CADOGAN ENERGY SOLUTIONS PLC
ANNUAL FINANCIAL REPORT
2025
CADOGAN ENERGY SOLUTIONS PLC
Contents
OVERVIEW
Summary of 2025 1
Group Overview 2
STRATEGIC REPORT 4
Chief Executive’s Review 5
Operations Review 7
Financial Review 8
Risks and Uncertainties 10
Summary of Reserves and Resources 14
Corporate Responsibility 15
Task force on climate-related financial disclosures 19
CORPORATE GOVERNANCE
Board of Directors 24
Report of the Directors 26
Corporate Governance Statement 32
Board Committee Reports 38
Annual Report on Remuneration 2025 44
FINANCIAL STATEMENTS
Statement of Directors’ Responsibilities 66
Independent Auditor’s Report 67
Financial Statements of Cadogan Energy Solutions plc
Consolidated Income Statement 74
Consolidated Statement of Comprehensive Income 75
Consolidated Balance Sheet 76
Consolidated Cash Flow Statement 77
Consolidated Statement of Changes in Equity 78
Notes to the Consolidated Financial Statements 79
Company Balance Sheet 112
Company Cash Flow Statement 113
Company Statement of Changes in Equity 114
Notes to the Company Financial Statements 115
GLOSSARY 119
SHAREHOLDER INFORMATION 120
CADOGAN ENERGY SOLUTIONS PLC
Summary of 2025
1
Key Financial Highlights of 2025:
§ Loss for the year: $1.1 million (2024: loss of $6.2 million)
§ Average realised price
1
: $46.75/boe (2024: $71.13/boe)
§ Gross revenues
2
: $5.8 million (2024: $9.2 million)
§ G&A
3
: $4.0 million (2024: $3.5 million)
§ Loss per share: 0.45 cent (2024: loss of 2.6 cents)
§ Cash and other financial assets (see note 21) at the year-end
4
: $20.1 million (2024: $14.4 million)
Key Operational Highlights of 2025:
§ Oil production: 117,408 bbl (2024: 129,272 bbl), a 9% decrease year-on-year;
§ No LTI/TRI
5
. All employees and assets have been secured;
§ In January 2025, Cadogan received 10 million euros as provided in the Settlement Agreement signed
with Proger in December 2024. Subsequently, Cadogan exited from the Loan Agreement signed in
February 2019, ended all the litigations procedures and dissolved the pledge over the corresponding
shares in Proger Ingegneria;
§ In Italy, Exploenergy has obtained two gas exploration licences in Northern Italy, for the Corzano
project located in the Lombardia region and the Reno Centese project located in the Emilia Romagna
region;
§ New decentralised power generation infrastructure has been developed in Western Ukraine, with a
total capacity of 12.3 MW. As of April 2026, 9.2 MW are operating and producing electricity sold to the
grid operator. Remaining 3.1 MW is undergoing commissioning process prior to operational start;
§ The Gas-to power infrastructure using the non-commercial gas of Blazhiv field for producing electricity
is operational since February 2026, and selling electricity to the grid operator; and
§ The ISO 14001 and 45001 certifications were re-validated by respective authorities for one year.
1
Average realised price is calculated as total revenue from oil sales for the period divided by total volume of sold oil for the period
2
Gross revenues of $5.8 million (2024: $9.2 million) included $0.3 million (2024: nil) from trading of natural gas, $5.5 million (2024:
$9.2 million) from production
3
Administrative expenses (“G&A”)
4
Group’s cash position is $13.6 million and with an other financial asset amount of $6.5 million (£4.8 million) being an amount held
on deposit as a collateral for SBLC provided by a UK Bank to one of the Company’s subsidiaries (see note 21).
5
LTI: Lost Time Incidents; TRI: Total Recordable Incidents
CADOGAN ENERGY SOLUTIONS PLC
Group overview
2
In 2025, Cadogan pursued its strategy to become a multi-energy group. Cadogan continued to operate its oil
production assets in Western Ukraine and started investing in the electricity sector with the development of
a decentralised power generation infrastructure in Western Ukraine. Moreover, Cadogan, through its Italian
subsidiary obtained two gas exploration licenses in Northern Italy.
Ukraine
Throughout 2025, Cadogan continued to operate in Ukraine under highly challenging circumstances as the
ongoing war with Russia continued to affect the Country and the Group’s activities there.
Western Ukraine
The Group continued to produce oil from its Blazhiv production license located in Western Ukraine. In 2025,
net oil production amounted to 117,408 barrels, corresponding to an average production rate of 322 barrels
per day. This represents a 9% decrease compared to the prior year, due to the temporary production
shutdowns required to conduct hydrodynamic surveys, the short-term interruptions related to the
equipment maintenance and disruptions in energy supplies.
Comprehensive hydrodynamic surveys of all wells at the Blazhiv field were completed. The results of these
surveys led to update of the hydrodynamic model and a refinement of the production indicators.
The development of the gas-to-power project, capturing and utilising the non-commercial associated gas for
producing electricity, has been completed. The project was successfully commissioned and became
operational in February 2026, with a delay of approximately one year, due to unforeseen difficulties in the
administrative procedures for permitting and grid connection. This installation will contribute to significantly
reduce CO₂ emissions associated with existing oil production activities at Blazhiv field.
Power Generation Business
The new power generation projects were launched across several locations in Western Ukraine. 9.2 MW
became operational within April 2026. Remaining 3.1 MW is undergoing commissioning process prior to
operational start. These initiatives represent a significant milestone in the transformation of Cadogan’s
business model to become a multi-energy group.
CADOGAN ENERGY SOLUTIONS PLC
Group overview
3
Italy
Through Exploenergy, its Italian subsidiary, the Group obtained in 2025 two gas exploration licenses in
Northern Italy (Lombardia and Emilia Romagna regions).
The Po Valley is a proven gas basin. The exploration licenses are in close proximity to existing field discoveries.
The Group is conducting the analysis of historic seismic data and studies for preparing the exploration phase.
CADOGAN ENERGY SOLUTIONS PLC
Strategic Report
4
Strategic Report
The Strategic Report has been prepared in accordance with Section 414A of the Companies Act 2006 (the
“Act”) and presented hereunder. Its purpose is to inform stakeholders and help them assess how the
Directors have performed their legal duty under Section 172 of the Act to promote the success of the
Company.
Section 172 Statement
The Company’s section 172 statement is presented on page 37 and forms part of this strategic report.
Principal activity and status of the Company
The Company is registered as a public limited company (registration number 05718406) in England and
Wales. Up to 2025, the principal activity was oil and gas exploration, development and production. In
November 2022, the shareholders approved the change of name and the strategy to expand its activities
across the energy value chain with a focus on energy solutions and services with a reduced environmental
footprint. In December 2023, the Company stepped into the electricity generation sector by launching the
development of the gas-to-power project on Blazhiv field in Western Ukraine. Due to delays deriving from
administrative authorisations for permitting and connection to the grid, this project became operational in
February 2026. In 2024, the Company decided to accelerate its business diversification in the electricity sector
and launched new investments to develop a decentralised power generation infrastructure in Western
Ukraine with a total capacity of 12.3 MW which became operational in different steps, i.e. 4.6 MW were
operational end of January 2026, another 4.6 MW have become operational in April 2026. Whilst remaining
3.1 MW are undergoing final commissioning works prior to start. In 2025, its Italian subsidiary obtained two
gas exploration licenses in the Po Valley in Northern Italy.
The Company’s shares used to have a standard listing on the Official List of the UK Listing Authority and are
traded now on the “transition” Market of the London Stock Exchange after the changes in the listing
categories which occurred in July 2024.
Key performance indicators
In 2025, the Group continued to monitor its performance through five key performance indicators (“KPIs”):
- to increase oil, gas and condensate production measured on the number of barrels of oil
equivalent produced per day (“boepd”);
- to contain administrative expenses;
- to increase the Group’s basic earnings per share;
- to maintain no lost time incidents; and
- to grow geographically and operationally diversify the portfolio.
The Group’s performance in 2025 against these KPI’s is set out in the table below, together with the prior
year performance data.
Unit
2025
2024
2025 vs 2024
Average production (working interest basis)
1
boepd
322
353
(9%)
Overhead (G&A)
$ million
(4.0)
(3.5)
(11%)
Basic loss per share
2
cents
(0.5)
(2.6)
84%
Lost time incidents
3
incidents
-
-
-
Geographic and operation diversification
new assets
yes
-
-
1.
Average production is calculated as the average daily production during the year
2.
Basic profit/(loss) per ordinary share is calculated by dividing the net profit/(loss) for the year attributable to equity holders of
the parent company by the weighted average number of ordinary shares during the year
3.
Lost time incidents relate to the number of injuries where an employee/contractor is injured and has time off work (IOGP
classification)
CADOGAN ENERGY SOLUTIONS PLC
Chief Executive’s Review
5
During 2025, the war in Ukraine continued to shape the operating environment of our activities in the
Country. The Ukrainian’s energy infrastructure remained under repeated and severe attacks. The oil, gas
and electricity assets and facilities had to face high risks and overcome extraordinary challenges for one
additional year. In this context, Cadogan focused on safeguarding its local employees and assets and
ensuring the continuity of its existing operations whilst developing its new investments related to the gas-
to-power installation and the decentralised power generation infrastructure in Western Ukraine.
Against this challenging background, the Group has demonstrated its resilience and performance.
Cadogan’s existing operational activities performed as following:
• another year without LTIs;
• a 9% decrease in oil production, from 129,272 bbl in 2024 to 117,408 bbl in 2025;
• development of the gas-to-power project infrastructure;
• development of the decentralised power generation infrastructure;
• award, to Exploenergy, of two gas exploration licenses in Northern Italy; and
• excellent available cash position with $13.6 million at 31 December 2025.
The safety and well-being of our employees remained on the top of our priorities.
We are pleased to report that all our employees have remained safe throughout the year.
The crude oil production activities in Ukraine were operated under the best possible conditions given the
surrounding circumstances in the Country. Comprehensive hydrodynamic surveys were conducted for
refining reservoir management and supporting future field development decisions. These surveys,
together with several incidents of electricity outage have led to lower oil production volumes compared
to the ones of 2024. In 2025, the net oil production was 117,408 barrels, corresponding to an average
production rate of 322 barrels per day. This represents a 9% decrease in volume compared to the one of
the previous year.
As announced in 2024, and to provide sustainability to the existing oil production activities by having a
reduced environmental footprint, Cadogan developed its gas-to-power infrastructure at Blazhiv field.
Designed to capture the non-commercial associated gas and to utilise it for the production of electricity,
the installation has been commissioned end of 2025 and became operational in February 2026. The
electricity produced is sold to the grid operator generating incremental revenues and reducing
significantly the CO₂ emissions related to the activities at Blazhiv field.
In parallel, Cadogan launched new investments and developed a decentralised power generation
infrastructure in Western Ukraine with a total installed capacity of 12.3 MW. At the beginning of 2026,
Cadogan became an electricity producer with the start of operations of a first tranche of 4.6 MW end of
January 2026, and the 0.85 MW gas-to-power facility in February 2026. As of April 2026, additional 4.6
MW became operational. Remaining 3.1 MW are undergoing final commissioning works prior to start.
With this significant move in the diversification of its activities, Cadogan definitely shifted its business
model from an oil & gas company to a diversified multi-energy group.
CADOGAN ENERGY SOLUTIONS PLC
Chief Executive’s Review
6
In Italy, Cadogan, through its subsidiary Exploenergy, has obtained two gas exploration licenses in the Po
Valley in Northern Italy, in Lombardia and Emilia Romagna regions. The Po Valley is a proven gas basin,
and our exploration licenses are near existing field discoveries. Cadogan is presently conducting the
analysis of the historic seismic data and studies for preparing the exploration phase.
On the financial side, in 2025, Cadogan was successful in structuring the financing of its investment in the
power generation projects, obtaining in Ukraine, despite the local conditions, a loan facility of 5 million
euros with a five-year maturity backed by a UK bank guarantee.
In 2025, the high operational standards of the Group have been confirmed again by zero LTI or TRI, with
a total over 2,065,000 manhours since the last incident, and the re-validation of ISO 14001 & 45001
certifications by respective authorities for one year.
In January 2025, Cadogan cashed-in 10 million euros as provided in the Settlement Agreement signed with
Proger in December 2024. Then, as agreed, Cadogan exited from the Loan Agreement and the expired Call
Option Agreement signed in February 2019, ended all the litigations procedures, and dissolved the Pledge
Contract signed in March 2019.
This together with strict financial and operational disciplines, have allowed Cadogan to benefit from an
excellent available cash position of $13.6 million at 31 December 2025, and a total cash of $20.1 million
including the other financial assets, 85% of which is in the United Kingdom.
Cadogan continues to integrate environmental considerations into its operational approach. In 2025, the
Group purchased green certificates, ensuring that the electricity consumed for its operations in Ukraine
was entirely sourced from renewable energy.
Outlook
2025 has been a consolidation year for our new business model which is not any more focused on the oil
and gas sectors. Cadogan Energy Solutions is now a multi-energy group with a successful start of its new
activities in the electricity business.
We expect 2026 to be a year dedicated to growth in revenues from sustainable diversified cash-flow and
to a continued development of our strategy. Our goal is to pursue our investments across the energy value
chain with a focus on energy solutions and services with a reduced environmental footprint. Our Group
has demonstrated its capability to build a multi-energy business model with an efficient operational
platform, a lean organisation, a strong balance sheet, an excellent cash position, a strict financial discipline
and an effective risk management.
Cadogan is ready to accelerate its future development upon a strategic decision on its financial resources.
Our vision for Cadogan Energy Solutions is to become an investor and an operator in the energy transition
sector and accelerate our growth within the long-term strategy.
With the Board joining me, I would like to specifically thank all Cadogan’s employees for their commitment
and their dedication to our Company, to deliver our strategy and achieve our goal.
