25th September 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
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DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW
PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310)
("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
Pennpetro Energy Plc
("Pennpetro" or the "Company")
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 MARCH 2024
CONTENTS
Page
Company Information
2
Chairman's Statement
3
Chief Executive Officer's Report
4
Strategic Report
5
TCFD Disclosures
7
Directors' Report
11
Directors' Information
15
Statement of Directors' Responsibilities
16
Corporate Governance Report
17
Directors' Remuneration Report
19
Audit Committee Report
22
Independent Auditor's Report
24
Consolidated Statement of Comprehensive Income
28
Consolidated Statement of Financial Position
29
Company Statement of Financial Position
30
Consolidated Statements of Changes in Equity
31
Company Statements of Changes in Equity
32
Consolidated Statements of Cash Flows
33
Company Statements of Cash Flows
34
Notes to the Financial Statements
35
COMPANY INFORMATION
Directors
Olof Nils Rapp (Senior Non-Executive Director)
Stephen Lunn (Chairman) (appointed 22 September 2024)
Robert Menzel (Executive Director) (appointed 21 January 2025)
Secretary
MSP Corporate Services Limited
Registered Office
6 Heddon Street
London, W1B 4BT
Legal Advisors
UK Legal Advisers
US Legal Advisers
DMH Stallard LLP
Walne Law, PLLC
6 New Street Square
4900 Woodway
New Fetter Lane, London
Houston, Texas
EC4A 3BF
TX 77056
Porter Hedges LLP
1000 Main Street, 36 th Fl.
Houston, Texas
TX 77002
Corporate broker
Peterhouse Capital Limited
Capital Plus Partners
Limited
3 rd Floor
4th Floor
80 Cheapside
49 St James Street
London
London
EC2V 6EE
SW1A 1JT
Independent Auditor
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
Registrars
Computershare Investor Services plc
The Pavilions
Bridgewater Road
Bristol
BS13 8AE
Communications
Flagstaff Strategic and
Investor Communications
1 King Street
London
EC2V 8AU
Registered Number
10166359
Chairman's Statement
Dear Shareholders ,
Since Pennpetro Energy Plc's ( the "C ompany " or "PPP") last annual report, there have
been significant changes within the Pennpetro Energy Plc G roup (the "Group") .
The recent appointments of both the Chairman and the Chief Executive Officer (the
"CEO") have taken place after 31 March 2024.
It is important to note that neither Stephen Lunn (appointed N on -
E xecutive D irector in September 2024, or Robert Menzel (appointed CEO in January 2025)
were in office during this reporting period. The sudden passing of the Company Secretary in
April 2024, who was acting through a corporate structure and was the sole signatory on the
Company's bank account, caused significant delays in obtaining the necessary financial
information for the audit of these Financial Statements.
The Board has been working closely with the C ompany's accountants, auditors and
lawyers to present these annual financial statements for the year end ed 31 March
2024. Shareholders and Directors have understandably been extremely frustrated with the
ongoing delay in finalising these accounts. The Board has been tasked with filling in the
gaps of information in both the UK and USA and are confident that the information provided
in this report is both accurate and complete to the best of their knowledge except for the
unidentified expenditure as disclosed later in these financial statements.
As the shareholders are aware, the company was suspended from trading on 1 August
2024 and, consequently, utilising the opening balance from the 31 March 2023, the
Directors have made some very important decisions in respect of the company's ongoing
position to ensure that proper corporate governance is installed to improve the rigour of the
financial reporting processes going forward.
Ste ph en Lunn was appointed as a non-executive director on 2 2 September 2024 and after
the resignation at short notice of the previous chairman , David Lenigas , filled the position
of Chairman.
On 1 6 December 2024, Tom Evans resigned at short notice and Ste ph en Lunn became the
interim CEO until the formal appointment of Robert Menzel on 2 1 January 202 5 .
The new Board of Directors has carefully reviewed the company's financial position to
ensure that they give a true and fair view of the state of affairs of the Company and Group
as at the end of the financial year and of the loss recorded by the Group for that period as
far as can be supported by the evidence available to the Board of Directors .
Stephen Lunn
Chairman
24 September 2025
Chief Executive Officer 's Report
Nobel Petroleum USA Inc. ("Nobel USA ") a wholly owned subsi di ary of PPP, entered into a
Participation, Development and Option Agreement ("PDA") with Millennium PetroCapital
Corporation ("Millenium") on March 15, 2023 relating to the Whistling Straits #5H well
("5H"), to be sidetracked from the 3H well.
Nobel would earn 25% WI in exchange for paying 33.33% of the costs to drill and complete
the well. The 5H well was spud on March 21, 2023 and was completed as a potential oil
producer on April 13, 2023.
Nobel acquired Millennium's interest in the 5H well on June 22, 2023 via the Whistling
Straits Letter Agreement. Apart from the well, Nobel also assumed 100% WI in the 2036.38
acres of leaseholdings and an option to acquire the 1H and 4H wells and executed an
Equipment Lease Agreement, which was subsequently extended and replaced by a revised
version.
The option to acquire the 1H and 4H wells was exercised on August 17, 2023 with the
Wellbore Assignment, Bill of Sale and Assumption Agreement. The Texas Railroad
Commission ("RRC") approved the Chalk Talk well assignment on August 25, 2023.
Production Figures on Peach Creek (Austin Chalk) Whistling Straits 1H well amounted
to 7 , 363 barrels and 1 , 550 barrels for well 4H, amounting to a total production for the
year of 8 , 913 barrels equalling US$ 493,005.
There was no production recorded from our City of Gonzales COG "1" well.
With regard to the operating results, the Board has reviewed and concluded that a level of
impairment of the company's assets is necessary amounting to US$7.1m. The impairment
could be reversed in future periods depending on the outcome of establishing the status of
mineral leases. The Board is working closely with relevant authorities to reach a conclusion
in this regard.
The impairments are necessary to place the company in good standing for future activities.
A number of opportunities are under consideration which will permit future growth,
enhance shareholder value , and provide a strong platform for further capital raising.
Robert Menzel
CEO
24 September 2025
For further information, please contact:
Pennpetro Energy PLC
Stephen Lunn, Chairman
Robert Menzel, CEO
stephengarylunn@gmail.com
info@pennpetro.co.uk
Capital Plus Partners Ltd (Company Broker)
Philip Reid, Chairman
Ben Tadd
pjr@capplus.co. uk
bt@capplus.co.u k
+44 (0)20 3821 6167
Flagstaff Strategic and Investor
Communications
Tim Thompson
Alison Allfrey
Anna Probert
pennpetro@flagstaffcomms.com
+44 (0)20 7129 1474
NOTES TO EDITORS:
Pennpetro Energy is an independent oil and gas company. Shares in the company were
admitted to the Official List of the London Stock Exchange by way of a Standard Listing on
21 December 2017 with the ticker symbol "PENNPETRO".
Strategic Report
The Directors present their strategic report on the group for the year ended 31 March 2024.
Principal Activities
provides direction and other services to its subsidiaries.
Pennpetro USA Corp., holds 100% of the US operational subsidiary Nobel Petroleum USA,
Inc. ("Nobel USA"), an independent oil and gas production company based in the City of
Gonzales, Gonzales County, Texas, USA. Nobel USA's core area of business is in the Austin
Chalk and Eagleford Shale oil and gas horizontal formations together with the lower oil and
gas reservoir, the Buda Formation in South Texas, United States.
Strategic Approach
The Board's strategic intent is to maximise shareholder value through the continuing
investment
into new wells and leases in proven US onshore formations and participating alongside est
ablished operators in multiple wells, while further reducing costs, where applicable.
The Company provides shareholders with exposure to the high growth associated with the
producing oil and gas sector. This is achieved with a low overhead base.
Review of Business
On 27 June 2023 the Group signed agreements to increase its stake in Whistling Straits 5H
well from 25% interest to 100% interest with 75% net revenue interest. In November, Chalk
Talk 1 well began producing oil at an average of 161 bopd which saw regular revenues for
the Group through to April 2024. The well then experienced a number of top-of-well and
bottom-of-well technical issues requiring intervention and resulted in a sustained fall in
overall daily production. Technical issues have also been encountered at Whistling Straits
5H well which has slowed progress for the Group. After the reporting period, a deal Heads
of Terms was signed with Globalvision International U. LDA ("Globalvision") whereby they
will purchase 100% of the issued share capital in the Company's subsidiary Nobel USA, for
a life of asset royalty on the City of Gonzales #1 Well, Chalk Talk #1 Well, Chalk Talk #4 Well
and Whistling Straits #5 Well, securing long term positive cash flow for the Group.
The sudden passing of the Company Secretary in April 2024, who was acting through a
corporate structure and was the sole signatory on the Company's bank account, caused
significant delays in obtaining the necessary financial information of the audit of these
Financial Statements.
The Board have been working closely with the Company's accountants and auditors to
present these financial statements and to fill gaps where required. Note 7 discloses an
amount of unknown expenditure for which the Board are unable to provide supporting
documentation. During the course of reviewing these gaps of information, the Board
undertook a review of the Group's lease portfolio and identified a number of leases where
the validity and enforceability of the leases is uncertain. In light of this uncertainty, the
Board has resolved to impair the related asset values until clarity over a final decision has
been obtained.
Financial Performance Review
The loss of the Group for the year ended 31 March 2024 amounts to $8,897,048 (15 month
period ended 31 March 2023: loss of $318,902).
