stan-
dards in Sweden. Our responsibilities under those standards are
further described in the Auditor’s Responsibilities section. We are
independent of the parent company and the group in accordance
with professional ethics for accountants in Sweden and have
otherwise fulfilled our ethical responsibilities in accordance with
these requirements. This includes that, based on the best of our
knowledge and belief, no prohibited services referred to in the
Audit Regulation (537/2014) Article 5.1 have been provided to the
audited company or, where applicable, its parent company or its
controlled companies within the EU.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinions.
KEY AUDIT MATTERS
Key audit matters of the audit are those matters that, in our
professional judgment, were of most significance in our audit of
the annual accounts and consolidated accounts of the current
period. These matters were addressed in the context of our audit
of, and in forming our opinion thereon, the annual accounts and
consolidated accounts as a whole, but we do not provide a sepa-
rate opinion on these matters.
Key Audit Matter
Key audit matters of the audit are those matters that, in our
professional judgment, were of most significance in our audit of
the annual accounts and consolidated accounts of the current
period. These matters were addressed in the context of our audit
of, and in forming our opinion thereon, the annual accounts and
consolidated accounts as a whole, but we do not provide a sepa-
rate opinion on these matters
Divestment of associate
During 2024 the divestment of the investment in 3R Petroleum
Offshore S.A. (“3R Offshore”) have had significant impact on the
financial reporting. Maha agreed with 3R Petroleum Óleo e Gás
S.A. to roll up its 15% holdings in 3R Offshore through merge into
3R Petroleum. In exchange, Maha received new ordinary shares
issued by 3R Petroleum, equivalent to 2.17% of the total voting
and share capital of the entity resulting from the combination of
3R Petroleum and Enauta Participações S.A. Together with the
shares Maha AB already held in 3R Petroleum, upon the conclu-
sion of the transaction Maha now holds approximately 4.76% of
the shares in the combined 3R Petroleum/Enauta company called
Brava Energia.
After the roll up described above, the holding in Brava Energia
(4,76 %) is measured at fair value through profit and loss in accor-
dance with IFRS 9.
Information on accounting principles for business transactions is
disclosed in note 2 in the annual report. Further information on
financial assets is disclosed in note 19 and discontinued opera-
tions in note 8 in the annual report.
Our audit procedures for the 3R Offshore transaction included, but
were not limited to:
⁄ evaluated whether changes in investments have been recog-
nized in accordance with the applicable financial reporting
framework,
⁄ evaluated the reclassification from equity share accounting to
financial investment accounting recorded at fair value,
⁄ evaluated the tax effects with the involvement of internal
specialists, and
⁄ evaluated the disclosures in the annual report and its compli-
ance with IFRS and the Annual Accounts Act.
2024 ANNUAL REPORT
96
OTHER INFORMATION THAN THE ANNUAL
ACCOUNTS AND CONSOLIDATED ACCOUNTS
This document also contains other information than the annual
accounts and consolidated accounts and is found on pages 01-19,
89-93. The Board of Directors and the Managing Director are
responsible for this other information. The other information also
consists of the remuneration report which we obtained before the
date of this audit report.
Our opinion on the annual accounts and consolidated accounts
does not cover this other information and we do not express any
form of assurance conclusion regarding this other information.
In connection with our audit of the annual accounts and consoli-
dated accounts, our responsibility is to read the information iden-
tified above and consider whether the information is materially
inconsistent with the annual accounts and consolidated accounts.
In this procedure we also take into account our knowledge other-
wise obtained in the audit and assess whether the information
otherwise appears to be materially misstated.
If we, based on the work performed concerning this information,
conclude that there is a material misstatement of this other infor-
mation, we are required to report that fact. We have nothing to
report in this regard.
RESPONSIBILITIES OF THE BOARD OF DIREC-
TORS AND THE MANAGING DIRECTOR
The Board of Directors and the Managing Director are responsible
for the preparation of the annual accounts and consolidated
accounts and that they give a fair presentation in accordance
with the Annual Accounts Act and, concerning the consolidated
accounts, in accordance with IFRS Accounting Standards as
adopted by the EU. The Board of Directors and the Managing
Director are also responsible for such internal control as they
determine is necessary to enable the preparation of annual
accounts and consolidated accounts that are free from material
misstatement, whether due to fraud or error.