Fady Khallouf
Chief Executive Officer
17 April 2026
CADOGAN ENERGY SOLUTIONS PLC
Operations Review
7
Overview
At 31 December 2025, the Group held working interests in one conventional gas, condensate and oil
exploration and production license in Western Ukraine, and two gas exploration licenses in the Po Valley in
Northern Italy.
Summary of the Group’s licenses (as at 31 December 2025)
Working
interest (%)
License
Expiry
License type
100
90
90
Blazhiv
Corzano
Reno Centese
November 2039
*
*
Exploration and
Production
Exploration
Exploration
*requirements for presenting a project for drilling and an environmental impact evaluation within 4 years
Blazhiv gas and oil production license
In 2025, comprehensive hydrodynamic surveys were conducted on the Blazhiv-1, Blazhiv-3, Blazhiv-
Monastyrets-3 and Blazhiv-10 wells. These surveys form part of the Company’s regular efforts to ensure optimal
reservoir management. They were carried out to improve the understanding of reservoir behaviour, assess
wells’ performance and support the optimisation of production and future field development strategies.
The average daily net oil production reached 322 barrels per day. This represents a 9% decrease compared with
the 2024 production level of 353 barrels per day, primarily reflecting temporary production shutdowns required
to conduct the surveys, short-term interruptions related to equipment maintenance and disruptions in energy
supply.
Gas-to-power
The gas-to-power project at the Blazhiv field, aimed at utilising the non-commercial associated gas from oil
production and converting it into electricity for sale on the market, was fully commissioned end of 2025 and
became operational in February 2026.
Electricity generation
Cadogan has further expanded its electricity generation business as part of its strategy to diversify its
activities within the energy sector. During the year, the Group made substantial progress in the development
of a new decentralised power generation infrastructure, with a total capacity of 12.3 MW, across several
locations in Western Ukraine. 9.2 MW became operational within April 2026. Remaining 3.1 MW is
undergoing commissioning process prior to operational start.
CADOGAN ENERGY SOLUTIONS PLC
Financial review
8
Overview
In 2025, the Group’s oil production decreased by 9%. The operations in this segment delivered a positive
contribution of $1.2 million (2024: positive contribution of $4.1 million).
The average realised oil price significantly decreased from $71.13 to $46.75 per barrel.
The cash of the Group and an other financial asset of $6.5 million (£4.8 million), has increased to $20.1 million
as at 31 December 2025 compared to $14.4 million as at 31 December 2024.
The trading activity business disposed 0.8 mmc natural gas inventories at the peak of spot market prices.
Income statement
The Revenues from oil production decreased from $9.2 million in 2024 to $5.5 million in 2025. This is mainly
the combined effect of a decrease in oil average realised price by 34% and a decrease in crude oil production
volume by 9%. E&P costs of sales decreased to $4.3 million in 2025 from $5.0 million in 2024. These costs
include production royalties and taxes, fees paid for the rented wells, depreciations, depletion of producing
wells, direct staff costs and other costs for exploration and development. Overall, in 2025, E&P made a
positive contribution of $1.2 million (2024: $4.1 million) to gross profit.
Administrative expenses (“G&A”) continued to be under strict control.
Balance sheet
Intangible exploration and evaluation assets are represented by exploration assets in Italy ($0.5 million).
The Property Plant & Equipment (PP&E) balance was $13.0 million at 31 December 2025 (2024: $5.3 million).
It primarily represents the carrying value of the assets invested and engaged in relation with the Blazhiv license
($5.3 million), electricity generation facilities ($7.6 million), and other assets ($0.1 million). The PP&E are held
by Ukrainian subsidiaries with functional currency Ukrainian Hryvna. The Ukrainian Hryvna was devaluated by
1% as at 31 December 2025 compared to 31 December 2024, generating a movement in the PP&E value
presented in the US Dollar.
Trade and other receivables of $0.9 million (2024: $0.4 million) include $0.4 million of corporate income tax
prepayment, $0.3 million of recoverable VAT (2024: $0.07 million), which is expected to be recovered
through electricity generation activities, and $0.2 million (2024: $0.03 million) of other receivables.
Inventories decreased from $0.5 million to $0.2 million due to gas sales.
At the beginning of the reporting period, the Proger loan was held at amortised cost at $10.4 million
according to the Proger Settlement Agreement signed in December 2024. In January 2025, the Group
received the settlement payment for the total amount held on the balance sheet.
During the year, to support the execution of its capital investment program, the Group secured a five-year
loan facility for €5.0 million at floating interest rate (€STR for EUR plus 3.6% p.a.).
The $1.3 million of trade and other payables as at 31 December 2025 (2024: $1.7 million) consist of $0.4
million (2024: $0.8 million) of accrued expenses, $0.1 million of trade payables (2024: $0.1 million) and $0.8
million (2024: $0.7 million) of other payables.
Provisions include $0.3 million (2024: $0.2 million) of long-term and current provisions for decommissioning
costs which represent the present value of these costs that are expected to be incurred in 2039 for producing
assets, when the existing Blazhiv license will expire, and current provision for the decommissioning costs of
the Bitlyanska license.
Cash together with other financial assets position has increased to $20.1 million at 31 December 2025
compared to $14.4 million at 31 December 2024. Other financial assets at 31 December 2025 represent $6.5
million (£4.8 million) of cash held on deposit as a collateral for SBLC provided by UK Bank to Company’s
subsidiary.
CADOGAN ENERGY SOLUTIONS PLC
Financial review (continued)
9
Cash flow statement
The Consolidated Cash Flow Statement on page 77 shows operating cash outflow before movements in
working capital of $2.0 million (2024: inflow of $1.4 million), which represents mostly cash generated by the
E&P net of corporate expenses.
Related party transactions
Related party transactions are set out in note 31 to the Consolidated Financial Statements.
Treasury
The Group continually monitors its exposure to foreign exchange risk. It maintains, primarily in the United
Kingdom, a diversified portfolio of cash and cash equivalents denominated in Pound sterling (“GBP”), US
dollars (“USD”) and Euro. As at 31 December 2025, approximately 9% of the Group’s total cash balance was
held in Ukraine to support local operational liquidity requirements.
The Group’s production revenues from the sale of hydrocarbons in Ukraine are predominantly denominated
and settled in Ukrainian Hryvnia (“UAH”), being the functional currency of the Group’s Ukrainian subsidiaries.
Since the introduction of martial law in February 2022, the Group has been subject to foreign exchange
control measures imposed by the National Bank of Ukraine.
In January 2026, the National Bank of Ukraine announced a further phase of gradual currency liberalisation,
introducing targeted easing measures. These include expanded permissions for cross-border payments
related to external debt servicing, a broader scope for dividend repatriation subject to regulatory limits and
eligibility criteria, and certain easing on the use of foreign currency accounts by resident entities.
During the period, Ukrainian subsidiaries repatriated dividends to the parent company in the amount of $2
million in accordance with applicable regulatory approvals and limits. In addition, the Group executed
conversions of available cash into GBP, resulting in a realised foreign exchange gain of $1 million recognised
in the Group’s Consolidated Income Statement.
Notwithstanding these developments, material restrictions on the conversion of UAH into foreign currency
and on the unrestricted repatriation of capital remain in place. Accordingly, cash generated in Ukraine
continues to be largely retained in UAH within the country and may only be converted or up streamed to the
parent company in accordance with prevailing regulatory approvals, quantitative caps and procedural
requirements. The extent and timing of such repatriation remain uncertain and dependent on further
regulatory developments.
The Group actively manages this exposure by maintaining the major part of its cash (90% in 2026) in hard
currency liquidity outside Ukraine to meet its obligations at the Group level, while ensuring that Ukrainian
subsidiaries retain adequate working capital buffers. The Group continues to monitor developments in
Ukrainian monetary policy, including the pace of further liberalisation, and assesses the potential impact on
its liquidity, capital allocation and dividend planning.
CADOGAN ENERGY SOLUTIONS PLC
Risks and uncertainties
10
Risks and uncertainties
There are several potential risks and uncertainties that could have a material impact on the Group’s long-
term performance and could cause the results to differ materially from expected and historical results.
Executive management review the potential risks and then classify them as having a high impact if above $5
million, medium impact if above $1 million but below $5 million, and low impact if below $1 million. They
also assess the likelihood of these risks occurring. Risk mitigation factors are reviewed and documented
based on the level and likelihood of occurrence. The Audit Committee reviews the risk register and monitors
the implementation of risk mitigation procedures via Executive management, who are carrying out a robust
assessment of the principal risks facing the Group, including those potentially threatening its business model,
future performance, solvency and liquidity.
The Group has analysed the following categories as key risks:
Risk
Mitigation
War risks
Since Spring 2021, Russia has gradually
increased the concentration of military
equipment, weapons and troops near the
Ukrainian borders. On 24 February 2022, the
Russian troops attacked Ukraine and invaded
its territory. Severe fights have been engaged
in Kyiv, and several other main cities like
Kharkiv, Mariupol, Kherson, Sumy and
Chernihiv.
Missile attacks and bombing are used by the
Russian troops to destroy infrastructures and
facilities even in the western cities, like Lviv.
Cyber-attacks have increased. Given the
unpredictability of the issue of this war, a full-
scale invasion of Ukraine or a much longer
duration of this war could have material
impacts on the Group’s operations and on its
human, industrial and financial resources. In
2025, the situation remained highly
challenging with severe and repeated
bombing on the energy infrastructure and
facilities in the Country and potential further
escalation.
Anticipating the beginning of the war, the Group put in
place, since the beginning of February 2022, emergency
procedures communicated to all employees on the
different sites in Ukraine with an Emergency Committee
communicating every day. Safety measures have been
dispatched with a remote working organization. Specific
measures have been put in place for the operations on
site. In case of need, specific measures were put in place
to suspend the operations of the Blazhiv field wells, with
technical measures for decommissioning and temporary
conservation of the wells. The transmission and internet
connection systems have been secured with a satellite
connection. IT security has been reinforced. The Group is
monitoring the situation daily and taking appropriate
action to ensure the safety and the essential needs of its
employees. In 2025, Cadogan employees in Ukraine
continued to operate in the combined (remote/office)
work mode with the key focus on the safety measures.
Operational risks
Health, Safety and Environment (“HSE”)
The oil and gas industry by its nature conducts
activities, which can cause health, safety and
environmental incidents. Serious incidents
can have not only a financial impact but can
also damage the Group’s reputation and the
opportunity to undertake further projects.
The Group maintains a HSE management system in place
and demands that management, staff and contractors
adhere to it. The system ensures that the Group meets
Ukrainian legislative standards and, for the CO2 emissions
the British standards and achieves international
standards to the maximum extent possible.
Management systems and processes have been certified
as ISO 14001 and ISO 45001 compliant.
Climate change
After the Paris Agreement (COP 21) the
international community is committed to
reduce greenhouse gas emissions to slow
A moratorium on domestic production is deemed highly
unlikely in Ukraine given the country’s need for
affordable energy.
CADOGAN ENERGY SOLUTIONS PLC
Risks and uncertainties (continued)
11
down the climate change and contain its
effects. Countries may impose moratorium
on E&P activities or enact tight limits to
emissions level, which may curtail
production. Shareholders may also request
that the Company adopt stringent targets in
terms of emissions reduction.
The Group has adopted a strategy allowing to provide
sustainability for its existing oil production activities in
Ukraine and, to develop new activities along the energy
value chain with a lower impact on environment.
Management strives to reduce emissions in everything
the Group does and is implementing alternatives to offset
and/or mitigate emissions. In 2024, the Group purchased
green certificates, ensuring that the electricity consumed
for its operations and activities in Ukraine is entirely
sourced from renewable energy.
The Group has also developed its gas-to-power project on
its Blazhiv oil field in Ukraine. The installation is
operational since February 2026, producing electricity
sold to the grid operator. This project allows to capture
the non-commercial associated gas emissions during oil
production and use them to generate electricity sold on
the market. In addition to the incremental revenues
generated, the installation contributes to significantly
decrease Cadogan’s annual CO2 emissions related to its
oil production activities.
Furthermore, in 2024, the Group has accelerated its
development in the electricity market and has launched
investments for the development of a decentralised
power generation infrastructure with a total installed
capacity of 12.3 MW. 9.2 MW became operational within
April 2026. Remaining 3.1 MW is undergoing
commissioning process prior to operational start.
In the future, the Group will continue to diversify its
activities by investing in new energy solutions activities
with a reduced impact on environment.
Drilling and Work-Over operations
The technical difficulty of drilling or re-
entering wells in the Group’s locations and
equipment limitations can result in the
unsuccessful completion of the well.
The incorporation of detailed sub-surface analysis into a
robustly engineered well design and work programme,
with appropriate procurement procedures and
competent on-site management, aims to minimise risk.
Only certified personnel are hired to operate on the rig
floor. Contractor’s access to the operational sites is
allowed only after control of staff qualification and check-
up of appropriate technical condition of the equipment
and machinery.
Production and maintenance
There is a risk that production or
transportation facilities could fail due to non-
adequate maintenance, control or poor
performance of the Group’s suppliers.
All plants are operated and maintained at standards
above the Ukrainian minimum legal requirements.
Operative staff are experienced and receive
supplemental training to ensure that facilities are
properly operated and maintained. When not in use the
facilities are properly kept under conservation and
routinely monitored.
Service providers are rigorously reviewed at the tender
stage and are monitored during the contract period.
Sub-surface risks
CADOGAN ENERGY SOLUTIONS PLC
Risks and uncertainties (continued)
12
The success of the business relies on accurate
and detailed analysis of the sub-surface. This
can be impacted by poor quality data, either
historic or recently gathered, and limited
coverage. Certain information provided by
external sources may not be accurate.
All externally provided and historic data is rigorously
examined and discarded when appropriate. New data
acquisition is considered, and appropriate programmes
implemented, but historic data can be reviewed and
reprocessed to improve the overall knowledge base.