The Board monitors the activities and overall performance of the Group on a regular
basis by reference to certain key milestones. The main Key Performance Indicators ("KPIs")
for the Group are as follows:
KPIs
2024
$
2023
$
Net cash flows from operating activities
(763,259)
(389,892)
6,266
129,016
Cash and short-term investments
Participation in well drilling programmes are monitored on an individual project basis in ter
ms of revenue and cost per barrel of oil or Mcf (one thousand cubic feet) of gas, together
with the anticipated payback period on each project.
Board diversity
Although the Board consisted of four male Directors, the Board supports diversity in the bo
ardroom.
Aside from the Directors, there are no employees in the Company. The Board will pursue an
equal opportunity policy and seek to employ those persons most suitable to delivering
value for the Company.
Corporate responsibility
The Group operates a management system that embodies Environmental, Health, Safety
and Social Responsibility principles.
A number of objectives have been set by the Board to address these principles and the Exe
cutive
director is responsible for demonstrating to the Board that these principles are adhered to i
n its US Oil and Gas operation.
The policy of the Board of Pennpetro is to be fully accountable for the necessary practices,
procedures and means being in place so as to ensure that each objective is demonstrated
and that
continuous improvement practices are operating to ensure that the required practices, pro
cedures and means are being monitored, refined and optimised as necessary.
The objectives of the Environmental, Health, Safety and Social Responsibility Policy includ
e:
• The Group shall manage all operations in a manner that protects the environment and
the health and safety of employees, third parties and the community.
• Risk identification, assessment and prioritisation can reduce risk and mitigate hazards
to employees, third parties, the community and the environment. Management of risk is a
continuous process.
• The use of internationally recognised standards, procedures and specifications for
design,
construction and commissioning activities are essential for achieving operational excellen
ce.
• The minimisation of environmental risks and liabilities are integral parts of the Group's o
perations.
• Third parties who provide materials and services or operate facilities on the Group's
behalf have an impact on Environmental, Health and Safety and Social Responsibility
excellence. It is essential that third-party services are provided in a manner consistent with
the Group's Policy.
• Preparedness and planning for emergencies are essential to ensuring that all necessary
actions are taken if an incident occurs, to protect employees, third parties, the public, the
environment, the assets and brand of Pennpetro.
• Open and honest communication with the communities, authorities and stakeholders
with which the Group operates builds confidence and trust in the integrity of Pennpetro.
• The Group has determined that the greenhouse gas emissions from the operations of the
Company and its subsidiaries are sufficiently low that it does not have responsibility to
produce the disclosures required under the Companies Act 2006 (Strategic Report and
Directors' Reports) Regulations 2013. The reason for this is that there was only limited
activity from its US based operating subsidiary during the current and prior period.
D uring the year to 31 March 2024, the Group closely monitored the limited drilling,
completion and production operations of its 5H well and there have been no breaches of
any applicable Acts recorded against the Group during the reporting period.
Task Force on Climate-related Financial Disclosures (TCFD)
This section of the report sets out our climate-related disclosures in relation to the four
pillars of the TCFD framework; Governance, Strategy, Risk Mitigation and Metrics & Targets.
Governance
The Board of Directors is responsible for oversight of climate related risks and
opportunities - refer to the principal risk exposure on climate related matters on page 10.
Climate related risks and opportunities are reviewed each six months.
Strategy
The principal focus of environmental risk is around potential flaring gas related issues but
is highly cognisant as to the impact of climate change issues prevailing within the
petroleum industry.
The Company ' s operational activity is situated in Texas, where weather patterns can
influence activities. The county of Gonzales where activities are located can be impacted
by windstorms and especially hurricanes during certain months of the year. This can lead
to flooding of operational sites as has happened to the Company in the past resulting in
severe flooding to drilling operations, resulting in additional expenditures for water
recovery.
Risk Management
The Board of Directors is responsible for identifying and assessing climate related risks.
Although there's currently no formal process for this, the Board is considering developing
one as the Group's activities are expected to increase in the coming years.
As current onsite operations are limited at present, there have not been significant physical
environmental risks identified. The Board works with the operator at its sites to ensure
measures are in place to mitigate the impact of climate-related risks such as flooding or
storm damage.
The Directors also monitor the activities of the Texas petroleum authority - the Texas
Railroad Commission - regarding obligations and regulatory matters with operational
requirements on both a State and Federal perspective such that the Company can be pro-
active in complying with new requirements.
Metrics and Targets
The Group has limited operational and administrative activity at present and hence the
Directors are in the process of developing climate related metrics and targets appropriate
to the current extent of operations. The Group performs regular checks of air quality
operational equipment and analyses the results against local township vectors.
The Directors have assessed there to be limited Scope 1 and Scope 3 emissions from the
Group ' s administrative and operational activities; Scope 3 emissions relating to the supply
chain have not yet been evaluated.
Section 172 Statement
Section 172 of the Companies Act 2006 requires Directors to take into consideration
the interests of stakeholders and other matters in their decision making. The
Directors continue to have regard to the interests of the Company's employees and other
stakeholders, the impact of its activities on the community, the environment and the
Company's reputation for good business conduct, when
making decisions. In this context, acting in good faith and fairly, the Directors consider wha
t is most likely to promote the success of the Company for its members in the long term.
We explain in this annual report, and referenced herein, how the Board engages with
stakeholders.
Promotion of the Company for the benefit of the members as a whole
The Director's believe they have acted in the way most likely to promote the success of the
Company for the benefit of its members as a whole, as required by s172 of the Companies
Act 2006.
The requirements of s172 are for the Directors to:
· Consider the likely consequences of any decision in the long term,
· Act fairly between the members of the Company,
· Maintain a reputation for high standards of business conduct,
· Consider the interests of the Company's employees,
· Foster the Company's relationships with suppliers, customers and others, and
· Consider the impact of the Company's operations on the community and the environme
nt.
The Company is quoted on the London Stock Exchange, and its members will be fully
aware, through detailed announcements, shareholder meetings and financial
communications, of the Board's broad and specific intentions and the rationale for its
decisions. The application of the s172 requirements are demonstrated throughout this
report and the financial statements as a whole, with the following examples representing
some of the key decisions made in this reporting period and up to the date of approval of
these financial statements:
The likely consequences of any decision in the long term
The application of the Section 172 (1) requirements can be demonstrated in relation to
some of the key decisions made during the reporting period, including:
· Continuing to invest in work on numerous projects across Texas
· Continuing to focus on strategic partnerships with the JV partner
· Continued assessment of corporate and operational overheads and expenditure
The need to act fairly between members of the Company
After weighing up all relevant factors, the Directors consider which course of action best
enables delivery of our strategy over the long-term, taking into consideration the impact on
stakeholders. The Directors believe they have acted in the way they consider most likely to
promote the success of the Company for the benefit of its members as a whole.
The Board is committed to maintaining good communication and having constructive
dialogue with its shareholders. The Company has close ongoing relationships with key
private shareholders, analysts, and brokers, providing the opportunity to discuss issues
and provide feedback at meetings with the Company. All shareholders are encouraged to
attend the Company's Annual General Meeting and any general meetings held by the
Company.
The desirability of the Company maintaining a reputation for high standards of business
conduct
The Board periodically reviews and approves clear frameworks to ensure that its high
standard are maintained both within the Group and the business relationships we
maintain. This, complemented by the various ways the Board is informed and monitors
compliance with relevant governance standards, help ensure its decisions are taken and
that the Group acts in ways that promote high standards of business conduct.
The interests of the Company's employees
The Board recognises that the Company's employees are fundamental and core to our
business and delivery of our strategic ambitions. The success of our business depends on
attracting, retaining and motivating employees. From ensuring that we remain a
responsible employer, from pay and benefits to our health, safety, and workplace
environment, the Directors factor the implications of decisions on employees and the
wider workforce, where relevant and feasible.
The fostering of relationships with suppliers, customers and others
Delivering on our strategy requires strong mutually beneficial relationships with suppliers.
The Group values all of its suppliers and aims to build strong positive relationships through
open communication and adherence option agreement terms. The Group is committed to
being a responsible entity and doing the right thing for its suppliers and business partners.
The impact of the Company's operations on the community and the environment
The Group is committed to the highest environmental, social and governance standards
both internally and within the Group and externally with its partners. The Group is
committed to being a responsible entity in terms of the community and the wider
environment. As a mining exploration Company operating in Texas, the Board takes
seriously its ethical responsibilities to the communities and environment in which it works.
We abide by the local and relevant UK laws on anti-corruption & bribery. The Company,
recognizing the global impact of environmental concerns, initiated due diligence to expand
its experiences and core competencies in the fossil energy sector to specific green energy
initiatives. These initiatives were secured with US intellectual property filings and are being
expanded internationally.
Conclusion
The Directors believe that to the best of their wisdom and abilities, they have acted in the
way they consider prudent to promote the success of the Company for the benefit of its
members as a whole, in the true spirit of the provisions of Section 172 (1) of the Companies
Act 2006.
Principal Risks and Uncertainties
The Group's activities expose it to a variety of risks and uncertainties.
Market risk
The Group operates in an international market for hydrocarbons and is exposed to risk arisi
ng from variations in the demand for and price of the hydrocarbons. Oil and gas prices
historically have fluctuated widely and are affected by numerous factors over which the
Group does not have any control, including world production levels, international
economic trends, currency exchange fluctuations, inflation, speculative activity,
consumption patterns and global or regional political events. The Group will consider
hedging against the risks of fluctuating oil prices and currency exchange once commercial
production recommences.
Environmental risk
The Group's operations are subject to environmental regulation in all the jurisdictions in
which it
operates. The Group is unable to predict the effect of additional environmental laws and re
gulations which may be adopted in the future, including whether any such laws or
regulations would
adversely affect the Group's operations. There can be no assurance that such new environ
mental
legislation once implemented will not oblige the Group to incur significant expenses and un
dertake significant investments. The Group identifies, assesses and prioritises
environmental risks on an ongoing basis, as part of its management system.