In preparing the annual accounts and consolidated accounts, The
Board of Directors and the Managing Director are responsible
for the assessment of the company’s and the group’s ability to
continue as a going concern. They disclose, as applicable, matters
related to going concern and using the going concern basis of
accounting. The going concern basis of accounting is however
not applied if the Board of Directors and the Managing Director
intends to liquidate the company, to cease operations, or has no
realistic alternative but to do so.
The Audit Committee shall, without prejudice to the Board of
Director’s responsibilities and tasks in general, among other
things oversee the company’s financial reporting process.
AUDITOR’S RESPONSIBILITY
Our objectives are to obtain reasonable assurance about whether
the annual accounts and consolidated accounts as a whole are
free from material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinions. Reason-
able assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs and generally
accepted auditing standards in Sweden will always detect a mate-
rial misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these annual
accounts and consolidated accounts.
As part of an audit in accordance with ISAs, we exercise profes-
sional judgment and maintain professional scepticism throughout
the audit. We also:
⁄ Identify and assess the risks of material misstatement of the
annual accounts and consolidated accounts, whether due to
fraud or error, design and perform audit procedures respon-
sive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinions. The risk of
not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
⁄ Obtain an understanding of the company’s internal control
relevant to our audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the compa-
ny’s internal control.
⁄ Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by the Board of Directors and the Managing
Director.
⁄ Conclude on the appropriateness of the Board of Directors’
and the Managing Director’s use of the going concern basis of
accounting in preparing the annual accounts and consolidated
accounts. We also draw a conclusion, based on the audit
evidence obtained, as to whether any material uncertainty
exists related to events or conditions that may cast significant
doubt on the company’s and the group’s ability to continue as
a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s
report to the related disclosures in the annual accounts and
consolidated accounts or, if such disclosures are inade-
quate, to modify our opinion about the annual accounts and
consolidated accounts. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause a company
and a group to cease to continue as a going concern.
⁄ Evaluate the overall presentation, structure and content of the
annual accounts and consolidated accounts, including the
disclosures, and whether the annual accounts and consol-
idated accounts represent the underlying transactions and
events in a manner that achieves fair presentation.
⁄ Plan and perform the group audit to obtain sufficient and
appropriate audit evidence regarding the financial information
of the entities or business units within the group as a basis
for forming an opinion on the consolidated accounts. We are
responsible for the direction, supervision and review of the
audit work performed for purposes of the group audit. We
remain solely responsible for our opinions.
We must inform the Board of Directors of, among other matters,
the planned scope and timing of the audit. We must also inform
of significant audit findings during our audit, including any signifi-
cant deficiencies in internal control that we identified.
MAHA-ENERGY.COM
97
We must also provide the Board of Directors with a statement that
we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, actions taken to eliminate
threats or safeguards applied.
From the matters communicated with the Board of Directors, we
determine those matters that were of most significance in the
audit of the annual accounts and consolidated accounts, including
the most important assessed risks for material misstatement, and
are therefore the key audit matters. We describe these matters in
the auditor’s report unless law or regulation precludes disclosure
about the matter.
Report on other legal and regulatory
requirements
OPINIONS
In addition to our audit of the annual accounts and consolidated
accounts, we have also audited the administration of the Board
of Directors and the Managing Director of Maha Energy AB (publ)
for the financial year 2024-01-01 - 2024-12-31 and the proposed
appropriations of the company’s profit or loss.
We recommend to the general meeting of shareholders that the
profit be appropriated in accordance with the proposal in the stat-
utory administration report and that the members of the Board of
Directors and the Managing Director be discharged from liability
for the financial year.