Agreements with qualified local and international
contractors have been entered into to supplement and
broaden the pool of expertise available to the Company.
Data can be misinterpreted leading to the
construction of inaccurate models and
subsequent plans.
All analytical outcomes are challenged internally and peer
reviewed. Analysis is performed using modern geological
software.
The area available for drilling operations is
limited due to logistics, infrastructures and
moratorium. This increases the risk for setting
optimum well coordinates.
Bottom hole locations are always checked for their
operational feasibility, well trajectory, rig type, and
verified on updated sub-surface models. They are
rejected if deemed to be too risky.
The Group may not be successful in proving
commercial production from its licenses and
consequently the carrying values of the
Group’s oil and gas assets may have to be
impaired.
The Group performs, on an annual basis, a review of its
oil and gas assets, impairs if necessary, and considers
whether to commission a review by a third party or a
Competent Person’s Report (“CPR”) from an independent
expert depending on the circumstances.
Financial risks
The Group is at risk from changes in the
economic environment both in Ukraine and
globally, which can cause foreign exchange
movements, changes in the rate of inflation
and interest rates and lead to credit risk in
relation to the Group’s key counterparties.
The martial law in Ukraine forbids the transfer
of cash outside of Ukraine. The cash held in
Ukraine must be held in the local currency
(Hryvna).
The decrease of the value of the Hryvna is a
major risk on the cash held by the Group in
Ukraine. Since the martial law in Ukraine,
there is an obligation to keep the cash held by
Cadogan in Ukraine in Hryvna with period
restrictions for transfers out of the country.
Revenues in Ukraine are received in hryvnia and
expenditure is made in Hryvnia.
The Group continues to hold most of its cash reserves in
the UK in GBP, Euro and USD. Cash reserves are placed
with leading financial institutions, which are approved by
the Audit Committee.
Only 9% of Group’s cash balances was held in Ukraine to
support operational liquidity.
The Group is at risk that counterparties will
default on their contractual obligations
resulting in a financial loss to the Group.
Procedures are in place to scrutinize new counterparties
via a Know Your Customer (“KYC”) process, which covers
their solvency. In addition, when trading gas, the Group
seeks to reduce the risk of customer non-performance by
limiting the title transfer to product until the payment is
received, prepaying only to known credible suppliers.
CADOGAN ENERGY SOLUTIONS PLC
Risks and uncertainties (continued)
13
The Group is at risk that fluctuations in gas
prices will have a negative result for the
trading operations resulting in a financial loss
to the Group.
The Group mostly enters back-to-back transactions
where the price is known at the time of committing to
purchase and sell the product. Sometimes the Group
takes exposure to open inventory positions when justified
by the market conditions in Ukraine, which is supported
by analysis of the specific transactions, market trends and
models of the gas prices and foreign exchange rate
trends. Since 2022, this activity has been significantly
reduced due to market high volatility. The activity is now
just focused on the gas sourcing for the proper needs of
the Group in the electricity generation business.
Country risks
Legislative changes may bring unexpected risk
and create delays in securing licenses or
ultimately prevent licenses and license
renewals /conversions from being secured.
Compliance procedures, monitoring and appropriate
dialogue with the relevant authorities are maintained to
minimise the risk. In all cases, deployment of capital in
Ukraine is limited and investments are kept at the level
required to fulfil license and regulatory obligations in the
areas where the Group operates
Other risks
The Group's success depends upon skilled
management as well as technical and
administrative staff. The loss of service of
critical members from the Group's team could
have an adverse effect on the business.
The Group periodically reviews the compensation and
contract terms of its staff in order to remain a competitive
employer in the markets where it operates.
The Group is at risk of underestimating the risk
and complexity associated with the entry into
new business and/or new countries.
The Group applies rigorous screening criteria to evaluate
potential investment opportunities. It also seeks input
from independent and qualified experts when deemed
necessary. Additionally, the required rate of return is
adjusted to the perceived level of risk.
Local communities and stakeholders may
cause delays to the project execution and
postpone activities.
The Group maintains a transparent and open dialogue
with authorities and stakeholders (i) to identify their
needs and propose solutions which address them as well
as (ii) to illustrate the activities which it intends to
conduct and the measures to mitigate their impact. Local
needs and protection of the environment are always
taken into consideration when designing mitigation
measures, which may go beyond the legislative minimum
requirement.
The Group devotes the highest level of attention and
engage qualified consultants to prepare the
Environmental Impact Assessment studies and to attend
public hearings.
CADOGAN ENERGY SOLUTIONS PLC
Statement of Reserves and Resources
14
In 2024, the company conducted routine rig-less production support activities at the Blazhiv-1, Blazhiv-3 and
Blazhiv-Monastyrets-3 and Blazhiv-10 wells to maintain sustainable production using sucker rod pumping
systems.
Summary of Reserves at Blazhiv field
1
at 31 December 2025
Mmboe
Proved, Probable and Possible Reserves at 1 January 2025
2.92
1
Production
0.12
Proved, Probable and Possible Reserves at 31 December 2025
2.80
1 Based on the study of February 2024 established by Brend Vik LTD LLC.
In addition to the tabled reserves, Cadogan has 0.64 million boe of 2C contingent resources associated with
the Blazhiv license.
CADOGAN ENERGY SOLUTIONS PLC
Corporate Responsibility
15
Under Section 414C of the Companies Act 2006 (the “Act”), the Board is required to disclose information
about environmental matters, employees, human rights and community issues, including information about
any policies it has in relation to these matters and the effectiveness of these policies.
Being sustainable in our activities means conducting our business with respect for the environment and for
the communities hosting us, with the aim of increasing the benefit and value to our stakeholders. We
recognise that this is a key element to be competitive and to maintain our license to operate.
The Board recognises that the protection of the health and safety of its employees, the communities, and
the environment in which it operates is not just an obligation but is part of the personal ethics and beliefs of
management and staff. These are the key drivers for a sustainable development of the Company’s activity.
Cadogan Energy Solutions, its management and employees are committed to continuously improve Health,
Safety and Environment (HSE) performance; follow our Code of Ethics and apply, in conducting our
operations, internationally recognised best practices and standards.
Our activities are carried out in accordance with a policy manual, endorsed by the Board, which has been
disseminated to all staff. The manual includes a “Working with Integrity” policy and policies on “business
conduct and ethics”, “anti-bribery”, “acceptance of gifts and hospitality” and “whistleblowing”. Such policies
are subject to regular review.
In August 2018, Cadogan Ukraine LLC obtained ISO 14001 and ISO 45001 certifications for the following
scope: “Supervision, coordination, management support, control in the field of oil and gas onshore
exploration and production”. This provides formal recognition of the process embedded in the Company and
demonstrates the commitment and efforts delivered by our employees and management. It is considered a
baseline to continue with the efforts to improve the way we conduct the business. These certifications have
been renewed every year since then.
The Board believes that health and safety procedures, and training across the Group should be in line with
best practice in the oil and gas sector. Accordingly, it has set up a committee to review and agree on the
health and safety initiatives for the Company and to report back to the Board on the progress of these
initiatives. Management regularly reports to the Board on HSE and key safety and environmental issues,
which are discussed at the Executive Management level. The report of the Health, Safety and Environment
Committee can be found on page 40 to 41.
The CEO of Cadogan is presently the Chairman of the HSE Committee with the General Director of Cadogan
Ukraine as Deputy Chairman. They are supported in this role by Cadogan Ukraine’s HSE Manager. In
accordance with the ISO 14001 and ISO 45001, his role is to ensure that the Group continuously develops
suitable procedures, that operational management and their teams incorporate them into daily operations
and that the HSE management has the necessary level of autonomy and authority to discharge their duties
effectively and efficiently.
Health, safety and environment
2025 remained extremely challenging due to the Russian invasion of Ukraine and the resulting subsequent
war. Since February 2022, Cadogan has been applying measures to mitigate the risks of personnel injuries
and loss of well control. Kiev office personnel have been working in the combined office-remote work regime
with precise execution of air alert safety requirements, on-field staff as well as all offices have been equipped
with satellite means of communication, established internal emergency committee that coordinated the
work and liaising with company management of the daily basis. No employees have been serving in the army
during 2025.
The Group has implemented an integrated HSE management system in accordance with the ISO
requirements. The system aims to ensure that a safe and environmentally friendly/protection culture is
embedded in the organization with a focus on the local community involvement. The HSE management
system ensures that both Ukrainian and international standards are met, with the Ukrainian HSE legislation
requirements taken as an absolute minimum. All the Group’s local operating companies actively participate
CADOGAN ENERGY SOLUTIONS PLC
Corporate Responsibility
16
in the process. ISO 14001 and ISO 45001 certification were re-validated by the respective authority in August
2025 for a new term.
A proactive approach based on a detailed induction process and near miss reporting has been in place
throughout 2025 to prevent incidents. Staff training on HSE matters and discussions on near miss reporting
are recognised as the key factors to continuously improve. In-house training is provided to help staff meet
international standards and follow best practice. The process enacted by the certification, enhances
attention to training on risk assessments, emergency response, incident prevention, reporting and
investigation, as well as emergency drills regularly run-on operations’ sites and offices. This process is
essential to ensure that international best practices and standards are maintained to comply with, or exceed,
those required by Ukrainian legislation, and to promote continuous improvement.
The Board monitors the main Key Performance Indicators (lost time incidents, mileage driven, training
received, CO2 emissions) as business parameters. The Board has benchmarked safety performance against
the HSE performance index measured and published annually by the International Association of Oil and Gas
Producers. In 2025, the Group recorded over 190,000 man-hours worked with no incidents and over
2,065,000 hours have been worked since the last injury in February 2016.
During 2025, the Group continued to monitor its greenhouse gas emissions and collect statistical data relating
to the consumption of electricity, industrial water and fuel consumption by cars, plants, and other work sites,
recording a continuous improvement in the efficient use of resources.
Employees
Wellness and professional development are part of the Company’s sustainable development policy and
wherever possible, local staff are recruited. The Group’s activity in Ukraine is managed by local staff. Qualified
local contractors are engaged to supplement the required expertise when and to the extent it is necessary.
Procedures are in place to ensure that recruitment is undertaken on an efficient, open, transparent, and fair
basis with no discrimination against applicants. Each operating company has its own Human Resources
function to ensure that the Group’s employment policies are properly implemented and followed. The
Group’s Human Resources policy covers key areas such as equal opportunities, wages, overtime and non-
discrimination. As required by Ukrainian legislation, Collective Agreements are in place with the Group’s
Ukrainian subsidiary companies, which outline agreed level of staff benefits and other safeguards for
employees.
All staff are aware of the Group’s grievance procedures. All employees have access to health insurance
provided by the Group to ensure that all employees have access to adequate medical facilities.
Each employee’s training needs are assessed on an individual basis to ensure that the skills are adequate to
support the Group’s operations, and to help them to develop.
Diversity
The Board recognises the benefits and importance of diversity (gender, ethnic, age, sex, disability,
educational and professional backgrounds, etc.) and strives to apply diversity values across the business. We
endeavour to employ a skilled workforce that reflects the demographic of the jurisdictions in which we
operate. The board review the existing policies on a regular basis and intends to develop a diversity policy.
The Board of Directors acknowledges the significance of diversity in decision-making and the overall success
of the company. As such, the company actively collects data on the various dimensions of diversity
mentioned, including but not limited to gender, ethnicity, age, and professional backgrounds. This data is
gathered through internal surveys, recruitment processes, and employee feedback mechanisms to ensure a
diverse and inclusive workplace.
CADOGAN ENERGY SOLUTIONS PLC
Corporate Responsibility
17
Board diversity
Since June 2024 the Board consisted of five male and one female director of four different nationalities and
resident in five different jurisdictions.
The Board recognises that gender is only one aspect of diversity, and there are many other attributes and
experiences that can improve the Board’s ability to act effectively. Our policy is to search for the highest
quality people with the most appropriate experience for the requirements of the business, be they men or
women.
Gender diversity
The Board of Directors of the Company comprised of six Directors as of 31 December 2025.
As at the date of this report, the Company does not meet the FCA's recommended target of at least 40%
women on the board. The current board comprises six directors, of whom one is a woman, representing less
than 20% female representation.
As a smaller company with and a correspondingly lean governance structure, the board has historically
prioritised experience directly aligned with the Company's market and operational requirements.
We recognise the importance of gender diversity in contributing to a broad range of perspectives and
effective decision-making. While we currently do not meet the 40% threshold, we are committed to
improving diversity across the organisation. Gender diversity has always been included as a consideration
within our board succession planning framework and reviewed by the Nomination Committee as and when
new directors are appointed to the Board.
The appointment of any new Director is made based on merit. See pages 24 and 25 for more information on
the composition of the Board.
As at 31 December 2025, the Company comprised a total of 77 persons, as follows:
Male
Female
Non-executive directors
4
1
Executive director
1
-
Management, other than Executive directors
6
3
Other employees
45
17
Total
56
21
Human rights
Cadogan’s commitment to the fundamental principles of human rights is embedded in our HSE policies and
throughout our business processes. We promote the core principles of human rights pronounced in the UN
Universal Declaration of Human Rights and our support for these principles is embedded throughout our
Code of Conduct, our employment practices and our relationships with suppliers and partners wherever we
do business.
Community
The Group’s operational activities in 2025 were carried out in rural areas of Ukraine and the Board is aware
of its responsibilities to the local communities in which it operates and from which some of the employees
are recruited. On our operational sites, management work with the local councils to ensure that the impact
of operations is as low as practicable by putting in place measures to mitigate their effect. Projects
undertaken include improvement of the road infrastructure in the area, which provides easier access to the
operational sites while at the same time minimizing inconvenience for the local population and allowing
improved road communications in the local communities, especially during winter season or harsh weather
conditions. Specific community activities are undertaken for the direct benefit of local communities. All
activities are followed and supervised by managers who are given specific responsibility for such tasks.