Oil and gas exploration and production risks
Whilst Nobel Petroleum USA, Inc . , a Group subsidiary , took over the operatorship during
2019 with the formal approval of the regulator , the Texas Railroad Commission , and is the
Working Interest owner, the previous operator is still engaged under sub-contracting terms.
This allows the Group to fully integrate its operational teams in Houston.
Although it does not engage in exploration activities , per se , it might engage in some
limited exploration activity if it was i n an area offsetting producing assets and the
Company decided such activity was worthwhile on a minimised risk basis to enhance its
lease profile . There are significant risks and hazards inhe r ent in the exploration and
production of oil and gas, including environmental hazards , industrial incidents, labour
disputes, fire , drought , flooding and other acts of God . The occurrence of any of these
hazards can delay or interrupt production and increase production costs . The Group
operates a management system that embodies Environmental , Health , Safety and Social
Responsibility principles in order to mitigate these hazards .
There is no guarantee that oil and/or gas will be discovered i n any of the Group ' s existing
or future licenses/permitted acreage or that commerc i al quantities of oil and/or gas can
be recovered.
L icences and title
The leases in which the Group has or is seeking to have an interest will be subject to
termination after the primary term of such leases unless there is current production of oil
and/or gas in commercial quantities . If a lease is not extended after the pr i mary term, the
Group may lose the opportunity to develop and discover any hydrocarbon resources on
that lease area . The Group would then not be able to continue to access or benefit from
these leased assets, which could result in a loss of future economic benefits . Since the
year end, it has been identified that the primary term of some leases has expired and not
been extended. In response, the Board has taken the prudent approach to impair the
assets associated with these leases in these financial statements, reflecting the
uncertainty over title to those leases.
This report was approved by the Board on 24 September 2025 and signed on its behalf:
Stephen Lunn
Chairman
Directors' Report
The Directors present their Annual Report and the audited Financial Statements for the yea
r ended 31 March 2024.
The new UK Listing Rules, which came into force on 29 July 2024, replaced the former
standard and premium listing segments of the London Stock Exchange Main Market with a
single segment.
The Company's ordinary shares are listed on the London Stock Exchange in the Equity
Shares (Transition) category of the Official List, in accordance with the new UK Listing
Rules.
Organisation Review
The Board is responsible for providing strategic direction for the Group. This incorporates
setting out objectives, management policies and performance criteria. The Board assesses
its performance against these on a monthly basis.
Composition of the Board at 31 March 2024 was one Executive Director, Executive
Chairman and one Non-Executive Director. During the year, on 25 March 2024, Andrew
Clifford resigned from his position in the Company as Non-Executive Director. The Board
believes that the present composition provides an appropriate mix to conduct the Group's
affairs.
The Board is responsible for monitoring risks and uncertainties faced by the Group. These
risks and uncertainties are detailed in the Strategic Report and note 3 to the financial
statements.
The corporate governance arrangement of the Group is disclosed in the Corporate
Governance Report.
Directors and Directors' interests
The Directors who held office during the year to the date of approval of these financial state
ments, together with their beneficial interests in the ordinary shares of the Company, are
shown below.
31 March 2024
31 March 2023
Ordinary shares
(number)
Share
options
(number)
Ordinary
shares
(number)
Share
options
(number)
Olof Rapp
2,500,000
-
2,000,000
-
Thomas Evans (resigned 16
December 2024) (1)
500,000
-
500,000
-
Andy Clifford (resigned 25
March 2024)
1,000,000
-
1,000,000
-
David Lenigas (resigned 31
October 2024)
-
-
-
-
Stephen Lunn (appointed 22
September 2024)
1,404
-
-
-
Robert Menzel (appointed 21
January 2025)
-
-
-
-
(1) Thomas Martin Evans shares are held by FHF Securities (A'Asia) Limited. FHF
assisted the Company in contributing 4,500,000 shares to the April 2023 placement. The
4,500,000 shares are under agreement with the Company to be replaced through the
mechanism of a new prospectus.
The Directors who held office at 31 March 2024 are summarised as follows:
Name of Director
Position
David Lenigas
Executive Chairman (resigned 31 October 2024)
Thomas Evans
Executive Director (resigned 16 December 2024)
Olof Rapp
Senior Non-Executive Director
Directors' Remuneration
The Remuneration Committee assesses the appropriateness of the nature and amount of
emoluments of the Directors on a periodic basis by reference to relevant employment
market
conditions with the overall objective of ensuring maximum stakeholder benefit from the ret
ention of a high-quality Board and senior executive team.
The Directors' remuneration and policies for appointment or replacement of directors are d
isclosed in the Directors' Remuneration Report.
Dividends
The Directors do not recommend the payment of a dividend (2023: $Nil).
Share capital and major shareholdings
The issued share capital of the Company as at 31 March 2024 comprised 100,299,089
Ordinary shares of 1p (2023: 84,499,071). This increased to 112,299,071 in November 2024
following the share issues described in note 28 to the financial statements.
The Company has only one class of share capital formed of ordinary shares. All shares for
ming part of the ordinary share capital have the same rights and each carry one vote.
As at 24 September 2025 the Company had been notified of the following interests in the
Company's ordinary share capital:
Number of shares
Percentage (%)
Hargreaves Lansdown (Nominees)
Limited
10,084,091
9.06
Interactive Investor Services Nominees
Limited
8,210,799
7.38
Hargreaves Lansdown (Nominees)
Limited
7,568,903
6.80
Hargreaves Lansdown (Nominees)
Limited
7,274,555
6.54
Pennpetro Energy Plc
6,000,000
5.39
Interactive Investor Services Nominees
Limited
5,889,963
5.29
Barclays Direct Investing Nominees
Limited
5,434,715
4.88
W B Nominees Limited
5,280,409
4.74
HSDL Nominees Limited
4,980,290
4.47
HSDL Nominees Limited
3,731,282
3.35
Interactive Investor Services Nominees
Limited
3,662,134
3.29
To the best of the Directors' knowledge, no shareholder directly or indirectly exercises, or
could exercise, control over the Company.
Going Concern
These financial statements have been prepared on the going concern basis, as set out in
Note 2.3.
Under the going concern assumption, an entity is ordinarily viewed as continuing in
business for the foreseeable future with neither the intention nor the necessity of
liquidation, ceasing trading or seeking protection from creditors pursuant to laws or
regulations.
The Group receives income from oil sales but even along with reducing expenditure for the
financial year 2025, the forecasts indicate that the Group and Parent Company, in order to
meet their operational objectives, and expected liabilities as they fall due, will be required
to raise additional funds within the next 12 months.
On 24 September 2025, the Company entered into a convertible loan note agreement to
provide the Company with £250,000 for working capital requirements. Further details are
set out in Note 28.
Whilst the Directors are confident that they will secure the necessary funding, the current
conditions do indicate the existence of a material uncertainty that may cast significant
doubt regarding the applicability of the going concern assumption. The Directors are
confident in the Company's ability to raise additional funds as required, from existing
and/or new investors, within the next 12 months. Thus, they continue to adopt the going
concern basis of accounting preparing these financial statements.
Events after the Reporting Period
Loan Note facility
The loan note continues to be in place as at 31 March 2024 and is accruing interest,
however, has a maturity date of 31 December 2024. On 20 August 2025, Petroquest Energy
Limited issued a Corporate Undertaking within which the majority of the Petroquest loan
note would be written off and its security over assets held in Nobel Petroleum LLC be
released. The balance of the loan will be converted into a 50% stake in Pennpetro USA
Corp . This process has not yet been finalised as of the date of approval of these financial
statements.
Sale and Purchase Agreement on Texas Oil Assets
The Company announced that it signed a Sale and Purchase Agreement with Globalvision
International Lda on 1 August 2024, with regard to the sale of its Texas assets. The
transaction could not be completed due to title issues that are currently under review. In
the interim period, a caretaker role is being carried out by Globalvision International Lda.
Details of proceeds raised after the reporting period are detailed in note 28.
Provision of Information to Auditor
So far as each of the Directors is aware at the time this report is approved :
• there is no relevant audit information of which the Company's auditor is unaware ; and
• the Directors have taken all steps that they ought to have taken to make themselves
aware of any relevant audit information
and to establish that the auditor is aware of that information.
Independent Auditor
The auditor, Crowe U . K . LLP will be proposed for reappointment in accordance with sectio
n 485 of the Companies Act 2006 . Crowe U.K. LLP has signified its willingness to continue
in office as auditor.
This report was approved by the board on 24 September 2025 and signed on its behalf:
Stephen Lunn
Executive Chairman
As at the date of this report, the following directors held office in the Company:
Olof Nils Anders Rapp, Senior Non-Executive Director
Olof Rapp has vast international experience in the aerospace and automotive sector and h
as held
leading managerial positions with Rolls- Royce International, Volvo Truck Corporation and
VistaJet International in South America, Middle East and Asia. His last position at Rolls
Royce was as Regional Director, Malaysia, with overall responsibility for Rolls-Royce Plc's
business in Malaysia and Brunei (Aviation, Marine, Nuclear and Oil & Gas). Olof serves as a
Board Director in Serunai Commerce Sdn Bhd. He has also served as Director of European
Chamber of Commerce Malaysia (EuroCham), and Vice President of Swedish Chamber of
Commerce Malaysia (SwedCham).