BASIS FOR OPINIONS
We conducted the audit in accordance with generally accepted
auditing standards in Sweden. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities
section. We are independent of the parent company and the group
in accordance with professional ethics for accountants in Sweden
and have otherwise fulfilled our ethical responsibilities in accor-
dance with these requirements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinions.
RESPONSIBILITIES OF THE BOARD OF
DIRECTORS AND THE MANAGING DIRECTOR
The Board of Directors is responsible for the proposal for appro-
priations of the company’s profit or loss. At the proposal of a
dividend, this includes an assessment of whether the dividend
is justifiable considering the requirements which the company’s
and the group’s type of operations, size and risks place on the
size of the parent company’s and the group’s equity, consolidation
requirements, liquidity and position in general.
The Board of Directors is responsible for the company’s orga-
nization and the administration of the company’s affairs. This
includes among other things continuous assessment of the
company’s and the group’s financial situation and ensuring that
the company’s organization is designed so that the accounting,
management of assets and the company’s financial affairs
otherwise are controlled in a reassuring manner. The Managing
Director shall manage the ongoing administration according to the
Board of Directors’ guidelines and instructions and among other
matters take measures that are necessary to fulfill the company’s
accounting in accordance with law and handle the management of
assets in a reassuring manner.
AUDITOR’S RESPONSIBILITY
Our objective concerning the audit of the administration, and
thereby our opinion about discharge from liability, is to obtain
audit evidence to assess with a reasonable degree of assurance
whether any member of the Board of Directors or the Managing
Director in any material respect:
⁄ has undertaken any action or been guilty of any omission
which can give rise to liability to the company, or
⁄ in any other way has acted in contravention of the Companies
Act, the Annual Accounts Act or the Articles of Association.
Our objective concerning the audit of the proposed appropriations
of the company’s profit or loss, and therefore our opinion about
this, is to assess with reasonable degree of assurance whether the
proposal is in accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with generally
accepted auditing standards in Sweden will always detect actions
or omissions that can give rise to liability to the company, or that
the proposed appropriations of the company’s profit or loss are
not in accordance with the Companies Act.
As part of an audit in accordance with generally accepted auditing
standards in Sweden, we exercise professional judgment and
maintain professional skepticism throughout the audit. The exam-
ination of the administration and the proposed appropriations of
the company’s profit or loss is based primarily on the audit of the
accounts. Additional audit procedures performed are based on
our professional judgment with the starting point in risk and mate-
riality. This means that we focus the examination on such actions,
areas and relationships that are material for the operations and
where deviations and violations would have particular importance
for the company’s situation. We examine and test decisions under-
taken, support decisions, actions taken and other circumstances
that are relevant to our opinion concerning discharge from liability.
As a basis for our opinion on the Board of Directors’ proposed
appropriations of the company’s profit or loss we examined
whether the proposal is in accordance with the Companies Act.
The auditor’s examination of the Esef report
OPINION
In addition to our audit of the annual accounts included on pages
30-88 and 94, we have also examined that the Board of Directors
and the Managing Director have prepared the annual accounts and
consolidated accounts in a format that enables uniform electronic
reporting (the Esef report) pursuant to Chapter 16, Section 4 a of
the Swedish Securities Market Act (2007:528) for Maha Energy AB
(publ) for the financial year 2024-01-01 – 2024-12-31.
Our examination and our opinion relate only to the statutory
requirements.
In our opinion, the Esef report has been prepared in a format that,
in all material respects, enables uniform electronic reporting.
2024 ANNUAL REPORT
98
BASIS FOR OPINION
We have performed the examination in accordance with FAR’s
recommendation RevR 18 Examination of the Esef report. Our
responsibility under this recommendation is described in more
detail in the Auditors’ responsibility section. We are independent
of Maha Energy AB in accordance with professional ethics for
accountants in Sweden and have otherwise fulfilled our ethical
responsibilities in accordance with these requirements.