CADOGAN ENERGY SOLUTIONS PLC
Corporate Responsibility
18
The Group’s companies in Ukraine see themselves as part of the community and are involved and offer
practical help and support. All these activities are run in accordance with our “Working with Integrity” policy
and procedures. The recruitment of local staff generates additional income for areas that otherwise are
predominantly dependent on the agricultural sector.
The enactment in 2018 of a new legislation which introduces Environmental Impact Assessment studies and
public hearings as part of the license’s award/renewal processes was anticipated effectively by the Group.
The Group is complying with these requirements, building on the recognised competence of its people and
advisors as well as on the good communication and relations established with local communities.
Cadogan is committed to the territory and the communities where it operates and has fully financed social
programs commitment for 2025 as per signed Memorandum between the Company, Lviv Regional
Administration and local communities in 2019.
Approval
The Strategic Report was approved by the Board of Directors on 17 April 2026 and signed by order of the
Board by:
Ben Harber
Company Secretary
17 April 2026
CADOGAN ENERGY SOLUTIONS PLC
Task Force on Climate-Related Financial Disclosures
19
Task force on climate-related financial disclosures (‘TCFD’)
Climate change remains one of the Group’s principal risks with governance over climate-related transition and
physical risks provided at the Board and operational levels. The Board of Directors recognizes the awareness of
Climate Change and the absolute need to understand its potential impacts on the oil and gas industry through
relevant disclosures as recommended by the Task Force on Climate-related Financial Disclosures (TCFD) and
those required by the Companies Act. The Group has complied with these requirements and has qualified and
quantified the risks and the opportunities within its strategy.
The Board has ultimate accountability for ensuring Cadogan maintains sound climate risk management and
internal control systems. The Board is ultimately accountable for Cadogan’s strategic response to climate
change and the energy transition. Directors are responsible for ensuring they remain sufficiently informed of
climate related risks to Cadogan and the broader energy sector. In November 2022, the Group has initiated this
transformation to achieve sustainability of its historic activities and adopted a new name “Cadogan Energy
Solutions” to reflect its ambition of being a more diversified energy operator. In 2023, the Group reviewed its
vision and strategy for its future business, and subsequently its administrative and operational process to
identify the areas of further improvement in the limitation of its environmental impact for the existing
activities and the development of new ones with a lower impact on environment. The Group decided to
minimize the CO2 emissions deriving from its oil production activities by investing in decarbonation project.
TCFD related disclosures
TCFD Disclosure Requirement
Cadogan Energy Solutions Disclosure
Additional
information
Governance
The Board’s oversight of
climate-related risks and
opportunities.
The Board of Directors is dedicated to achieving sustainability of
historic activities in oil and gas, and diversification in new activities
along the value chain with a lower impact on environment as part
of the Energy Transition framework. The Board takes full
responsibility for the governance of climate-related risks and
opportunities. The Group reviews environmental and climate risk
factors quarterly. A dedicated Climate Task Force monitors key
climate metrics and ESG reporting.
p.11-14
Management’s role in
assessing and managing
climate-related risks and
opportunities.
Management, led by the CEO, is responsible for executing the
climate strategy and ensuring compliance with climate regulations.
The CEO has wide expertise in Environment and Energy Transition.
He has led the activities of international groups acting in the
environment, the energy, and particularly the renewable energy
industries.
Through a combination of executive management, operations
management, HSE management, and financial reporting, the
Group regularly reviews its performance and the Group’s risks.
p.42-43
Strategy
The climate-related risks and
opportunities the
organisation has identified
over the short, medium, and
long term.
Key risks include landslides, floods, infrastructure instability,
additional costs related to CO2 emissions and financial non
sustainability. Till 2023, the Group was focused on activities in the
oil and gas industry. However, as climate change becomes
increasingly important globally, we consider these activities alone
to be unsustainable in the long term. On the short term, the existing
p.4-10
p.24
CADOGAN ENERGY SOLUTIONS PLC
Task Force on Climate-Related Financial Disclosures
20
operations in oil and gas are in Ukraine. A moratorium on domestic
production is deemed highly unlikely given the country’s need for
affordable energy. However, to be able to ensure the sustainability
of its historic activities in the oil and gas, to allow the continuous
generation of cash-flow to finance its transformation in the Energy
Transition framework, in 2023, the Group adopted the strategy
based on decarbonation of these activities. Opportunities include
capturing methane and investing in technologies for an effective
use of this methane.
An investment has been launched for collecting the non-
commercial gas generated on Blazhiv field and using it to produce
electricity. This gas-to-power project became operational in
February 2026. It is expected it will reduce significantly the CO2
emissions related to the oil production activities. Furthermore, in
2024, the Group adopted the strategy based on diversifying its
activities by entering in the electricity generation industry. The
decentralised power generation infrastructure with total capacity
of 12.3 MW was developed in 2025. 9.2 MW became operational
within April 2026. Remaining 3.1 MW is undergoing commissioning
process prior to operational start. This business model will allow a
smooth transition to a reduced environmental footprint and
provides remedies to the potential climate-related transition risks.
The impact of climate-related
risks and opportunities on the
organisation’s businesses,
strategy, and financial
planning.
Cadogan Energy Solutions PLC acknowledges the evolving nature of
climate-related risks and opportunities and the importance of
robust scenario analysis. While this disclosure provides a
preliminary assessment of potential impacts, we recognise the
need for a more granular and data-driven evaluation. Accordingly,
we are committed to undertaking a more in-depth assessment of
the financial implications of climate-related risks and opportunities
across our operations and strategy. We aim to enhance the level of
detail and comprehensiveness in our next reporting cycle, in line
with best practice and stakeholder expectations.
p. 4-10
p.11-14
p.24
The resilience of the
organization’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C or lower
scenario.
Under a 1.5°C scenario, oil demand may drop 30–40% by 2040.
As at 31 December 2025, the Group held working interest in one
conventional gas, condensate and oil exploration and production
license in Western Ukraine (Blazhiv field), two gas exploration
licenses in Northern Italy, a gas-to-power infrastructure on Blazhiv
field and a decentralised power generation infrastructure with a
total capacity of 12.3 MW. The strategy adopted by the Group for
the sustainability of its activities, through investment in
decarbonation, allow keeping the resilience of these activities
under the different scenarios.
Cadogan Energy Solutions PLC recognises the importance of testing
the resilience of its business strategy under various climate
scenarios, including a 2°C or lower pathway. While this disclosure
outlines preliminary qualitative scenario analysis, we are
committed to developing a more detailed and quantitative
assessment of climate-related scenario resilience. In the coming
reporting cycle, we aim to enhance the depth of our scenario
CADOGAN ENERGY SOLUTIONS PLC
Task Force on Climate-Related Financial Disclosures
21
modelling, covering both transition and physical risks, and to refine
our strategic responses accordingly.
The Company has not updated its climate-related scenario analysis
during the current reporting period. This reflects the fact that the
underlying business model and operational footprint have not
materially changed compared to the prior year, as the gas-to-
power assets have not yet become operational.
Risk management
Company’s processes for
identifying and assessing
climate-related risks
Climate risks are embedded in the ERM framework and assessed
at each operational site, especially in high-altitude areas.
p.11-14
Company’s processes for
managing climate-related
risks.
Emergency response plans and infrastructure reinforcements are
in place to mitigate physical risks.
p.42-43
Processes for identifying,
assessing, and managing
climate-related risks are
integrated into the
organisation’s overall risk
management.
All climate risks are integrated into Cadogan’s enterprise risk
management system.
The principal climate-related
risks and opportunities arising
in connection with the
company’s operations, the
time periods over which these
are assessed, and the actual
and potential impacts on the
company’s business model
and strategy.
Principal risks include physical risks such as landslides, floods,
forest fire and temperature variability that may disrupt
operations, and transition risks such as regulatory changes and
carbon pricing. Opportunities include emissions reduction, energy
efficiency, and potential access to green finance. Risks and
opportunities are assessed over short-term (1–3 years), medium-
term (3–10 years), and long-term (10+ years) horizons. These
factors influence Cadogan’s infrastructure planning, investment
decisions, and market positioning strategy.
p.24
Metrics and targets
Metrics used by the
organisation to assess
climate-related risks and
opportunities, in line with its
strategy and risk management
process.
Cadogan tracks GHG emissions (Scope 1, 2, and where relevant
Scope 3), carbon intensity, and climate risk indicators like landslide
etc. In order to express the GHG emissions in relation to a
quantifiable factor associated with the Company's activities,
wellhead production of crude oil and natural gas has been chosen
as the normalisation factor for calculating the intensity ratio. This
will allow comparison of the Company’s performance over time, as
well as with other companies in the Company’s peer group.
p.31-32
Targets used by the
organisation to manage
climate-related risks,
opportunities, and
performances against targets.
Cadogan has set a target to reduce Scope 1 and Scope 2 GHG
emissions by 25% by 2030 compared to 2020 levels. Performance
is tracked annually using key performance indicators (KPIs) such as:
- Total tonnes of CO₂e emissions (Scopes 1 and 2)
- Carbon intensity: tonnes CO₂e per barrel of oil equivalent (boe)
produced
- Energy efficiency ratio: energy consumption per boe
KPI calculations are based on internationally accepted
methodologies. The Greenhouse Gases Inventory considers the
effects of the six types of greenhouse gases (GHG), identified by the
p.42-43
CADOGAN ENERGY SOLUTIONS PLC
Task Force on Climate-Related Financial Disclosures
22
Kyoto Protocol: carbon dioxide (CO2), methane (CH4), nitrous
oxide (N2O), hydrofluorocarbons (HFCs), sulphur hexafluoride
(SF6) and perfluorocarbons (PFCs). The unit with which the result
of a carbon footprint study is expressed, is the CO2 equivalent,
which allows to compare the effects of different gases, which can
have different persistency in the atmosphere. The normalisation
occurs through a specific index called Global Warming Potential
(GWP), which varies according to the considered time span. Data
collection and calculation of GHG emissions deriving from the
activities of Cadogan are performed according to the guidelines and
international standards.
Progress toward targets is monitored internally and reported by
HSE committee on a regular basis.
In 2024, Cadogan has developed its gas-to-power project on its
Blazhiv oil field in Ukraine. The aim of this project is to capture the
gas emissions during oil production and use them to generate
electricity to be sold on the market. This project, operational in
2026, will allow to decrease significantly Cadogan’s annual
emissions related to the oil production activities with the intensity
ratio emission to drop from 142 to 31 tons of CO2 e/Kboe on an
annual basis. Furthermore, in 2025 the Group was able to buy
green certificates to mitigate the CO2 emissions generated by its
operational activities.
Governance
As a company, we acknowledge the increasing significance of comprehending the effects of climate change on
our operating environment and its potential implications for our business. We view this as a chance to expand
upon our existing efforts in this area, enhance the quality of our disclosures, and offer clear transparency, while
continuing our TCFD reporting roadmap.
The Board recognizes the societal and investor focus on climate change and especially the potential impacts of
the oil and gas activities which constitute the historic activities of Cadogan before the launch of its
diversification activities. The climate-related risks and opportunities are at the center of Cadogan’s strategy. In
2023, the Board adopted the current strategy aiming to limit the impact of its oil production activities and to
mitigate the remaining ones. The Board takes full responsibility for the governance of climate-related risks and
opportunities. The CEO manages climate-related risks and opportunities. Through a combination of
management governance and reporting, regular reviews of the Group performance and the strategy
implementation are conducted, mitigation actions are developed where required in order to support the
Group’s initiatives to limit CO2 emissions and other impacts on the environment.
Strategy
In 2024, the Group invested in the infrastructure to collect the non-commercial gas produced on Blazhiv field,
previously released in the atmosphere and the generator to use them to produce electricity. Furthermore, the
Group bought green certificates to mitigate the impact of CO2 emissions related to its operational activities.
With the continuous improvement of operational margin in these activities, together with the additional
financial margin which will be generated by the gas-to-power project, Cadogan will be able to buy green
certificates on a regular basis to mitigate the impact of the CO2 emissions generated by its operational activities.
In 2025, the Group accelerated the transformation of its business model towards activities with a lower impact
on environment. Investments were launched for the development of a decentralized power generation
CADOGAN ENERGY SOLUTIONS PLC
Task Force on Climate-Related Financial Disclosures
23
infrastructure which became operational in different tranches in 2026. The Group’s business model is not
anymore focused on oil production as it is now a multi-energy business model.
Risk Management
The Group maintains a HSE management system in place and demands that management, staff and
contractors adhere to it. The system ensures that the Group meets Ukrainian legislative standards and for
the CO2 emissions the British standards and achieves international standards to the maximum extent
possible. Daily parameters outcome on an operational control basis. These are monitored, reviewed and
reported to the HSE manager and to the management on a regular basis. Corrective actions are implemented
when necessary.
Detailed Breakdown of Climate-related Risks and Opportunities:
Risk description
Timeframe
Potential
Consequences
Business
Response
Mitigations / Actions
Physical Risk
Landslides disrupting
production sites
Short to
Medium
Term
Operational
downtime, safety
risks, equipment
damage
Infrastructure
resilience
strategy
Geotechnical
monitoring, site
hardening, early
warning systems
Flooding due to
changing precipitation
patterns
Medium to
Long Term
Asset damage,
production halts,
regulatory fines
Flood risk
modelling and
preparedness
planning
Drainage upgrades,
seasonal operations
scheduling, flood
insurance
Transition Risk
Regulatory changes such
as new carbon pricing
mechanisms
Medium
Term
Increased
operational costs,
margin pressure
Regulatory
tracking and
cost modelling
Carbon efficiency
projects: the gas-to-
power investment
implementation
Market shift towards
renewables reducing oil
demand
Long Term
Revenue decline,
asset stranding
Strategic
diversification
Investment in
renewables, offsetting,
portfolio transition
Opportunity
Methane capture and
utilisation technologies
Short Term
Revenue
generation,
reduced GHG
footprint
Technology
partnerships
and feasibility
studies
The gas-to-power
investment
implementation
Increased demand for
low-carbon energy in
Europe
Medium to
Long Term
Market expansion,
new revenue
streams
New
opportunity
investment
road-mapping
Feasibility studies into
low-carbon technologies
and green technologies.