Stephen Gary Lunn, Chairman
Stephen Lunn entered the commercial world in 1972 and now possesses a wide spectrum
of experience gained in the global stock broking and investment banking sectors, initially
spending time with Merrill Lynch in London, New York and Hong Kong. Having obtained
registration with the Commodity Futures Trading Commission in the USA (CFTC), Stephen
moved his focus from commodity trading to dealing in Equities and Bonds. Moving to
Australasia in 1976, he worked with a number of Stock Exchange member firms,
culminating in the position of Deputy Chairman for a full-line broking house, Frank Renouf
& Co. covering equities, bonds, portfolio management together with mergers and
acquisitions. Managing significant Pension funds involved participation in Initial Public
Offerings, capital raisings and underwriting new issues.
Robert Martin Menzel, Chief Executive Director
Robert Menzel is the founding member and Chairman of Globalvision International Lda, an
international commodity trading organization with a focus on developing oil and gas
investment projects. His career experience includes setting up new business ventures;
working in the finance operations of international oil conglomerates; having trained and
practiced as a professional accountant for two of the big four professional services firms,
Robert brings excellent skills to the Company.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the Financial
Statements in accordance with applicable laws and regulations.
Under Company law the Directors must not approve the Financial Statements unless they
are satisfied that they give a true and fair view of the state of affairs of the Company and
Group as at
the end of the financial year and of the profit or loss of the Group for that period. In preparin
g these Financial Statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgments and accounting estimates that are reasonable and prudent;
· state whether the applicable UK adopted international accounting standards has been
followed subject to any material departures disclosed and explained in the Financial
Statements; and
· prepare the Financial Statements on a going concern basis unless it is inappropriate to
presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient
to show and explain the Company's transactions and disclose with reasonable accuracy at
any time the financial position of the Company and the Group and enable them to ensure
that the Financial Statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and Group and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for the maintenance and integrity of the corporate and
financial information included on the Company's website. Legislation in the United
Kingdom governing the preparation and dissemination of the Financial Statements may
differ from legislation in other jurisdictions.
Directors' Responsibility pursuant to DTR4
Each of the Directors whose names and functions are listed on page 2 confirm that, to the
best of their knowledge and belief:
· The Financial Statements give a true and fair view of the assets, liabilities, financial
position and loss of the Group and Company; and
· The Annual Report and Financial Statements, including the Business review, includes a
fair review of the development and performance of the business and the position of the
Group and Company, together with a description of the principal risks and uncertainties
and they face.
On behalf of the Board
Stephen Lunn
Chairman
24 September 2025
Corporate Governance Practices
Pennpetro Energy plc's ordinary shares are listed on the London Stock Exchange in the
Equity Shares (Transition) category and is thus not
required to comply with the requirements of the U.K. Corporate Governance Code ("the Co
de") as issued by the Financial Reporting Council. The disclosures below are required by
the UKLA's Disclosure and Transparency Rule 7.
The Board is committed to ensuring the highest standards of corporate governance, and vol
untarily complies with, subject to a small number of exceptions listed
below, the supporting principles and provisions set out in the Code.
The following describes the ways in which the Company does not comply with the detailed
provisions of the Code and the Board's rationale thereon:
• given the size of the Board and the Company's current limited operational status, certain
provisions of the Corporate Governance Code (in particular the provisions relating to the
composition of the Board and the division of responsibilities between the Chairman and
chief
executive and executive compensation), are not being complied with by the Company as th
e Board does not consider these provisions to be appropriate for the Company;
• the Board has considered the requirement to prepare a viability statement. As the Group
is in the early stages of establishing operations and has not yet achieved a stable revenue
base, the Board does not consider it appropriate to provide a viability statement this year.
This position will be reviewed annually, and a viability statement will be prepared once
operations and revenue generation have reached a stable and sustainable level. Further
details regarding the Group's assessment of going concern are provided in note 2 of these
financial statements;
• the Board as a whole will review audit
and risk matters, on the basis of adopted terms of reference governing the matters to be
reviewed and the frequency with which such matters are considered. The Board as a whole
will also take responsibility for the appointment of auditors and payment of their audit fee,
monitor and review the integrity of the Company's financial statements and take
responsibility for any formal announcements on the Company's financial performance;
• the Board as a whole will be responsible for the appointment of executive and non-
executive
Directors. The Company does not currently believe it is necessary to have a separate nomin
ations committee at this time. The requirement for a nominations committee will be
considered on an ongoing basis;
• the Board believes in the benefits of diversity, including the need for diversity in order to e
ffectively represent shareholders' interests. This diversity is not restricted to gender but
also includes
geographic location, nationality, skills, age, educational and professional background. The
board's policy remains that selection should be based on the best person for the role;
• the Board as a whole will consider the Board's size, structure and composition and the sc
ale and structure of the Directors' fees, taking into account the interests of Shareholders
and the performance of the Company;
• the Board does not comply with the provision of the Corporate Governance Code that at
least half of the Board, excluding the Chairman, should comprise non-
executive directors determined by the Board to be sufficiently independent;
• the Company has in place procedures ensuring compliance with the new Market Abuse
Regulation and the Board will be responsible for taking all proper and reasonable steps
to ensure compliance with the Market Abuse Regulation by the Directors; and
• the Company will not seek Shareholder approval at a general meeting in respect of any
further
acquisitions it may make, unless it is required to do so for the purposes of facilitating the fi
nancing arrangements or for other legal or regulatory reasons.
The Board of Directors
As at 31 March 2024 , the Board of Directors comprised three members : one Executive
Director, one Executive Chairman and one Non-Executive Director . The Executive
Chairman and Executive Director have a wealth of experience analytically covering the oil
and gas industry. Similarly , the Non-Executive Director has extensive corporate and
financial experience. Since the year end, the Executive Chairman resigned and was
replaced with a new Executive Chairman. Similarly, the Executive Director resigned and
was replaced with a new Executive Director, both of whom have significant experience
covering the oil and gas industry.
The Company has a policy of appraising Board performance annually and had adopted an
internal policy of regular face to face meetings in which all Board members discuss any
issues as and when they arise in relation to the Board or any i ndividual member's
performance .
Board Meetings
The Board ordinarily meets on a monthly basis and as and when further required, providing
effective leadership and overall management of the Group's affairs by reference to those
matters reserved for its decision . This includes the approval of the budget and business
plan, major capital expenditure, acqu i sitions and disposals , risk management policies
and the approval of the financial statements. Formal agendas , papers and reports are sent
to the Directors, in a timely manner , prior to the Board meetings . Board meetings were
mostly held telephonically.
Internal Controls
The Board recognises the importance of both financial and non-financial controls and has
reviewed the Group's control environment and any related shortfalls during the year . Since
the Group was established , the Directors are satisfied that , given the current size and
activities of the Group , adequate internal controls have been implemented . Whilst they
are aware that no system can provide absolute assurance against material misstatement
or loss, in light of the current activity and proposed future developments of the Group,
continuing reviews of internal controls will be undertaken to ensure that they are adequate
and effective .
Relations with Shareholders
The Board is committed to providing effective communication with the shareholders of the
Company. Significant developments are disseminated through stock exchange
announcements and regular updates on the Company website. The Board views the Annual
General Meeting as a forum for communication between the Group and its shareholders
and encourages their participation in its agenda.
Stephen Lunn
Executive Chairman
24 September 2025
Directors' Remuneration Report
The Company's Remuneration Committee comprises one Non-
Executive Director, Olof Rapp.
The Company's Remuneration Committee operates within the terms of reference approved
by the Board. In the year to 31 March 2024, the Remuneration Committee documented one
review.
The items included in this report are unaudited unless otherwise stated.
Committee's main responsibilities
• The Remuneration Committee considers the remuneration policy, employment terms
and remuneration of the Executive Director;
• The Remuneration Committee's role is advisory in nature and it makes
recommendations to the Board on the overall remuneration package for the Executive
Director in order to attract, retain and motivate high quality executives capable of achieving
the Company's objectives;
• The Remuneration Committee also reviews proposals for any share option plans and ot
her
incentive plans, makes recommendations for the grant of awards under such plans as well
as approving the terms of any performance-related pay schemes;
• The Board's policy is to remunerate the Company's executives fairly and in such a mann
er
as to facilitate the recruitment, retention and motivation of suitably qualified personnel; an
d
• The Remuneration Committee, when considering the remuneration packages of the
Company's executives, will review the policies of comparable companies in the industry.
Directors' remuneration (audited)
Fees and benefits of $226,222 were payable to Directors who held office during the year en
ded 31 March 2024 (2023: $146,532).
Director Thomas Evans has received a loan of £10,000 which was outstanding as at 31 Mar
ch 2024. The loan is repayable within 12 months.
Salary
$
Valuation of
options
$
Taxable
benefits
$
Other
receipts
received
$
Pension
benefits
$
2024
Total
$
Andy Clifford
-
-
-
-
-
-
Olof Rapp
37,704
-
-
-
-
37,704
David Lenigas
150,814
-
-
-
-
150,814
Thomas Evans
37,704
-
-
-
-
37,704
226,222
-
-
-
-
226,222
Salary
$
Valuation of
options
$
Taxable
benefits
$
Other
receipts
received
$
Pension
benefits
$
2023
Total
$
Andy Clifford
53,934
-
-
-
-
53,934
Olof Rapp
46,299
-
-
-
-
46,299
David Lenigas
-
-
-
-
-
-
Thomas Evans
46,299
-
-
-
-
46,299
146,532
-
-
-
-
146,532
The Directors' remuneration is disclosed in full in the above table and is not linked to perfor
mance.
All current Directors' service contracts are kept available for inspection at the Company's r
egistered office.
All shares and interests held by the Directors are disclosed in the Directors' report.