We believe that the evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
RESPONSIBILITIES OF THE BOARD OF DIREC-
TORS AND THE MANAGING DIRECTOR
The Board of Directors and the Managing Director are respon-
sible for the preparation of the Esef report in accordance with
the Chapter 16, Section 4 a of the Swedish Securities Market Act
(2007:528), and for such internal control that the Board of Direc-
tors and the Managing Director determine is necessary to prepare
the Esef report without material misstatements, whether due to
fraud or error.
AUDITOR’S RESPONSIBILITY
Our responsibility is to obtain reasonable assurance whether the
Esef report is in all material respects prepared in a format that
meets the requirements of Chapter 16, Section 4(a) of the Swedish
Securities Market Act (2007:528), based on the procedures
performed.
RevR 18 requires us to plan and execute procedures to achieve
reasonable assurance that the Esef report is prepared in a format
that meets these requirements.
Reasonable assurance is a high level of assurance, but it is not a
guarantee that an engagement carried out according to RevR 18
and generally accepted auditing standards in Sweden will always
detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individu-
ally or in aggregate, they could reasonably be expected to influ-
ence the economic decisions of users taken on the basis of the
Esef report.
The firm applies International Standard on Quality Management
1, which requires the firm to design, implement and operate a
system of quality management including policies or procedures
regarding compliance with ethical requirements, professional
standards and applicable legal and regulatory requirements.
The examination involves obtaining evidence, through various
procedures, that the Esef report has been prepared in a format
that enables uniform electronic reporting of the annual accounts
and consolidated accounts. The procedures selected depend on
the auditor’s judgment, including the assessment of the risks of
material misstatement in the report, whether due to fraud or error.
In carrying out this risk assessment, and in order to design audit
procedures that are appropriate in the circumstances, the auditor
considers those elements of internal control that are relevant to
the preparation of the Esef report by the Board of Directors and
the Managing Director, but not for the purpose of expressing an
opinion on the effectiveness of those internal controls. The exam-
ination also includes an evaluation of the appropriateness and
reasonableness of assumptions made by the Board of Directors
and the Managing Director.
The procedures mainly include a validation that the Esef report
has been prepared in a valid XHMTL format and a reconciliation
of the Esef report with the audited annual accounts included on
pages 30-88 and 94.
Furthermore, the procedures also include an assessment of
whether the consolidated statement of financial performance,
financial position, changes in equity, cash flow and disclosures in
the Esef report have been marked with iXBRL in accordance with
what follows from the Esef regulation.
The auditor’s examination of the corporate
governance statement
The Board of Directors is responsible for that the corporate gover-
nance statement on pages 20-29 has been prepared in accor-
dance with the Annual Accounts Act.
Our examination of the corporate governance statement is
conducted in accordance with FAR´s auditing standard RevU 16
The auditor´s examination of the corporate governance state-
ment. This means that our examination of the corporate gover-
nance statement is different and substantially less in scope than
an audit conducted in accordance with International Standards on
Auditing and generally accepted auditing standards in Sweden.
We believe that the examination has provided us with sufficient
basis for our opinions.
A corporate governance statement has been prepared. Disclo-
sures in accordance with chapter 6 section 6 the second para-
graph points 2-6 of the Annual Accounts Act and chapter 7 section
31 the second paragraph the same law are consistent with the
other parts of the annual accounts and consolidated accounts
and are in accordance with the Annual Accounts Act/ the Annual
Accounts Act for Credit Institutions and Securities Companies/
the Annual Accounts Act for Insurance Companies.
Deloitte AB, was appointed auditor of Maha Energy AB by the
general meeting of the shareholders on the 2024-05-29 and has
been the company’s auditor since 2016-04-22.
Stockholm April 12th, 2024
Deloitte AB
Signature on Swedish original
Andreas Frountzos
Authorized Public Accountant
2024 ANNUAL REPORT
99
Head Office
Eriksbergsgatan 10
SE-114 30
Stockholm, Sweden
+46 8 611 05 11
Technical Office
Ataulfo de Paiva street, 1165 - 5th Floor
Leblon - Rio de Janeiro, RJ / BRAZIL
22440-032
+46 8 611 05 11
Email: info@maha-energy.com
Website: www.maha-ehergy.com
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