Metrics and targets
The principal methodology used to calculate the emissions is drawn from the ‘Environmental Reporting
Guidelines: including mandatory greenhouse gas emissions reporting guidance (June 2013)’, issued by the
Department for Environment, Food and Rural Affairs (“DEFRA”) and DEFRA GHG conversion factors for
company reporting were utilised to calculate the CO2 equivalent of emissions from various sources (2024
update). Also, the used methodology was also updated based on methods proposed by DNV GL and in of GHG
emissions Inventory referring to the following guidelines and international standards.
The gas-to-power investment will allow a significant drop in the intensity ratio from 142 to 31 for the existing
oil production activities on a full year basis.
CADOGAN ENERGY SOLUTIONS PLC
Board of Directors
24
Directors
Fady Khallouf, 65, French
Chief Executive Officer
Fady Khallouf was appointed as Director and CEO on 15 November 2019. He has more than 35 years of
experience in the energy, the environment, the engineering, and the infrastructure sectors. He has previously
held simultaneously the position of CEO and CFO of FUTUREN (Renewable Energy, listed on Euronext Paris)
where he achieved the restructuring and the turnaround of the group. Prior to that, he was the CEO of
Tecnimont group (Petrochemicals and Oil & Gas), the Vice-President Strategy and Development of EDISON
(Electricity and Gas, Italy)), the Head of M&A of EDF group (Energy). Fady Khallouf had beforehand held various
management positions at ENGIE (Energy), Suez (Environmental Services), and DUMEZ (Construction and
Infrastructures).
Thibaut de Gaudemar, 65, French
Chairman and Independent Non-Executive Director
Thibaut de Gaudemar has more than 35 years of experience in investment banking working for prominent
international financial institutions in London. His last position was Vice Chairman of Capital Markets for EMEA
at Credit-Suisse. He previously co-managed the Global Markets Solution Group, which encompassed Equity
Capital Markets, Debt Capital Markets, Leveraged Finance and Derivatives. He was a member of the Global and
the European Investment Banking Committees. Prior to joining Credit-Suisse in 2005, he was a Managing
Director at Deutsche Bank and Bankers Trust in charge of the Strategic Equity Derivative Business in Europe.
Mr de Gaudemar is currently Chairman of the Board and a member of the Audit, Remuneration and Nomination
Committees.
Michel Meeus, 73, Belgian
Non-Independent Non-Executive Interim Chairman
Michel Meeus was appointed as a Non-executive Director on 23 June 2014. Mr. Meeus was former Chairman
of the Board of Directors of Theolia, an independent international developer and operator of wind energy
projects. Since 2007, he has been a director within the Alcogroup SA Company (which gathers the ethanol
production units of the Group). Before joining Alcogroup, Michel Meeus carved out a career in the financial
sector, at Chase Manhattan Bank in Brussels and London, then at Security Pacific Bank in London, then finally
at Electra Kingsway Private Equity in London.
Mr Meeus is currently Chairman of the Remuneration and Nomination Committees.
Lilia Jolibois, 61, American
Independent Non-Executive Director
Lilia Jolibois was appointed as Director on 15 November 2019. She is currently a member of three Boards:
Cadogan Energy Solutions Plc, INSEAD Foundation, and Tremau SA. She is also a Venture and CEO Advisor at
Loyal Venture Capital, a global VC fund. Her career spans Merrill Lynch Investment Banking, Sara Lee, and
Lafarge in the USA and Europe. At Lafarge Group, Ms. Jolibois served in numerous positions in finance, strategy,
business development, CEO and Chair of the Board for Lafarge Cement and Gypsum in Ukraine, and SVP and
Chief Marketing-Sales-Supply Chain Officer for Lafarge Aggregates, Asphalt & Paving.
Mrs Jolibois is currently Chairman of the Company’s Audit Committee and a member of the Remuneration
and Nomination Committees.
CADOGAN ENERGY SOLUTIONS PLC
Board of Directors (continued)
25
Charles Mack, 65, British
Independent Non-Executive Director
Charles Mack is both an advocate and a certified insolvency practitioner focused on cross-border restructuring
cases. He has been appointed as Managing Director/CRO and Board Member in several national/international
medium size as well as large companies. He is a member of the bar in both Munich and Padova and a Registered
European Lawyer at the Bar of England & Wales. Charles has been with Studio Legale Trabucchi since he passed
his law examinations and a partner since 2000. In December 2025, he joined Baker Tilly Germany as an of
councel advocate and has been appointed as Senior Consultant with Bronzewood Capital (Private Equity) in
London. He is currently a member of the board of TMA Europe and a former president of Insol Europe.
Mr Mack is currently a member of the Audit, Remuneration and Nomination Committees.
Gilbert Lehmann, 80, French
Senior Independent Non-Executive Director
Gilbert Lehmann was appointed to the Board on 18 November 2011. He was an adviser to the Executive
Board of Areva, the French nuclear energy business, having previously been its Deputy Chief Executive Officer
responsible for finance. He is also a former Chief Financial Officer and deputy CEO of Framatone, the
predecessor to Areva, and was CFO of Sogee, part of the Rothschild Group. Mr Lehmann was also Deputy
Chairman and Chairman of the Audit Committee of Eramet, the French minerals and alloy business. He is
Deputy Chairman and Audit Committee Chairman of Assystem SA, the French engineering and innovation
consultancy. He was Chairman of ST Microelectronics NV, one of the world’s largest semiconductor
companies, from 2007 to 2009, and stepped down as Vice Chairman in 2011.
Mr Lehmann is currently a member of the Remuneration and Nomination Committees.
CADOGAN ENERGY SOLUTIONS PLC
Report of the Directors
26
Directors
The Directors in office during the year and to the date of this report are as shown below:
Non-Executive Directors Executive Director
Thibaut de Gaudemar (Chairman from November 2025) Fady Khallouf
Michel Meeus (Chairman until October 2025)
Gilbert Lehmann
Lilia Jolibois
Charles Mack
Directors’ re-election
The Board has decided previously that all Directors are subject to annual election by shareholders, in
accordance with industry best practice and as such, all Directors will be seeking re-election at the Annual
General Meeting to be held in June 2026.
The biographies of the Directors in office at the date of this report are shown on pages 24 and 25.
Appointment and replacement of Directors
The Company’s Articles of Association allow the Board to appoint any individual willing to act as a director either
to fill a vacancy or act as an additional Director. The appointee may hold office only until the next annual general
meeting of the Company whereupon his or her election will be proposed to the shareholders.
The Company’s Articles of Association prescribe that there shall be no fewer than three Directors and no more
than fifteen.
Directors’ interests in shares
The beneficial interests of the Directors in office at 31 December 2025 and their connected persons in the
Ordinary shares of the Company at 31 December 2025 are set out below.
Director
Number of
Shares
Michel Meeus
15,823,000
Fady Khallouf
24,454,105
Gilbert Lehmann
-
Lilia Jolibois
Charles Mack
Thibaut de Gaudemar
-
-
-
Conflicts of Interest
The Company has procedures in place for managing conflicts of interest. Should a director become aware that
they, or any of their connected parties, have an interest in an existing or proposed transaction with the
Company, its subsidiaries or any matters to be discussed at meetings, they are required to formally notify the
Board in writing or at the next Board meeting. In accordance with the Companies Act 2006 and the Company’s
Articles of Association, the Board may authorize any potential or actual conflict of interest that may otherwise
involve any of the directors breaching his or her duty to avoid conflicts of interest. All potential and actual
conflicts approved by the Board are recorded in register of conflicts, which is reviewed by the Board at each
Board meeting.
CADOGAN ENERGY SOLUTIONS PLC
Report of the Directors (continued)
27
Directors’ indemnities and insurance
The Company’s Articles of Association provide that, subject to the provisions of the Companies Act 2006, all
Directors of the Company are indemnified by the Company in respect of any liability incurred in connection with
their duties, powers or office. Save for such indemnity provisions, there are no qualifying third-party indemnity
provisions. In addition, the Company continues to maintain Directors’ and Officers’ Liability Insurance for all
Directors who served during the year.
Powers of Directors
The Directors are responsible for the management of the business and may exercise all powers of the Company
subject to UK legislation and the Company’s Articles of Association, which includes powers to issue or buy back
the Company’s shares given by special resolution.
Dividends
The Directors do not recommend payment of a dividend for the year ended 31 December 2025 (2024: nil).
Principal activity and status
The Company is registered as a public limited company (registration number 05718406) in England and Wales.
The principal activity and business of the Company is oil and gas exploration, development and production,
power generation.
Subsequent events
The new decentralised power generation infrastructure became operational. 9.2 MW became operational
within April 2026. Remaining 3.1 MW is undergoing commissioning process prior to operational start.
The gas-to-power infrastructure, utilizing the non-commercial associated gas from the oil production
activities, became operational in February 2026.
Structure of share capital
The authorised share capital of the Company is currently £30,000,000 divided into 1,000,000,000 Ordinary
shares of 3 pence each. The number of shares in issue as at 31 December 2025 was 251,128,487 Ordinary shares
(each with one vote) with a nominal value of £7,533,854.61. The total number of voting rights in the Company
is 251,128,421. The Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 allow
companies to hold shares in treasury rather than cancel them. Following the consolidation of the issued capital
of the Company on 10 June 2008, there were 66 residual Ordinary shares, which were transferred to treasury.
No dividends may be paid on shares whilst held in treasury and no voting rights attached to shares held in
treasury. After the issue of 7,000,000 new ordinary shares in February 2025, the number of shares is now
251,128,487 ordinary shares. The total number of voting rights is now 251,128,421.
Rights and obligations of Ordinary shares
In accordance with applicable laws and the Company’s Articles of Association, holders of Ordinary shares are
entitled to:
• receive shareholder documentation including the notice of any general meeting;
• attend, speak and exercise voting rights at general meetings, either in person or by proxy; and
• a dividend, where declared and paid out of profits available for such purposes. On a return of capital
on a winding up, holders of Ordinary shares are entitled to participate in such a return.
Exercise of rights of shares in employee share schemes
None of the share awards under the Company’s incentive arrangements are held in trust on behalf of the
beneficiaries.
CADOGAN ENERGY SOLUTIONS PLC
Report of the Directors (continued)
28
Agreements between shareholders
The Board is unaware of any agreements between shareholders, which may restrict the transfer of securities
or voting rights.
Restrictions on voting deadlines
The notice of any general meeting of the Company shall specify the deadline for exercising voting rights and
appointing a proxy or proxies to vote at a general meeting. To accurately reflect the views of shareholders,
where applicable it is the Company’s policy at present to take all resolutions at any general meeting on a poll.
Following the meeting, the results of the poll are released to the market via a regulatory news service and
published on the Company’s website.
Substantial shareholdings
As at 31 December 2025 and 15 April 2026, being the last practicable date, the Company had been notified of
the following interests in voting rights attached to the Company’s shares:
31 December 2025
15 April 2026
Major shareholder
Number of
shares held
% of total
voting rights
Number of
shares held
% of total
voting rights
Mrs Veronique Salik
69,688,000
27.75
69,688,000
27.75
SPQR Capital Holdings SA
67,298,498
26.80
67,298,498
26.80
Mr Fady Khallouf
24,454,105
9.74
24,454,105
9.74
Mr Michel Meeus
15,823,000
6.30
15,823,000
6.30
Kellet Overseas Inc.
14,002,696
5.57
-
-
Cynderella International SA
7,657,886
3.04
-
-
B. Gauquelin des Pallières
200,000
0.08
21,860,582
8.70
Amendment of the Company’s Articles of Association
The Company’s Articles of Association may only be amended by way of a special resolution of shareholders.
Disclosure of information to auditor
As required by section 418 of the Companies Act 2006, each of the Directors as at 17 April 2026 confirms that:
(a) so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is
unaware; and
(b) the Director has taken all the steps that he ought to have taken as a Director to make himself aware of any
relevant audit information and to establish that the Company’s auditor is aware of that information.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance,
and position, are set out on pages 8 to 11.
Having considered the Group’s financial position and its principal risks and uncertainties, including uncertainties
regarding the war in Ukraine. The Directors have a reasonable expectation that the Company and the Group
have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they
continue to adopt the going concern basis in preparing the Consolidated and Company Financial Statements.
For further detail please refer to the detailed discussion of the assumptions outlined in note 3(b) to the
Consolidated Financial Statements.
CADOGAN ENERGY SOLUTIONS PLC
Report of the Directors (continued)
29
Reporting year
The reporting year coincides with the Company's fiscal year, which is 1 January 2025 to 31 December 2025.
Financial risk management objectives and policies
The Company’s financial risk management objectives and policies including its policy for managing its exposure
of the Company to price risk, credit risk, liquidity risk and cash flow risk.
Management co-ordinates access to domestic and international financial markets and monitors and manages
the financial risks relating to the operations of the Group in Ukraine through internal risks reports, which
analyse exposures by degree and magnitude of risks. These risks include commodity price risks, foreign
currency risk, credit risk, liquidity risk and cash flow interest rate risk. The Group does not enter into or trade
financial instruments, including derivative financial instruments, for speculative purposes.
Outlook
Future developments in the business of the Company are presented on pages 2 and 7.
Change of control – significant agreements
The Company has no significant agreements containing provisions, which allow a counterparty to alter and
amend the terms of the agreement following a change of control of the Company.
Should a change in control occur then certain Executive directors are entitled, within a period of six months
following the change of control, to a payment of salary and benefits equal to 24 months’ base salary plus
benefits plus bonus (if any).