Total pension entitlements (audited)
The Company currently does not have any pension plans for any of the Directors and does
not pay pension amounts in relation to their remuneration.
The Company has not paid out any excess retirement benefits to any Directors or past Dire
ctors.
Payments to past directors (audited)
The Company has not paid any compensation to past Directors.
Payments for loss of office (audited)
No payments were made for loss of office during the year.
Directors' interests in share warrants (audited)
None of the Directors had interests in share warrants.
Consideration of shareholder views
The Remuneration Committee considers shareholder feedback received and guidance
from shareholder bodies. This feedback, plus any additional feedback received from time
to time, is considered as part of the Company's periodic reviews of its policy on
remuneration.
Statement of policy on Directors' remuneration
The Company's policy is to maintain levels of remuneration so as to attract, motivate, and
retain Directors and Senior Executives of the highest calibre who can contribute their
experience to deliver industry leading performance with the Company's operations.
Currently Director's remuneration is not subject to specific performance targets.
In the future, the Company may introduce a remuneration policy that aligns Executive
compensation with corporate and individual performance. This policy aims to align the
interests of Directors with those of shareholders and incentivize them to excel. The
Remuneration Committee reviews the remuneration policy and employment terms for
Directors, making recommendations to the Board of Directors for the overall remuneration
packages. No Director participates in any decision directly affecting their own
remuneration.
Policy for new appointments
Base salary levels will take into account market data for the relevant role, internal
relativities, the individual ' s experience and their current base salary . Where an individual
is recruited at below market norms, they may be re-aligned over time (e.g. two to three
years) , subject to performance in the role . Benefits will generally be in accordance with
the approved policy .
For external and internal appointments , the Committee may agree that the Company will
meet certain re l ocation and/or incidental expenses as appropriate.
Policy on payment for loss of office
Payment for loss of office would be determined by the Remuneration Committee , taking
into account contractual obl i gations .
Other matters
The Company does not currently have any annual or long-term incentive schemes in place
for any of the D i rectors and as such there are no disclosures i n this respect.
Stephen Lunn
Chairman
24 September 2025
Audit Committee Report
The Audit Committee comprised two Directors, Olof Rapp (Chair of the Audit Committee)
and Thomas Evans, until Thomas's retirement from the Company on 16 December 2024.
The Audit Committee oversees the Company's financial reporting and internal controls and
provides a formal reporting link with the external auditors. The ultimate responsibility for
reviewing and approving the annual report and accounts and the half-yearly report remains
with the Board.
Main Responsibilities
The Audit Committee acts as a preparatory body for discharging the Board's
responsibilities in a wide range of financial matters, with terms of reference including:
• monitoring the integrity of the financial statements and formal announcements relating
to the Company's financial performance;
• reviewing significant financial reporting issues, accounting policies and disclosures in
financial reports, which are considered to be in accordance with the key audit matters
identified by the external auditors;
• overseeing that an effective system of internal control and risk management systems
are maintained;
• ensuring that an effective whistle-blowing, anti-
fraud and bribery procedures are in place;
• overseeing the Board's relationship with the external auditor and, where appropriate,
the selection of new external auditors;
• approving non-audit services provided by accounting firms; and
• ensuring compliance with legal requirements, accounting standards and the Listing
Rules and the Disclosure and Transparency Rules.
Governance
The Code requires that at least one member of the Audit Committee has recent and
relevant
financial experience. Both directors have served in financial executive and managing direct
or roles. As a result, the Board is satisfied that the Audit Committee has recent and
relevant financial experience.
Members of the Audit Committee are appointed by the Board and whilst shareholders, the
Company believes they are considered to be independent in both character and
judgement.
The Company's external auditor, Crowe U.K. LLP, did not provide any non-audit services in
the period.
The Audit Committee believes that the Company does not require an internal audit functio
n due to the current size of the organisation and its operations.
Meetings
In the year to 31 March 2024 the two members of the Audit Committee have met once. The
key work to be undertaken by the Audit Committee is as follows;
• interview of external auditors and recommendation to the Board;
• review of audit planning and update on relevant accounting developments;
• consideration and approval of the risk management framework, appropriateness of key
performance indicators;
• consideration and review of full-year results;
• review of the effectiveness of the Audit Committee; and
• review of internal controls.
The Code states that the Audit Committee should have primary responsibility for mak i ng a
recommendation on the appointment, reappointment or removal of the external auditor.
External auditor
The Aud i t Committee appointed Crowe U . K . LLP as auditors to the
Company , commencing with the first audit for the year ended 31 December 2018 . The
external auditor has unrestricted access to the Audit Committee Chairman . The
Committee is satisfied that Crowe U . K . LLP has adequate policies and safeguards in
place to ensure that auditor objectivity and independence are maintained.
The external auditors report to the Audit Committee annually on thei r independence from
the Company . In accordance with professional standards, the partner responsible for the
audit is changed every five years . The current auditor , Crowe U.K . LLP were first appointed
by the Company in 2019 following a tender process and therefore a new partner has been
rotated onto the engagement for the March 2024 audit. Having assessed the performance
objectivity and independence of the auditors , the Committee will be recommending the
reappointment of Crowe U . K . LLP as auditors to the Company at the 2024 Annual General
Meeting.
Stephen Lunn
Chai r man
24 September 2025
Independent auditor ' s report to the members of Pennpetro Energy Plc
Disclaimer of opinion
We were engaged to audit the financial statements of Pennpetro Energy plc (the "Parent
Company") and its subsidiaries (the "Group") for the year ended 31 March 2024 which
comprise the Consolidated Statement of Comprehensive Income, the Consolidated and
Parent Statements of Financial Position, the Consolidated and Parent Statements of
Changes in Equity, the Consolidated and Parent Statements and of Cash Flows and notes
to the financial statements, including a summary of material accounting policies. The
financial reporting framework that has been applied in the preparation of the financial
statements is applicable law and UK-adopted international accounting standards.
We do not express an opinion on the accompanying Group and Parent Company financial
statements. Because of the significance of the matters described in the basis for
disclaimer of opinion section of our report, we have not been able to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion on these financial
statements.
Basis for disclaimer of opinion
The disclaimer of opinion arises as a result of severe limitations over the evidence available
for the audit of the Group entities, including for the main operating subsidiaries which are
incorporated in the United States of America. Due to the death of the individual acting as
Company Secretary and financial controller in April 2024 and changes to the board there
has been a significant loss of financial information which the company has been unable to
reinstate.
We have not been able to perform a review of management override of controls through the
conduct of journal entry testing for some subsidiaries in the Group. This has occurred due
to the absence of complete general ledgers which also agree to the individual trial
balances as of the year end. We were not provided general ledgers for Pennpetro USA
Corporation, Nobel LLC, Pennpetro Greentec Limited, Pennpetro Greentec UK Limited and
Pennpetro Green Energy Limited. We are therefore unable to determine the completeness
of the trial balance for these entities for purposes of inclusion in the consolidation.
We have been unable to obtain sufficient appropriate audit evidence over the following
balances and transactions:
· A share lending transaction involving some previous directors. The value of this
transaction was $425,617.
· The other gains/losses of $423,563 and legal expenditure of $299,436 included in the
financial statements. These amounts represent expenditure for which there is no
supporting information.
· Receipt of part of the proceeds, £180,000, from the issue of 5.8 million shares in the
Group.
· Certain decommissioning liabilities, currently included in the financial statements at
$50,000.
As a result of these matters which together we consider material and pervasive, we were
unable to determine whether any adjustments might have been necessary in the financial
statement line items and the elements making up the Consolidated Statement of
Comprehensive Income, the Consolidated and Parent Statements of Financial Position, the
Consolidated Statement of Changes in Equity and the Consolidated and Parent Statements
of Cash Flows.
Key Audit Matters
In accordance with ISA (UK) 705, we have described below the matters that we have
determined to be key audit matters. Our responsibility is to address these matters in the
context of our audit of the financial statements as a whole and to form our opinion
thereon. However, because we do not express an opinion on the financial statements due
to the matters described in the Basis for Disclaimer of Opinion section, we do not provide
an opinion or any level of assurance on the financial statements as a whole, including the
matters described below.
Key audit matter
How the scope of our audit addressed the key
audit matter
Adequacy of accounting records
The Group has experienced significant
challenges in compiling the accounting
records for the year ended 31 March
2024, partly as a result of the individual
acting as Company Secretary and
financial controller passing away in April
2024.
• We requested from management
supporting detail to the accounting records,
including breakdowns, contracts, invoices
and other documentation.
• We held discussions with the Directors
and the Group's outsourced accountants, to
obtain an understanding of accounting
transactions, and the extent of audit evidence
available.
• As a result of these enquiries and the
responses received, we have determined that
a Disclaimer of Opinion is required in relation
to the Group's financial statements for the
year ended 31 March 2024.
Key audit matter
How the scope of our audit addressed the key
audit matter
• .
Opinions on other matters prescribed by the Companies Act 2006
Due to the significance of the matters described in the basis for disclaimer of opinion
section of our report, we have been unable to form an opinion, whether based on the work
undertaken in the course of the audit:
• the information given in the strategic report and directors' report for the financial year for
which the financial statements are prepared is consistent with the financial statements;
and
• the strategic report and the directors' report have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the
knowledge and understanding of the Group and the Parent Company and their
environment obtained in the course of the audit performed subject to the pervasive
limitation described above, we have not identified material misstatements in the strategic
report or the directors' report. Arising from the limitation of our work referred to above:
• we have not obtained all the information and explanations that we considered necessary
for the purpose of our audit; and
• we were unable to determine whether adequate accounting records have been kept or
whether the financial statements are in agreement with the accounting records and
returns.