Streamlined energy and carbon reporting
This section contains information on greenhouse gas (“GHG”) emissions required by the Companies Act 2006
(Strategic Report and Directors' Report).
Methodology
The principal methodology used to calculate the emissions is drawn from the ‘Environmental Reporting
Guidelines: including mandatory greenhouse gas emissions reporting guidance (June 2013)’, issued by the
Department for Environment, Food and Rural Affairs (“DEFRA”) and DEFRA GHG conversion factors for
company reporting were utilised to calculate the CO2 equivalent of emissions from various sources (2024
update). Also, the used methodology was also updated based on methods proposed by DNV GL and in of GHG
emissions Inventory referring to the following guidelines and international standards.
The Company has reported on all the emission sources required under the Regulations.
The Company does not have responsibility for any emission sources that are not included in its consolidated
statement.
Consolidation approach and organisation boundary
An operational control approach was used to define the Company's organisational boundary and responsibility
for GHG emissions. All material emission sources within this boundary have been reported upon, in line with
the requirements of the Regulations.
Scope of reported emissions
Emissions data from the sources within Scope 1 and Scope 2 of the Company's operational boundaries is
detailed below. This includes direct emissions from assets that fall within the Company’s organisational
boundaries (Scope 1 emissions), as well as indirect emissions from energy consumption, such as purchased
electricity and heating (Scope 2 emissions).
Scope 1 emissions in 2025 decreased compared to the previous year, (16,601 tons in 2025 vs 18,888 tons in
2024). This was caused by the decrease of the annual oil production and associated gas production.
CADOGAN ENERGY SOLUTIONS PLC
Report of the Directors (continued)
30
Conversely, market-based Scope 2 emissions decreased in 2025 (3.37 tons in 2025 vs 76 tons in 2024), as a
result of proactive steps to reduce greenhouse gas emissions by purchasing green certificates, ensuring that
the electricity consumed for its operations in Ukraine is entirely sourced from renewable energy. Total
emissions in 2025 were 16,605 tons versus 18,964 tons in 2024.
Intensity ratio
In order to express the GHG emissions in relation to a quantifiable factor associated with the Group's current
activities in 2025, wellhead production of crude oil and natural gas has been chosen as the normalisation factor
for calculating the intensity ratio. This will allow comparison of the Company’s performance over time, as well
as with other companies in the Company’s peer group.
The intensity ratio for E&P operations (same reporting perimeter) has decreased by 4% to 141.43 tons
CO
2
e/Kboe in 2025 vs 146,70 tons CO
2
e/Kboe in 2024. This improvement reflects the use of the purchased
green certificates and optimization of associated gas collecting infrastructure, contributing to a lower emissions
footprint of the Group’s upstream activities. In 2026, the start of operations of the gas-to-power will contribute
to reduce this ratio by over 70% for this activity.
Total greenhouse gas emissions data for the year from 1 January to 31 December.
As previously mentioned in the report, the implementation of the electricity generation project utilising
associated gas will lead to a substantial reduction in the CO2 emissions into the atmosphere starting from
2026.
Greenhouse gas emissions source
E&P
2025
2024
Scope 1
Direct emissions, including combustion of fuel and operation of facilities
(tonnes of CO
2
equivalent)
16,601
18,888
Scope 2
Location-based indirect emissions from energy consumption, such as electricity and heating
purchased for own use (tonnes of CO
2
equivalent)
131
129
Market-based indirect emissions from energy consumption, such as electricity and heating
purchased for own use (tonnes of CO2 equivalent)
3
76
Total location-based Scope 1 and 2 emissions
16,604
18,964
Total market-based Scope 1 and 2 emissions
16,732
19,017
Normalisation factor
Barrels of oil equivalent, net
117,408
129,272
Intensity ratio
Location-based emissions reported above normalised to tonnes of CO
2
per total wellhead
production of crude oil, condensates, and natural gas, in thousands of Barrels of Oil Equivalent, net
142.5
147.1
Market-based emissions reported above normalised to tonnes of CO
2
per total wellhead production
of crude oil, condensates, and natural gas, in thousands of Barrels of Oil Equivalent, net
141.4
146.7
Energy consumption
The Company started in 2020 to monitor energy consumption in KwH.
2025
2024
% change
Ukraine
KwH
614,375
607,063
1,2%
Energy efficiency ratio
KwH/boe
5,23
4.69
11,51%
Energy consumption in the UK and Italy is immaterial.
CADOGAN ENERGY SOLUTIONS PLC
Report of the Directors (continued)
31
2026 Annual General Meeting
The 2026 Annual General Meeting (“AGM”) of the Company provides an opportunity to communicate with
shareholders and the Board welcomes their participation. Board members constantly strive to engage with
shareholders on strategy, governance, and a number of other issues.
The Board looks forward to welcoming shareholders to the AGM. The AGM notice will be issued to shareholders
well in advance of the meeting with notes to provide an explanation of all resolutions to be put to the AGM.
In addition, shareholder information will be enclosed as usual with the AGM notice to facilitate voting and
feedback in the usual way.
The Chairman of the Board and the members of its committees will be available to answer shareholder
questions at the AGM. All relevant shareholder information including the annual report for 2024 and any other
announcements will be published on our website – www.cadoganenergysolutions.com.
This Report of Directors comprising pages 26 to 31 has been approved by the Board and signed by the order of
the Board by:
Ben Harber
Company Secretary
17 April 2026
CADOGAN ENERGY SOLUTIONS PLC
Corporate Governance Statement
This Corporate Governance Statement forms part of the Report of Directors
32
On 29 July 2024, enuues which had a standard lisung were moved into a new category called “transiuon”.
The rules of this category are based on the standard lisung rules the Company was used to. As a Company
previously listed on the standard segment of the London Stock Exchange, it is not required to apply a specific
corporate governance code and, given its size, has elected not to do so. However, the Board of the Company is
committed to the highest standards of corporate governance and believe that the UK Corporate Governance
Code 2024 (“the Code”) issued by the Financial Reporting Council (“FRC”) provides a suitable benchmark for
the Company’s corporate governance framework.
This Statement outlines how Cadogan Energy Solutions plc (“Cadogan” or the “Company”), were appropriate,
has applied the relevant principles of the Code and complied with its provisions.
During the year under review, the Company complied with all the provisions of the Code, other than the
exceptions noted below or elsewhere in this statement:
• Provision 21 (Board Evaluation): Given the size of the Board it was felt that a board evaluation would
not provide added value however the Board will continue to assess this provision periodically.
• Provision 41 (Workforce Engagement): Given the size of the business, the Board does not consider it
appropriate to adopt the suggested methods outlined within the UK Corporate Governance Code 2018
to engage with its employees given the size of the Company. Employee engagement continues to be
undertaken by senior management and any issues are escalated to the Board through the Chief
Executive Officer. The Board believes that the arrangements in place are effective but will continue to
keep this under review.
Board Leadership and Company Purpose
The Board provides leadership and oversight, and its role is to ensure the long-term success of the Company by
implementing the Company’s strategy and business plan, overseeing its affairs, and providing constructive
challenge to management as they do this. In addition to this, the Board oversees financial matters, governance,
internal controls, and risk management.
The purpose of the Board is to:
• monitor Group activities to see that sustainable value is being created;
• evaluate business strategies and monitor their implementation;
• monitor and review the performance of management;
• provide accountability to shareholders through appropriate reporting and regulatory compliance;
• understand and ensure the management of operational business and financial risks to which the Group
is exposed; and
• ensure that the financial controls and systems of risk management are robust and defensible.
The Board comprises an Independent Non-Executive Chairman, a Chief Executive Officer, and four Non-
Executive Directors, of which three are considered Independent. The Board has appointed Mr Lehmann as the
Senior Independent Director, despite Mr Lehmann’s tenure the Board remains confident that Mr Lehmann is
independent.
The biographical details for each of the Directors and their membership of Committees are incorporated into
this report by reference and appear on pages 24 and 25.
CADOGAN ENERGY SOLUTIONS PLC
Corporate Governance Statement (continued)
33
The Board recognises the importance of building strong relationships with stakeholders and understanding
their views in order to help the Company deliver its strategy and promote the development of the business
over the long-term. The Board is committed to having effective engagement with its stakeholders. Our section
172 statement can be found on page 37 which summarises the Board’s engagement with the Company’s main
stakeholders and some examples of how their views have been taken into account in the Board’s decision-
making.
The Company seeks to ensure that it always acts lawfully, ethically and with integrity. The Company has in place
the following policies which the Board reviews periodically:
• Code of Business Conduct and Ethics
• Anti-Bribery Policy
• Share Dealing Code
• Disclosure Policy
• Health, Safety and Environmental policies
The Company has procedures in place for managing conflicts of interest. Should a director become aware that
they, or any of their connected parties, have an interest in an existing or proposed transaction with the
Company, its subsidiaries or any matters to be discussed at meetings, they are required to formally notify the
Board in writing or at the next Board meeting. In accordance with the Companies Act 2006 and the Company’s
Articles of Association, the Board may authorize any potential or actual conflict of interest that may otherwise
involve any of the directors breaching his or her duty to avoid conflicts of interest. All potential and actual
conflicts approved by the Board are recorded in register of conflicts, which is reviewed by the Board at each
Board meeting.
Directors’ declarations of interests is a regular Board agenda item. A register of directors’ interests (including
any actual or potential conflicts of interest) is maintained and reviewed regularly to ensure all details are kept
up to date. Authorisation is sought prior to a director taking on a new appointment or if any new conflicts or
potential conflicts arise. New Directors are required to declare any conflicts, or potential conflicts, of interest
to the Board at the first Board meeting after his or her appointment. The Board believes that the procedures
established to deal with conflicts of interest are operating effectively.
Division of Responsibilities
The Directors possess a wide range of skills, knowledge and experience relevant to the strategy of the Company,
including financial, legal, governance, regulatory and industry experience as well as the ability to provide
constructive challenge to the views and actions of executive management in meeting agreed strategic goals
and objectives.
The roles and responsibilities of the Chairman and Chief Executive Officer are separate with a clear and formal
division of each individual’s responsibilities, which has been agreed and documented by the Board.
The Non-Executive Directors bring an independent view to the Board’s discussions and the development of its
strategy. Their range of experience ensures that management’s performance in achieving the business goals is
challenged appropriately. Ms Lilia Jolibois, Mr Charles Mack and Mr Thibaut de Gaudemar are considered by
the Board to be fully independent.
Mr Gilbert Lehmann, Senior Independent non-executive Director, has served on the Board for longer than 9
years since his appointment, however, the Board is of the view that he retains his independent judgement and
continues to make a valuable contribution to the Board.
CADOGAN ENERGY SOLUTIONS PLC
Corporate Governance Statement (continued)
34
Mr Michel Meeus, who is a significant shareholder is not considered independent as defined within the UK
Corporate Governance Code 2024, however the Board believes that Mr Michel Meeus is independent in
character and judgement and free from relationships or circumstances that could affect his judgement.
The Board has access to the advice of the company secretary.
Composition, Succession and Evaluation
The Company has established a nomination committee which leads the process for Board appointments by
identifying and nominating candidates for the approval of the Board to fill Board vacancies and making
recommendations to the Board on Board’s composition and balance. The Company’s Nomination Committee
Report can be found on page 42.
Under the Company’s Articles of Association, all Directors must seek re-election by members at least once every
three years. However, the Board has agreed that all Directors will be subject to annual election by shareholders
in line with Corporate Governance best practice. Accordingly, all members of the Board will be standing for re-
election at the 2026 Annual General Meeting due to be held in June 2026.
All Directors continue to be effective and have sufficient time available to perform their duties. The letters of
appointment for the Non-Executive Directors are available for review at the Registered Office and prior to the
Annual General Meeting. Each of the Non-Executive Directors independently ensures that they update their
skills and knowledge sufficiently to enable them to fulfil their duties appropriately.
The Chairman, in conjunction with the Company Secretary, plans the programme for the Board during the year.
While no formal structured continuing professional development program has been established for the non-
executive Directors, every effort is made to ensure that they are fully briefed before Board meetings on the
Company’s business. The agenda for Board and Committee meetings are considered by the relevant Chairman
and issued with supporting papers during the week preceding the meeting. For each Board meeting, the
Directors receive a Board pack including management accounts, briefing papers on commercial and operational
matters and major capital projects including acquisitions. The Board also receives briefings from key
management on specific issues.
Audit, Risk and Internal Control
The Board has delegated certain responsibilities to its committees including its Audit Committee. The
Company’s Audit Committee Report can be found on pages 38 to 39.
The role of the Audit Committee is to monitor the integrity of the Company’s financial reporting, to review the
Company’s internal control and risk management systems and to oversee the relationship with the Group’s
external auditors. The Audit Committee focuses particularly on compliance with legal requirements, accounting
standards and the rules of the Financial Services Authority. The Audit Committee will meet at least three times
a year with further meetings that are determined by the committee. Any member of the committee or the
external auditors may request any additional meetings they consider necessary.
The Directors are responsible for the Group’s system of internal control and for maintaining and reviewing its
effectiveness. The Group’s systems and controls are designed to safeguard the Group’s assets and to ensure
the reliability of information used both within the business and for publication. The Board has delegated
responsibility for the monitoring and review of the Group’s internal controls to the Audit Committee.
Systems are designed to manage, rather than eliminate the risk of failure to achieve business objectives and
can provide only reasonable, and not absolute assurance against material misstatement or loss.
CADOGAN ENERGY SOLUTIONS PLC
Corporate Governance Statement (continued)
35
The key features of the Group’s internal control and risk management systems that ensure the accuracy and
reliability of financial reporting include clearly defined lines of accountability and delegation of authority,
policies and procedures that cover financial planning and reporting, preparing consolidated financial
statements, capital expenditure, project governance and information security.
The key features of the internal control systems, which operated during 2025 and up to the date of signing the
Financial Statements are documented in the Group’s Corporate Governance Policy Manual and Finance
Manual. These manuals and policies have been circulated and adopted throughout the Group throughout the
period.
Day-to-day responsibility for the management and operations of the business has been delegated to the Chief
Executive Officer and senior management. Certain specific administrative functions are controlled centrally.
Taxation and treasury functions report to the Group Director of Finance who reports directly to the Chief
Executive Officer.
The legal function for Ukraine’s related assets and activities is managed by the General Counsel, who reports
to the General Director of Cadogan Ukraine. The Health, Safety and Environment functions report to the
Chairman of the HSE Committee, the HSE Committee Report can be found on pages 42 to 43. The Group does
not have an internal audit function. Due to the small scale of the Group’s operations at present, the Board does
not feel that it is appropriate or economically viable to have an internal audit function in place, however this
will be kept under review by the Audit Committee on an annual basis.
The Board has reviewed internal controls and risk management processes, in place from the start of the year
to the date of approval of this report. During its review the Board did not identify nor were advised of any
failings or weaknesses which it has deemed to be significant.
A summary of the principal risks facing the Company and the mitigating actions in place are contained on pages
10 to 13 of the annual report.
The Company’s going concern assessment is contained on page 39 of the annual report.
Further information on the work undertaken by the Committee during the year can be found on pages 38 to 39
of the annual report.
Remuneration
The Board has established a Remuneration Committee and the Company’s Remuneration Committee Report
can be found on pages 43 to 65 of the annual report.
The role of the Remuneration Committee is to determine and agree with the Board the broad policy for the
remuneration of executives and Senior Managers as designated, as well as for setting the specific remuneration
packages, including pension rights and any compensation payments of all executive Directors and the Chairman.
The Company’s remuneration policies and practices are designed to support its long-term strategy and promote
the long-term sustainable success of the Company.
CADOGAN ENERGY SOLUTIONS PLC
Corporate Governance Statement (continued)
36
Attendance at Meetings
Attendance at Board and Committee Meetings held during the year was as follows:
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
No. Held
4
3
-
1
No. Attended:
M Meeus*
4
n/a
-
1
F Khallouf
4
n/a
n/a
n/a
L Jolibois
4
3
-
1
G Lehmann
4
n/a
-
1
C Mack
4
2
-
1
T de Gaudemar**
4
3
-
1
*Chairman until October 2025
** Chairman from November 2025
Responsibilities and membership of Board Committees
The Board has agreed written terms of reference for the Nomination Committee, Remuneration Committee,
Audit Committee and HSE Committee. The terms of reference for the Board Committees are published on
the Company’s website, www.cadoganenergysolutions.com, and are also available from the Company
Secretary at the Registered Office. A review of the Committees including their membership and activities of
all Board Committees is provided on pages 38 to 43.
Relations with shareholders
The Chairman and Executive Directors of the Company have a regular dialogue with analysts and substantial
shareholders. The outcome of these discussions is reported to the Board at quarterly meetings and discussed
in detail. Mr Lehmann, as the Senior Independent Director, is available to meet with shareholders who have
questions that they feel would be inappropriate to raise via the Chairman or Executive Directors.
The Annual General Meeting is used as an opportunity to communicate with all shareholders. In addition,
financial results are posted on the Company’s website, www.cadoganenergysolutions.com, as soon as they
are announced. The Notice of the Annual General Meeting is also contained on the Company’s website,
www.cadoganenergysolutions.com. It is intended that the Chairmen of the Nomination, Audit and
Remuneration Committees will be present at the Annual General Meeting. The results of all resolutions will
be published on the Company’s website, www.cadoganenergysolutions.com.
CADOGAN ENERGY SOLUTIONS PLC
Corporate Governance Statement (continued)
37
Directors’ section 172 statement
The disclosure describes how the Directors have regard to the matters set out in section 172(1)(a) to (f) and
forms the Directors’ statement required under section 414CZA of the Companies Act 2006.
The matters set out in section 172(1) (a) to (f) are that a Director must act in the way they consider, in good
faith, would be most likely to promote the success of the Company for the benefit of its members as a whole,
and in doing so have regard (amongst other matters) to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the Company’s employees;
(c) the need to foster the Company’s business relationships with suppliers, customers and others;
(d) the impact of the Company’s operations on the community and the environment;
(e) the desirability of the Company maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly between members of the Company.
Being sustainable in our activities means conducting our business with respect for the environment and for
the communities hosting us, with the aim of increasing the benefit and value to our stakeholders. We
recognize that this is a key element to be competitive and to maintain our licence to operate.
Further details of how the Directors have regard to the issues, factors and stakeholders considered relevant
in complying with S 172 (1) (a)-(f), the methods used to engage with stakeholders and the effect on the
Group’s decision making can be found throughout the annual report and in particular page 36 (which outlines
how the Company engages with its stakeholders), pages 15 to 18 (which contains Cadogan’s corporate
responsibility statement), and pages 29 to 30 (which contains the Company’s report on greenhouse gas
emissions).
The Group has implemented an integrated HSE management system aiming to ensure a safe and
environmentally friendly culture in the organization (pages 15 to 16). However, regarding the environmental
sustainability of the Group’s activities, the Directors are fully aware of the need to direct future development
in new activities with a lower impact on environment (CEO outlook page 6, 29).
The Board has a formal schedule of matters specifically reserved for its decision, including approval of
acquisitions and disposals, major capital projects, financial results, Board appointments, dividend
recommendations, material contracts and Group strategy. For each Board meeting, the Directors receive a
Board pack including management accounts, briefing papers on commercial and operational matters and
major capital projects including acquisitions. The Board also receives briefings from key management on
specific issues.
In particular, as a consequence of the invasion of Ukraine by Russia in February 2022, and the war situation
prevailing in Ukraine, the Board discussed the current situation and its consequences on the security of the
employees, the organisation of the operations in Ukraine and the potential impacts on its human, financial
and operational assets. The Group has been able to implement immediately emergency procedures with
safety and protection measures communicated to all employees and put in place for every location. Specific
measures have been put in place for the operations on site to ensure the human, the industrial and the
environmental safety. The Group is monitoring the situation daily and taking appropriate action to ensure
the safety and essential needs of employees.
CADOGAN ENERGY SOLUTIONS PLC
Board Committee Reports
38
Audit Committee Report
The Audit Committee is appointed by the Board, on the recommendation of the Nomination Committee, from
the Non-Executive Directors of the Group. The Audit Committee’s terms of reference are reviewed from time
to time by the Audit Committee and any changes are then referred to the Board for approval. The terms of
reference of the Committee are available from the Company Secretary at the Registered Office. Two members
constitute a quorum.
Responsibilities
§ To monitor the integrity of the annual and interim financial statements, the accompanying reports to
shareholders, and announcements regarding the Group’s results;
§ To review and monitor the effectiveness and integrity of the Group’s financial reporting and internal
financial controls;
§ To review the effectiveness of the process for identifying, assessing and reporting all significant business
risks and the management of those risks by the Group;
§ To oversee the Group’s relations with the external auditor and to make recommendations to the Board,
for approval by shareholders, on the appointment and removal of the external auditor;
§ To consider whether an internal audit function is appropriate to enable the Audit Committee to meet its
objectives; and
§ To review the Group’s arrangements by which staff of the Group may, in confidence, raise concerns about
possible improprieties in matters of financial reporting or other matters.
Governance
Ms Jolibois, Mr Mack and Mr de Gaudemar were members of the Audit Committee during the period. The Audit
Committee is chaired by Ms Jolibois who had relevant financial experience within a major European company
as well as holding several non-executive roles in major international entities.
At the invitation of the Audit Committee, the Group Director of Finance and external auditor regularly attend
meetings. The Company Secretary attends all meetings of the Audit Committee.
The Audit Committee also meets the external auditor without management being present.
Activities of the Audit Committee
During the year, the Audit Committee discharged its responsibilities as follows:
Assessment of the effectiveness of the external auditor
The Committee has assessed the effectiveness of the external audit process. They did this by:
§ Reviewing the 2025 external audit plan;
§ Discussing the results of the audit including the auditor’s views on material accounting issues and key
judgements and estimates, and their audit report;
§ Considering the robustness of the audit process;
§ Reviewing the quality of the service and people provided to undertake the audit; and
§ Considering their independence and objectivity.
Financial statements
The Audit Committee examined the Group’s consolidated and Company’s financial statements and, prior to
recommending them to the Board, considered:
• the appropriateness of the accounting policies adopted;
• reviewed critical judgements, estimates and underlying assumptions; and
• assessed whether the financial statements are fair, balanced and understandable.
CADOGAN ENERGY SOLUTIONS PLC
Board Committee Reports (continued)
39
Going concern
After making enquiries and considering the uncertainties described on pages 10 to 13, the Committee has a
reasonable expectation that the Company and the Group has adequate resources to continue in operational
existence for the foreseeable future and consider the going concern basis of accounting to be appropriate. For
further detail including the basis for the conclusion, please refer to the detailed discussion of the assumptions
outlined in note 3 (b) to the Consolidated Financial Statements.
Internal controls and risk management
The Audit Committee reviews and monitors financial and control issues throughout the Group including the
Group’s key risks and the approach for dealing with them. Further information on the risks and uncertainties
facing the Group are detailed on pages 107 to 109 in note 29 to the financial statements.
External auditor
The Audit Committee is responsible for recommending to the Board, for approval by the shareholders, the
appointment of the external auditor.
The Audit Committee considers the scope and materiality for the audit work, approves the audit fee, and
reviews the results of the external auditor’s work. Following the conclusion of each year’s audit, it considers
the effectiveness of the external auditor during the process. An assessment of the effectiveness of the audit
process was made, considering reports from the auditor on its internal quality procedures. The Committee
reviewed and approved the terms and scope of the audit engagement, the audit plan and the results of the
audit with the external auditor, including the scope of services associated with audit-related regulatory
reporting services. Additionally, auditor independence and objectivity were assessed, considering the auditor’s
confirmation that its independence is not impaired, the overall extent of non-audit services provided by the
external auditor and the past service of the auditor.
Internal audit
The Audit Committee considers annually the need for an internal audit function and believes that, due to the
size of the Group and its current stage of development, an internal audit function will be of little benefit to the
Group.
Whistleblowing
The Group’s whistleblowing policy encourages employees to report suspected wrongdoing and sets out the
procedures employees must follow when raising concerns. The policy, which was implemented during 2008 is
reviewed periodically. The Group’s policies on anti-bribery, the acceptance of gifts and hospitality, and business
conduct and ethics are circulated to staff as part of a combined manual on induction with changes regularly
communicated.
Overview
As a result of its work during the year, the Audit Committee has concluded that it has acted in accordance with
its terms of reference and has ensured the independence and objectivity of the external auditor.
The Chairman of the Audit Committee will be available at the Annual General Meeting to answer any questions
about the work of the Audit Committee.
Lilia Jolibois
Chair of the Audit Committee
17 April 2026
CADOGAN ENERGY SOLUTIONS PLC
Board Committee Reports (Continued)
40
Health, Safety and Environment Committee Report
The Health, Safety and Environment Committee (the ”HSE Committee”) is appointed by the Board, on the
recommendation of the Nomination Committee. The HSE Committee’s terms of reference are reviewed
annually by the Committee and any changes are then referred to the Board for approval. The terms of reference
of the Committee are published on the Company’s website www.cadoganenergysolutions.com, and are also
available from the Company Secretary at the Registered Office. Two members constitute a quorum, one of
whom must be a Director.
Governance
In 2025, the Committee was chaired by Mr Andrey Bilyi (Cadogan Ukraine General Director) as acting Head of
the HSE Committee and its other member is Ms Snizhana Buryak (HSE Manager). During this period, the CEO
attended meetings of the HSE Committee as necessary. Starting from 2026, the CEO is chairing the Committee
with Mr Andrey Bilyi acting as Deputy Chair. During 2025, the HSE Committee held four meetings to monitor
the HSE risks and activities across the business, following which actions were identified for the continuous
improvement of the various processes and the mitigation of risk.
Responsibilities
• To regularly maintain and implement the continuous improvement of the HSE Management System with
the aim of improving the Company’s performances;
• Assessments of the risks to employees, contractors, customers, partners, and any other people who
could be affected by the Group’s activities with the aim of reducing the global risk of the Group and
increasing its level of acceptability;
• Evaluate the effectiveness of the Group’s policies and systems for identifying and managing health, safety
and environmental risks within the Group’s operation;
• Assess the policies and systems within the Group for ensuring compliance with health, safety and
environmental regulatory requirements;
• Assess the performance of the Group with regard to the impact of health, safety, environmental and
community relations decisions and actions upon employees, communities and other third parties and
also assess the impact of such decisions and actions on the reputation of the Group and make
recommendations to the Board on areas for improvement;
• On behalf of the Board, receive reports from management concerning any fatalities and serious accidents
within the Group and actions taken by management as a result of such fatalities or serious accidents;
• Evaluate and oversee, on behalf of the Board, the quality and integrity of any reporting to external
stakeholders concerning health, safety, environmental and community relations issues; and
• Where it deems it appropriate to do so, appoint an independent auditor to review performance with
regard to health, safety, environmental and community relations matters and review any strategies and
action plans developed by management in response to issues raised and, where appropriate, make
recommendations to the Board concerning the same.