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
• returns adequate for our audit have not been received from branches not visited by us; or
• certain disclosures of directors' remuneration specified by law are not made;
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement, the Directors are
responsible for the preparation of the financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the
Group's and Parent Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or company or to cease
operations, or have no realistic alternative but to do so.
Auditors responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit on the Group and Parent Company financial
statements in accordance with applicable law and International Standards on Auditing
(UK) and to issue an auditor's report. However, because of the matter described in the
basis for disclaimer of opinion section of our report, we were not able to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion on these financial
statements. We are independent of the group and parent company in accordance with the
ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRCs Ethical Standards applicable to public interest entities, and we have
fulfilled our other responsibilities in accordance with these requirements
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
We design procedures in line with our responsibilities, set out above, to detect material
misstatements in respect of irregularities, including fraud. Owing to the inherent limitations
of an audit, there is an unavoidable risk that material misstatements in the financial
statements may not be detected, even though the audit is properly planned and performed
in accordance with the ISAs (UK). We are unable to determine whether the audit was
capable in its ability to detect irregularities, including fraud, on the basis that we were
unable to obtain sufficient appropriate audit evidence due to the matter described in the
basis for disclaimer of opinion section of our report
Other matters which we are required to address
We were first appointed by the Board on 25 March 2019 to audit the financial statements
for the period ending 31 December 2018. Our total uninterrupted period of engagement is
six years, covering the periods ending 31 December 2018 to 31 March 2024.
The non-audit services prohibited by the FRC's Ethical Standard were not provided to the
Group or the Parent Company and we remain independent of the Group and the Parent
Company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the Parent Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken
so that we might state to the Parent Company's members those matters we are required to
state to them in an auditor's report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Parent
Company and the Parent Company's members as a body, for our audit work, for this report,
or for the opinions we have formed.
John Glasby
Senior Statutory Auditor
For and on behalf of Crowe U.K. LLP
Statutory Auditor
London
Date:
Year ended | 15 Months | ||
Note | 31 March 2024 | ended | |
31 March 2023 | |||
$ | $ | ||
Continuing Operations | |||
Revenue | 5 | ||
Cost of Sales | ( | ||
Gross Profit | |||
Administrative expenses | 7 | ( | ( |
Other losses | 7 | ( | |
Impairments | 13,14,18 | ( | |
Operating Loss | ( | ( | |
Gain on loan modification | 20 |
Note | Year ended | 15 Months | |
31 March 2024 | ended | ||
31 March 2023 | |||
$ | $ | ||
Finance costs | 10 | ( | ( |
Loss before Tax | ( | ( | |
Income tax | 11 | ||
Loss for the year attributable to owners of the parent | ( | ( | |
Other Comprehensive Income: | |||
Items that may be reclassified subsequently to profit or loss | |||
Currency translation differences | ( | ||
Other Comprehensive (Loss) / Income for the Year | ( | ||
Total Comprehensive Income for the Year | |||
attributable to the owners of the parent | ( | ( | |
Loss per share attributable to the owners of the parent during the year | |||
Basic (cents per share) | 12 | ( | ( |
Diluted (cents per share) | ( | ( |
The notes on pages 35 to 59 form part of these financial statements.
Note | 31 March | 31 March | |
2024 | 2023 | ||
$ | $ | ||
ASSETS | |||
Non-Current Assets | |||
Property, plant and equipment | 13 | ||
Intangible assets | 14 | ||
Total Non-Current Assets | |||
Current Assets | |||
Trade and other receivables | 16 | ||
Short term investments | 17 | ||
Cash and cash equivalents | 18 | ||
Total Current Assets | |||
TOTAL ASSETS | |||
EQUITY AND LIABILITIES | |||
Equity Attributable to Owners of Parent | |||
Share capital | 19 | ||
Share premium | 19 | ||
Convertible reserve |
Note | 31 March | 31 March | |
2024 | 2023 | ||
$ | $ | ||
Reorganisation reserve | ( | ( | |
Foreign exchange reserve | ( | ||
Retained losses | ( | ( | |
Total Equity | ( | ||
Current Liabilities | |||
Trade and other payables | 21 | ||
Borrowings | 20 | ||
Total Current Liabilities | |||
Non- Current Liabilities | |||
Borrowings | 20 | ||
Total Non-Current Liabilities | |||
TOTAL EQUITY AND LIABILITIES |
These financial statements were approved by the Board of Directors on 24 September 2025
and signed on its behalf by:
Stephen Lunn
Chairman
Company registration number: 10166359
The notes on pages 35 to 59 form part of these financial statements .
Note
31 March
2024
31 March
2023
$
$
ASSETS
Non-Current Assets
Investments in subsidiaries
15
-
6,440,980
Total Non-Current Assets
-
6,440,980
Current Assets
Trade and other receivables
16
14,240
2,957,318
Short term investments
17
-
82,224
Cash and cash equivalents
18
41
-
Total Current Assets
14,281
3,039,542
TOTAL ASSETS
14,281
9,480,522
EQUITY AND LIABILITIES
Equity Attributable to Shareholders
Share capital
18
1,277,639
1,079,101
Share premium
18
8,443,248
6,610,719
Convertible reserve
4,172,846
4,172,846
Foreign exchange reserve
(214,671)
(334,293)
Retained losses
(15,459,199)
(3,406,463)
Total Equity
(1,780,137)
8,121,910
Current Liabilities
Trade and other payables
21
1,794,418
1,358,612
Total Current Liabilities
1,794,418
1,358,612
TOTAL EQUITY AND LIABILITIES
14,281
9,480,522
The Company has elected to take the exemption under Section 408 of the Companies Act
2006 from presenting the parent company Statement of Comprehensive Income. The loss
for the parent company for the period was $12,052,736 (2023: $540,433).
These financial statements were approved by the Board of Directors on 24 September 2025
and were signed on its behalf by:
Stephen Lunn
Chairman
Share Capital Share | Convertible | Reorganization Reserve Foreign | Share | Retained | Total Equity | |||
Group | Premium | Reserve | Exchange | Based | Losses | |||
Reserve | Payments | |||||||
Reserve | ||||||||
$ | $ | $ | $ | $ | $ | $ | $ | |
Balance at 31 | ( | ( | ||||||
December 2021 | ||||||||
Loss for the period | ( | ( | ||||||
Foreign currency | ||||||||
translation differences | ||||||||
Total comprehensive income for the year | ( | ( | ||||||
Share issue (note 19) | ||||||||
Exercise of convertible loan | ( | |||||||
notes | ||||||||
(note 19) | ||||||||
Balance at 31 March 2023 | ( | ( | ||||||
Loss for the period | ( | ( | ||||||
Foreign currency | ( | ( | ||||||
translation differences |
Share Capital Share | Convertible | Reorganizatio Foreign | Share | Retained | Total Equity | |||
Group | Premium | Reserve | n Reserve | Exchange | Based | Losses | ||
Reserve | Payments | |||||||
Reserve | ||||||||
$ | $ | $ | $ | $ | $ | $ | $ | |
Total comprehensive income for the period | ( | ( | ( | |||||
Share issue (note 19) | ||||||||
Cost of share issue (note 19) | ( | ( | ||||||
Balance at 31 March 2024 | ( | ( | ( | ( | ||||
Company registration number: 10166359
The notes on pages 35 to 59 form part of these financial statements.
The notes on pages 35 to 59 form part of these financial statements.
Company
Share Capital
Share
Premium
Convertible
Reserve
Foreign
Exchange
Reserve
Share
Based Payments
Reserve
Retained
Losses
Total Equity
$
$
$
$
$
$
$
Balance at 31 December 2021
979,427
4,121,700
6,021,575
575,249
-
(2,866,030)
8,831,921
Loss for the period
-
-
-
-
-
(540,433)
(540,433)
Foreign currency
translation differences
-
-
-
(951,906)
-
-
(951,906)
Total comprehensive income for
the period
-
-
-
(951,906)
-
(540,433)
(1,492,339)
Share issue (note 19)
27,419
754,909
-
-
-
-
782,328
Exercise of convertible loan
notes (note 19)
72,255
1,734,110
(1,848,729)
42,364
-
-
-
Balance at 31 March 2023
1,079,101
6,610,719
4,172,846
(334,293)
-
(3,406,463)
8,121,910
Loss for the period
-
-
-
-
-
(12,052,736)
(12,052,736)
Foreign currency
translation differences
-
-
-
119,622
-
-
119,622
Total comprehensive income for
the period
-
-
-
119,622
-
(12,052,736)
(11,933,114)
Share issue (note 19)
198,538
2,053,847
-
-
-
-
2,252,385
Cost of share issue (note 19)
-
(221,318)
-
-
-
-
(221,318)
Balance at 31 March 2024
1,277,639
8,443,248
4,172,846
(214,671)
-
(15,459,199)
(1,780,137)
The notes on pages 35 to 59 form part of these financial statements.
| Year ended | 15 months | |
| 31 March 2024 | ended | |
31 March 2023 | ||
| $ | $ | |
Cash Flows from Operating Activities | ||
Loss before tax | ( | ( |
Foreign exchange | ( | |
Gain on loan amendment | ( | |
Finance costs | ||
Impairment charge | ||
| ( | ( | |
Changes to working capital | ||
Decrease / (Increase) in trade and other receivables | ( | |
Increase in trade and other payables | ||
Net Cash used in Operating Activities | ( | ( |
Cash Flows from Investing Activities | ||
Purchases of property, plant and equipment | ( | ( |
Decrease / (increase) of short-term investments | ( |
Year ended | 15 months | |
31 March 2024 | ended | |
31 March 2023 | ||
$ | $ | |
Net Cash generated from / (used in) | ( | ( |
Investing Activities | ||
Cash Flows from Financing Activities | ||
Proceeds from issues of ordinary shares | ||
Transaction costs on issue of ordinary shares | ( | |
Net Cash generated from Financing Activities | ||
Net Increase / (Decrease) in Cash and Cash Equivalents | ( | |
Cash and cash equivalents at the beginning of the period | ||
Effect of exchange rates on cash balance | ( | |
Cash and Cash Equivalents at the End of the Period |
The notes on pages 35 to 59 form part of these financial statements.
Period
end 31 March 2024
15 Months
period
31 March 2023
$
$
Cash Flows from Operating Activities
Loss before tax
(12,052,736)
(540,433)
Impairment of investment
6,535,308
-
Impairment of intercompany loan balance
4,408,041
-
Impairment of short-term investments
50,699
-
Unrealised foreign exchange
25,063
2,496
(1,033,625)
(537,937)
Changes to working capital
Increase in trade and other receivables
(1,464,730)
(134,753)
Increase in trade and other payables
435,807
137,834
(1,028,923)
3,081
Net cash used in Operating Activities
(2,062,548)
(534,856)
Cash Flows from Investing Activities
Decrease / (increase) of short-term investments
31,525
(47,310)
Net Cash generated from / (used in)
Investing Activities
31,525
(47,310)
Cash Flows from Financing Activities
Proceeds from issue of ordinary shares
2,252,385
582,166
Transaction costs on issue of ordinary shares
(221,318)
-
Net Cash generated from Financing Activities
2,031,067
582,166
Net movement in Cash and Cash Equivalents
44
-
Cash and cash equivalents at the beginning of
the year
-
-
Net Increase in cash and cash equivalents
44
-
Effect of exchange rates on cash balances
(3)
-
Cash and Cash Equivalents at the End of the
Year
41
-
The notes on pages 35 to 59 form part of these financial statements .
The Group's activities expose it to a variety of financial risks: market risk (including
currency risk and cash flow and interest rate risk), credit risk and liquidity risk.
Market risk
The Group operates in an international market for hydrocarbons and is exposed to risk
arising from variations in the demand for and price of the hydrocarbons. Oil and gas prices
historically have fluctuated widely and are affected by numerous factors over which the
Group has no control, including world production levels, international economic trends,
exchange rate fluctuations, speculative activity and global or regional political events.
Commodity and currency risk
As the Group's potential earnings will be derived from the sale of oil, the Group's future
revenues and cash flows will be impacted by changes in the prices and available market of
this commodity. Any substantial decline in the price of oil or in transport or distribution
costs may have a material adverse effect on the Group. Commodity prices fluctuate and
are affected by a number of factors including current and expected future supply and
demand, production cost levels in major oil producing centres, as well as macroeconomic
conditions such as inflation and interest rates.
Furthermore, the capital raises of the Company are denominated in Great British Pounds
whereas the Groups assets and liabilities are primarily help in United States Dollars.
Consequently, material changes in the Pound Sterling exchange rate may impact the
Group's ability to raise sufficient funds for operations in Texas. Exchange rates are
impacted by numerous factors beyond the control of the Group, including inflation, interest
rates, and general economic outlook. The Directors are confident that they have put in
place a strong management team capable of dealing with the above issues as they arise.
Credit risk
The Group's principal financial assets are cash and cash equivalents, other receivables
and short-term investments.
Credit risk represents the risk of loss the Group would incur if third party operators and
counterparties fail to fulfil their credit obligations. The risk is concentrated between a
relatively small group of operators given the small number of parties involved in oil and gas
exploration and production activities. The Group seeks to mitigate this risk where possible
by assessing the credit quality of the participants and by establishing ongoing and long-
term relationships.
The initial credit risk on cash and cash equivalents and short-term investments is limited
because it is the Group's policy to invest with banks that firstly offer the greatest degree of
security in the view of the Group and, secondly the most competitive interest rates. The
credit risk for short term investments and cash and cash equivalents is considered
negligible since the counterparties are reputable banks.
Other receivables include amounts due from parties that have been involved in the
Gonzales Project since its inception and continue to have an interest in the Group in their
capacity as shareholders in Pennpetro or as lenders to the Group. Other receivables are
therefore initially considered low credit risk.
Other receivables are considered in default if the entity or party has not settled its payment
obligation by the due date set out in the underlying contracts and agreements.
A loss allowance is recognised for expected credit losses on all financial assets held at the
balance sheet date. Given risk mitigation steps undertaken by the Directors, no provision
has been made for losses.
The maximum exposure due to credit risk for the Group on financial assets during the
year was
$336,589 (2023: $444,315). All amounts are expected to be received in full and on time.
Liquidity risk
Cash flow forecasting is performed in the operating entities of the Group and aggregated by
Group Finance. Group Finance monitors rolling forecasts of the Group's liquidity
requirements to ensure it has sufficient cash to meet operational needs, while seeking to
maintain sufficient headroom on its undrawn committed borrowing facilities (note 20) at all
times, so that the Group does not breach borrowing limits or covenants (where applicable)
on any of its borrowing facilities. Such forecasting takes into consideration the Group's
debt financing plans, covenant compliance, compliance with internal Statement of
Financial Position ratio targets, and, if applicable, external regulatory or legal requirements
(for example, currency restrictions).
The table below analyses the Group's non-derivative financial liabilities into relevant
maturity groupings, based on the remaining period at the Statement of Financial Position to
the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows.
Group
At 31 March 2024
Less than
1 year
$
Between 1 and
2 years
$
Between 2 and
3 years
$
Borrowings (undiscounted)
4,604,181
-
-
Trade and other payables
2,129,116
-
-
At 31 March 2023
Borrowings (undiscounted)
-
4,018,369
-
Trade and other payables
966,986
-
-
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
4.1.Use of estimates and judgements
The preparation of Financial Statements in conformity with IFRSs requires management to
make judgements, estimates and assumptions that affect the application of policies and
reported amounts of assets and liabilities, income and expenses. The estimates and associ
ated assumptions are based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the rev
ision affects only that period, or in the period of the revision
and future periods if the revision affects both current and future periods. In particular,
information about significant areas of estimation uncertainty and critical judgements in
applying accounting policies that have the most significant effect on the amount
recognised in the financial statements are described below.
4.2.Critical accounting judgements
• Recoverability of non-producing mineral leases and capitalised drilling costs
& equipment
Management tests annually whether non-producing mineral leases have future economic
value in accordance with the accounting policies. This assessment takes into consideratio
n the likely commerciality of the asset, the future revenues and costs pertaining and the
discount rates to be applied for the purposes of deriving a recoverable value. In the event
that a lease does not represent an economic drilling target and results indicate that there is
no additional upside, the mineral lease and drilling costs will be impaired.
The Directors
have reviewed the estimated value of the licences and have concluded that an impairment
charge should be recognised. The primary term of the leases have expired but did not
require renewal whilst the there was production from the permitted area. Production over
the permitted area stopped in April 2024 and has not yet recommenced.
In light of this information, the Directors have concluded that there is a material
adjustment required to the value given that the primary term of many of the leases has
expired, the production status is under review, and there is material uncertainty over the
outcome of this review.
• Impairment of investments, and amounts due from subsidiaries
The Directors have assessed at year end whether there is any indication that the carrying
value of the Company's investment in its subsidiaries has been impaired, and whether the
amounts due from its subsidiaries are not recoverable. The Directors
have determined that the value of the assets owned by its subsidiaries, namely the mineral
leases, the proven oil and gas reserves and Net Revenue Interests (as described in the
section below "Estimated impairment of producing properties and capitalised drilling costs
& equipment") are significantly lesser than the combined total of the Investment and
receivable balances carried in the Company's books. The Directors therefore have
impaired the value of the investment in the Company's books and have impaired the value
of assets in the Group.
4.3 Critical accounting estimates
• Estimated impairment of producing properties and capitalised drilling costs
& equipment
31 March 2024
31 March 2023
$
$
Segmental assets for reportable segments
314,147
6,163,136
Total assets per Statement of Financial Position
314,147
6,163,136
7. EXPENSES BY NATURE
Group
Year ended
31 March 2024
15 Month
Period ended
31 March 2023
$
$
Legal, professional and compliance costs
842,948
297,290
Foreign exchange (gain) / loss
(18,809)
778
Wages and salaries
226,222
181,969
Other costs
541,789
76,457
Total administrative expenses
1,592,150
556,494
Unknown expenditure
423,563
-
Total other losses
423,563
-
The amounts charged as other losses relate to expenditure incurred in the FHF Corporate
Finance Limited bank account for which underlying support could not be obtained. The
Directors continue to seek underlying support for these transactions and recover costs
where possible.
8. AUDITOR REMUNERATION
Services provided by the Company's auditor and its associates
During the period, the Group (including its overseas subsidiaries) obtained the following
services from the Company's auditor:
Period ended 31 March 2024
15 Month
Period ended 31 March 2023
$
$
Fees payable to the Company's auditor for the audit
of the parent company and consolidated financial
Statements
69,123
49,310
9. STAFF COSTS
Group and Company
2024
$
2023
$
Wages and salaries
226,222
146,532
Social security costs
-
35,437
226,222
181,969
Directors' Emoluments
2024
$
2023
$
Olof Rapp
Emoluments
37,704
46,299
Thomas Evans
Emoluments
37,704
46,299
Andy Clifford ( resigned
25 March 2024 )
Emoluments
-
53,934
David Lenigas
Emoluments
150,814
-
226,222
146,532
The Group does not employ any full-time employees at its US subsidiaries. Instead, the
Group uses specialist service providers to fulfil its well drilling and land management
requirements.
The average monthly number of staff, including the Directors, during the financial year was
as follows:
2024
2023
Directors
4
3
10. FINANCE COSTS
2024
2023
$
$
Interest expense
260,285
260,347
260,285
260,347
11. INCOME TAX
The tax charge for the year is $Nil (2023: $Nil). Factors affecting the tax charge for the
period are explained below:
2024
$
2023
$
Loss for the year before taxation
(8,897,048)
(318,902)
UK Loss before tax multiplied by the UK tax rate
25% (2023: 19%)
(2,224,262)
(60,591)
Tax effect of:
Fixed asset differences
1,777,112
-
Expenses not deductible for tax purposes
121,205
-
Gain on loan modification
-
(94,608)
Unutilised tax losses carried forward
325,945
155,199
-
-
The Group has UK tax losses of approximately $2,944,526 (2023: $1,987,874) to carry
forward against future profits. The Directors have not recognised a deferred tax asset on
the losses to date due to the uncertainty of recovery.
The rate of UK corporation tax increased from 19% to 25% with effect from 1 April 2023.
At 31 March 2023
1,484,931
11,699
1,496,630
At 31 March 2024
1,484,931
11,699
1,496,630
Accumulated Depreciation and
Impairment
At 31 December 2021
-
11,699
11,699
At 31 March 2023
-
11,699
11,699
Impairment
1,484,931
-
1,484,931
At 31 March 2024
1,484,931
11,699
1,496,630
Net Book Amount
At 31 March 2023
1,484,931
-
1,484,931
At 31 March 2024
-
-
-
Impairment review
It was identified that the primary term for the Mineral Leases had expired without renewal
in the year. Whilst there is production on the land, the lease remains enforceable,
regardless of whether an extension has been granted. The Mineral Leases at Whistling
Straits have had their primary term expire and production ceased in April 2024.
Consequently, there is uncertainty over whether the validity and enforceability of said
leases.
The Mineral Leases at COG#1-H have also had their primary term expire without renewal.
There has not been production at this well for a significant amount of time, resulting in
Amortisation and Impairment
At 31 December 2021
-
-
Amortisation charge for the year
-
-
At 31 March 2023
-
-
Impairment
5,571,282
5,571,282
Amortisation charge for the period
-
-
At 31 March 2024
5,571,282
5,571,282
Net Book Amount
At 31 March 2023
4,233,890
4,233,890
At 31 March 2024
-
-
Drilling costs represents acquired exploration and evaluation assets with an undetermined
useful life and are tested annually for impairment. Drilling costs are capitalised on a well-
by-well basis if the results indicate the existence of a commercially viable level of reserves.
At 31 March 2024, the Company held, through its US based subsidiary entities, 100% in the
leasehold petroleum interests centered on the City of Gonzales, southwest Texas.
Impairment review - Intangible assets
The Directors have undertaken a review to assess whether circumstances exist which
could indicate the existence of impairment, considering the following indicators:
• There is uncertainty over the title and enforceability of mineral leases.
Registered Office:
8 The Green Ste A, Dover, Delaware
19901, USA
Nature of business:
Oil and Gas
Class of share:
Ordinary shares
% of equity shares held
by Company:
100%
Nobel Petroleum USA Inc.
Registered Office:
198 West 13th Street,
Wilmington, Delaware
19801, USA
Nature of business:
Oil and Gas
Class of share:
Ordinary shares
% of equity shares held
by Company:
100% via Pennpetro USA Corp
Nobel Petroleum LLC
Registered Office:
3867 Plaza Tower DR Baton Rouge, Louisiana
70816-4378, USA
Nature of business:
Oil and Gas
Class of share:
Ordinary shares
% of equity shares held
by Company:
100% via Pennpetro USA Corp
Pennpetro Greentec UK Limited
Registered Office:
20b Wilton Row London SW1X
7NS, UK
Nature of business:
Dormant
Amounts owed from
group undertakings
-
-
-
2,944,932
Other receivables
307,881
315,299
14,240
12,386
307,881
315,299
14,240
2,957,318
The fair value of all receivables is the same as their carrying values stated above.
Group
The carrying amounts of the Group's trade and other receivables are denominated in the
following currencies:
2024
$
2023
$
UK Pound Sterling
14,240
12,386
US Dollar
293,641
302,913
307,881
315,299
The maximum exposure to credit risk at the reporting date is the carrying value of the trade
and other receivables mentioned above. The Group does not hold any collateral as
security.
The impact of a 10% favourable movement in the US Dollar to UK Pound would increase the
carrying value of other receivables denominated in UK Pounds by approximately $1,424
(2023:
$1,238). The impact of a 10% adverse movement in the US Dollar to UK Pound would
reduce the carrying value of other receivables denominated in UK Pounds by approximately
$1,424 (2021: $1,238).
20. BORROWINGS
Group
Company
2024
2023
2024
2023
$
$
$
$
Current liabilities
Corporate borrowings
4,345,948
4,018,369
-
-
As at 31 March 2023, the Group had a $5 million Loan Note arrangement with Petroquest
Energy Limited, with a maturity date of 31 December 2024. At the date of signature of these
financial statements, the whole amount is due for payment. On 20 August 2025,
Petroquest Energy Limited issued a Corporate Undertaking within which the majority of the
Petroquest loan would be written off and its security over assets held in Nobel Petroleum
LLC be released. Further details regarding this agreement are included in Note 28.
The annual interest rate is set at 1% below Barclays Bank base rate. In the year to 31 March
2024, $211,443 was charged in interest and the effective interest charge for the year to 31
March 2024 is $48,802 as shown in finance costs (note 10). The undiscounted balance
drawn against this loan note as at 31 March 2024 was $4,604,181 (2023: $4,018,369). The
borrowing facility is secured against certain petroleum leases owned by the Group which
have now expired, and the value of these leases impaired per note 12. The Directors are in
discussion with Petroquest to agree mutually beneficial terms to resolve the issue. The
discounted present value of the loan as at 31 March 2024 was $4,345,948 (2023:
$3,453,767) and reflects an adjustment for effective interest calculated at 8% per annum
over the remaining term of the loan.
20. BORROWINGS (continued)
(1) The facility provision relates wholly to a balance owed to a creditor with a historic
share subscription facility that the Company drew down on for operations. This balance is
due within one year of 31 March 2024.
Group
The carrying amounts of the Group's trade and other payables are denominated in the
following currencies:
2024
$
2023
$
UK Pound Sterling
1,794,418
916,986
US Dollar
334,698
50,000
2,129,116
966,986
The impact of a 10% favourable movement in the US Dollar to UK Pound would increase the
carrying value of trade and other payables denominated in UK Pounds by approximately
$179,442 (2023: $91,698). The impact of a 10% adverse movement in the US Dollar to UK
Pound would reduce the carrying value of trade and other payables denominated in UK
Pounds by approximately $179,442 (2023: $91,698).
Company
The carrying amounts of the Company's trade and other payables are denominated in UK
Pound sterling. The carrying amounts of the Company's US subsidiary companies are
denominated in US Dollars.
22. FINANCIAL INSTRUMENTS BY CATEGORY
Group
Company
2024
2023
2024
2023
$
$
$
$
Assets as per Statement of
Financial Position
Loans and receivables:
Trade and other
receivables (excluding
prepayments)
307,881
315,299
14,240
2,957,318
Short-term investments
-
82,224
-
82,224
Cash and
cash equivalents
6,266
46,792
41
-
314,147
444,315
14,281
3,039,542
Liabilities per Statement
of Financial Position
Financial liabilities at
amortised cost:
Borrowings
4,345,949
4,018,369
-
-
Trade and other payables
(excluding non-financial
liabilities)
2,129,116
966,986
1,794,418
1,358,612
6,475,065
4,985,355
1,794,418
1,358,612
23. TREASURY POLICY
On 17 July 2024, the Company signed a deal Heads of Terms with Globalvision
International U. LDA ("Globalvision") to purchase the entire share capital in Pennpetro's
subsidiary Nobel Petroleum USA Inc ("Nobel") in exchange for a life of asset estimated at
around 30 years oil sales revenues through a 12.5% Overriding Royalty Interest. This
transaction has not yet completed due to unforeseen complications.
The Company also changed registered address from 20b Wilton Row, London, SW1X 7NS
to 6 Heddon Street, London, W1B 4BT on this date.
On 31 July 2024, the Company raised £360,000 gross proceeds from the issue of 6,000,000
new ordinary shares at a price of 6 pence per share.
On 14 August 2024, the Company raised £300,000 gross proceeds from the issue of
5,000,000 new ordinary shares at a price of 6 pence per share.
On 5 November 2024, the Company raised £120,000 gross proceeds from the issue of
1,000,000 new ordinary shares at a price of 12 pence per share.
On 17 December 2024, Thomas Evans resigned from his position as CEO with immediate
effect. The position was temporarily filled by Stephen Lunn until Robert Menzel was
appointed CEO on 21 January 2025.
On 31 December 2024, the Petroquest loan note reached maturity date. On 20 August
2025, Petroquest Energy Limited issued a Corporate Undertaking within which the majority
of the Petroquest loan note would be written off and its security over assets held in Nobel
Petroleum LLC be released. The balance of the loan will be converted into a 50% stake in
Pennpetro USA Corp . This process has not yet been finalised as of the date of approval of
these financial statements.
On 24 September 2025, the Company entered into an unsecured convertible loan note
agreement with RMD Holdings Ltd to provide the Company with £250,000 for working
capital requirements. Interest shall be payable at 6% per annum and will accrue daily.