Activities of the Health, Safety and Environment Committee
The HSE Committee in discharging its duties reviewed and considered the following:
• Company activities execution and control over contractors services execution in line with Company
policies and HSE procedures;
• Monthly statistics and reports on the activity were regularly distributed to the CEO, Management and to
the members of the committee;
• Ensured that the implementation of new legislation and requirements were punctually followed-up and
promptly updated;
• Compliance with HSE regulatory requirements was ensured through discussion of the results of
inspections, both internal inspections and those carried out by the Authorities. The results of the
CADOGAN ENERGY SOLUTIONS PLC
Board Committee Reports (Continued)
41
inspections and drills were analysed and commented to assess the need for corrective actions and/or
training initiatives;
• A standing item was included on the agenda at every meeting to monitor monthly HSE performance, key
indicators and statistics allowing the HSE Committee to assess the Company’s performance by analysing
any lost-time incidents, near misses, HSE training and other indicators;
• Interaction with contractors, Authorities, local communities and other stakeholders were discussed
among other HSE activities;
• Compliance to ISO 14001 and ISO 45001 has been proved by the authorised third-party auditor. Also, the
Company had its entire data calculation process as well as emissions measurement system re-validated
by a different independent third party; and
• Ensuring all the Observation and Actions requested by the Certification Body have been implemented.
Overview
The Company’s HSE Management System and the Guidelines and Procedures have been updated to fit with the
ISO requirements and are adequate for the proper execution of the Company’s operations.
As a result of its work during the year, the HSE Committee has concluded that it has acted in accordance with
its terms of reference.
CADOGAN ENERGY SOLUTIONS PLC
Board Committee Reports (Continued)
42
Nomination Committee Report
The Board delegates some of its duties to the Nomination Committee and appoints the members of the
Nomination Committee which are non-executive Directors of the Group. The membership of the Committee is
reviewed from time to time and any changes to its composition are referred to the Board for approval. The
terms of reference of the Nomination Committee are available from the Company Secretary at the Registered
Office. Two members constitute a quorum.
Governance
Mr. Michel Meeus (Remuneration and Nomination Committee Chairman), Ms. Lilia Jolibois, and Mr. Gilbert
Lehmann, Mr, Charles Mack and Mr Thibaut de Gaudemar (Non-Executive Directors) are the members of the
Nomination Committee. The Company Secretary attends all meetings of the Nomination Committee. There was
no matters arising which required the Nomination Committee to hold a formal meeting.
Responsibilities
• To review the structure, size and composition (including the skills, knowledge and experience) required of
the Board compared to its current position and make recommendations to the Board with regard to any
changes;
• Be responsible for identifying and nominating candidates to fill Board vacancies as and when they arise,
for the Board’s approval;
• Before appointments are made by the Board, evaluate the balance of skills, knowledge, experience and
diversity (gender, ethnic, age, sex, disability, educational and professional backgrounds, etc.) on the
Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a
particular appointment; and
• In identifying suitable candidates, the Nomination Committee shall use open advertising or the services of
external advisers to facilitate the search and consider candidates from a wide range of backgrounds on
merit, ensuring that appointees have enough time available to devote to the position.
The Nomination Committee shall also make recommendations to the Board concerning:
• Formulating plans for succession for both executive and non-executive Directors and in particular for the
key roles of Chairman and Chief Executive Officer;
• Membership of the Audit and Remuneration Committees, in consultation with the Chairmen of those
committees;
• The reappointment of any non-executive Director at the conclusion of their specified term of office, having
given due regard to their performance and ability to continue to contribute to the Board in the light of the
knowledge, skills and experience required; and
• The re-election by shareholders of any Director having due regard to their performance and ability to
continue to contribute to the Board in the light of the knowledge, skills and experience required.
Any matters relating to the continuation in office of any Director at any time including the suspension or
termination of service of an executive Director as an employee of the Company subject to the provisions of the
law and their service contract.
Michel Meeus
Nomination Committee Chairman
17 April 2026
CADOGAN ENERGY SOLUTIONS PLC
Board Committee Reports (continued)
43
Remuneration Committee
Statement from the Chairman
I am pleased to present the Annual Report on Remuneration for the year ended 31 December 2025.
Cadogan’s Remuneration Policy was approved as proposed by the shareholders at the Annual General Meeting
on 20 June 2025 and is attached at the end of the Annual Report on Remuneration. The Remuneration
Committee is not proposing to make any changes to the existing Policy however in line with industry best
practice and the three-year Policy cycle the Company will be seeking shareholder approval at this year’s AGM.
The key elements of the Remuneration Policy are:
• A better long-term alignment of the executives’ remuneration with the interests of the shareholders;
• A material reduction in the maximum remuneration level for the Executive Directors, both in terms of
annual bonus and of long-term incentive (performance share plan);
• The payment of at least 50% of the Annual Bonus in shares with the remaining 50% to be paid in cash
or shares at the discretion of the Remuneration Committee. Shares will be priced for this award based
on their market value at closing on the Business Day prior to the Subscription Date;
• The introduction of claw-back and malus provisions on both bonuses and share awards; and
• The expectation that the Executive Directors build a substantial shareholding position in the Company
through their mandate.
Michel Meeus
Chairman of the Remuneration Committee
17 April 2026
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
44
ANNUAL REPORT ON REMUNERATION
Remuneration Committee Report
The Remuneration Committee is committed to principles of accountability and transparency to ensure that
remuneration arrangements demonstrate a clear link between reward and performance.
Governance
The Remuneration Committee is appointed by the Board from the non-executive Directors of the Company.
The Remuneration Committee’s terms of reference are reviewed annually by the Remuneration Committee
and any changes are then referred to the Board for approval. The terms of reference of the Remuneration
Committee are available from the Company Secretary at the Registered Office.
The Remuneration Committee consists of Mr. Michel Meeus, Ms. Lilia Jolibois,Mr. Gilbert Lehmann, Mr Charles
Mack and Mr Thibaut de Gaudemar. At the discretion of the Remuneration Committee, the Chief Executive
Officer is invited to attend meetings when appropriate but is not present when his own remuneration is being
discussed. None of the directors are involved in deciding their own remuneration. The Company Secretary
attends the meetings of the Remuneration Committee.
Responsibilities
In summary, the Remuneration Committee’s responsibilities, as set out in its terms of reference, are as follows:
§ To determine and agree with the Board the policy for the remuneration of the executive Directors, the
Company Secretary and other members of executive management as appropriate;
§ To consider the design, award levels, performance measures and targets for any annual or long-term
incentives and approve any payments made and awards vesting under such schemes;
§ Within the terms of the agreed remuneration policy, to determine the total individual remuneration
package of each executive Director and other senior executives including bonuses, incentive payments
and share options or other share awards; and
§ To ensure that contractual terms on termination, and any payments made, are fair to the individual and
the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised.
Overview
The Chairman and the Chief Executive Director of the Company have a regular dialogue with analysts and
substantial shareholders, which includes the subject of Directors’ Remuneration. The outcome of these
discussions is reported to the Board and discussed in detail both there and during meetings of the
Remuneration Committee.
As a result of its work during the year, the Remuneration Committee has concluded that it has acted in
accordance with its terms of reference. The chairman of the Remuneration Committee will be available at the
Annual General Meeting to answer any questions about the work of the Committee.
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
45
Remuneration consultants
The Remuneration Committee did not take any advice from external remuneration consultants in the year.
Single total figure of remuneration for executive and non-executive directors (audited)
Salary and fees
Taxable benefit
1
Contributions to
pension schemes
Annual bonus
Total
$
$
$
$
$
Executive Director
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
F Khallouf
483,964
467,282
13,157
20,957
73,760
80,263
519,993
2
-
1,090,874
568,502
Non-executive Directors
M Meeus
60,500
62,041
-
-
-
-
-
-
60,500
62,041
L Jolibois
48,000
48,000
-
-
-
-
-
-
48,000
48,000
G Lehmann
38,000
38,000
-
-
-
-
-
-
38,000
38,000
C Mack
43,000
22,516
-
-
-
-
-
-
43,000
22,516
T de
Gaudemar
J Mahaux
46,667
-
22,516
26,505
-
-
-
-
-
-
-
-
-
-
-
-
46,667
22,516
26,505
Total Fixed Remuneration
Total Variable Remuneration
$
$
2025
2024
2025
2024
Executive Director
570,881
568,502
519,993
-
Non-executive Directors
236,167
219,578
-
-
Notes to the table
Mr Fady Khallouf
Mr Khallouf was appointed as Chief Executive Officer on 15 November 2019. Mr Khallouf’s salary is €440,000
per annum.
At the AGM in June 2021, the shareholders approved the resolution 11 for an exceptional bonus of 5% of the
monies recovered from Proger to be paid to Mr Khallouf upon the successful resolution of the reimbursement
of the Proger Loan. After receiving the €10 million in January 2025, the exceptional bonus of Euros 500,000 was
due and paid in February 2025 with 50% of the bonus paid being used to subscribe for Ordinary Shares in the
Company.
1
Taxable benefits include insurance provided to the executive and leased car.
2
Bonus for Proger Loan recovery.
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
46
KPIs
The CEO is subject to a performance-related, bonus scheme built around a scorecard with a set of challenging
KPI’s aligned with the company strategy. Given the current situation in Ukraine and any potential future
difficulties for the Company, Mr Fady Khallouf had requested that any annual performance related bonus to be
considered and paid by the Remuneration Committee during 2026, in respect of the financial year ended 31
December 2025, be waived.
Benefits
Benefits may be provided to the executive director, in the form of private medical insurance and life assurance.
The Chairman and Non-Executive Directors
The fees for the Chairman and Non-Executive Directors are as follows: the Chairman’s fee at $65,000 and the
fee for acting as a non-executive Director at $38,000 with an additional $10,000 for acting as Chairman of the
Audit Committee and an additional $5,000 for a committee membership.
Scheme interests awarded during the financial year (audited)
There were no schemes interests awarded during the year.
Payments to past directors (audited)
In 2025 there were no payments to past directors.
Payments for loss of office (audited)
No notice period was either worked or paid.
Directors’ interests in shares (audited)
The beneficial interests of the Directors in office as at 31 December 2025 and their connected persons in the
Ordinary shares of the Company at 31 December 2025 are set out below.
Shares as at 31 December
2025
2024
Fady Khallouf
24,454,105
17,454,105
Michel Meeus
15,823,000
26,023,651
Thibaut de Gaudemar
-
-
Lilia Jolibois
-
-
Charles Mack
-
-
Gilbert Lehmann
-
-
The Company does not currently operate formal shareholding guidelines. Whilst there is no specified level, the
Company expects that under the new Remuneration Policy, the Executive Director will continue to build up a
significant shareholding position in the Company during his mandate.
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
47
The Company’s performance
The graph below highlights the Company’s total shareholder return (“TSR”) performance for the last fourteen
years compared to the FTSE All Share Oil & Gas Producers index. This index has been selected on the basis that
it represents a sector specific group, which is an appropriate group for the Company to compare itself against,
and has been retained ever since, primarily for continuity purposes TSR is the return from a share or index
based on share price movements and notional reinvestment of declared dividends.
Historic Remuneration of Chief Executive
Salary
Taxable
benefits
Annual
bonus
Long-term
incentives
Pension
Loss of
office
Total
$
$
$
$
$
$
$
2009
422,533
-
284,552
-
-
-
707,085
2010
547,067
-
-
-
-
-
547,067
2011
669,185
-
-
-
-
-
669,185
2012
511,459
-
-
-
31,966
126,808
670,233
2013
384,941
-
-
-
-
-
384,941
2014
405,433
20,734
-
-
-
-
426,167
2015
432,409
1
15,987
243,132
-
-
-
691,528
2016
487,080
15,353
210,504
2
-
-
-
712,937
2017
497,288
27,273
81,392
3
-
-
-
605,953
2018
521,664
39,838
201,872
-
-
-
763,374
2019
492,581
45,453
495,109
4
-
-
-
1,033,143
2020
517,389
59,294
-
-
58,300
-
634,983
2021
535,999
30,173
-
-
78,619
-
644,791
2022
479,720
29,486
-
-
75,035
-
584,241
2023
493,136
27,037
-
-
78,258
-
598,431
2024
467,282
20,957
-
-
80,263
-
568,502
2025
483,964
13,157
519,993
5
-
73,760
-
1,090,874
1
2015 CEO’s salary is the sum of Mr. des Pallieres' salary for the period January to June and of Mr. Michelotti's salary for the period
July to December.
2
In relation to performance in 2016 and 2015, the CEO used the entire amount of the bonus to buy at market price newly issued
company shares on 22 September 2017.
3
According to the 2017 performance results, the CEO was awarded a bonus that partially comprised shares; However, Mr.
Michelotti never exercised his right to claim those shares.
4
2019 Annual bonus is a sum of Mr Michelotti’s bonus of $112,140 and welcome bonus for Mr Khallouf equivalent in value of
5,500,000 ordinary shares based on share’s price of £0.0525. Welcome bonus for Mr Khallouf was provided in May 2020 based on
share’s price of £0.03. Respective correction of the bonus reserve equivalent to $185,000 was recognised through share premium
account in 2020.
5
At the AGM in June 2021, the shareholders approved the resolution 11 for an exceptional bonus of 5% of the monies recovered
from Proger to be paid to Mr Khallouf upon the successful resolution of the reimbursement of the Proger Loan. After receiving the
€10 million in January 2025, the exceptional bonus of Euros 500,000 was due: 50% of the amount of the bonus equivalent in value
of 7,00,000 ordinary shares of £0.003 each, 50% of the bonus of the amount $261,400 was paid in cash.
0.00
50.00
100.00
150.00
200.00
250.00
01/01/2009
31/12/2009
31/12/2010
31/12/2011
31/12/2012
31/12/2013
31/12/2014
31/12/2015
31/12/2016
31/12/2017
31/12/2018
31/12/2019
31/12/2020
31/12/2021
31/12/2022
31/12/2023
31/12/2024
31/12/2025
Cadogan Energy Solutions Plc FTSE All Share Oil & Gas
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
48
In 2025, the Remuneration Committee, after consultation with the CEO, have decided to postpone any variable
performance related bonus for the year ended 31 December 2025.
The annual bonus received by the CEO as a percentage of the maximum opportunity is presented in the
following table.
Year
CEO
CEO single figure of total
remuneration $
Annual bonus pay-out against
maximum opportunity %
2025
Mr. Khallouf
1,090,874
-
2024
Mr. Khallouf
568,502
-
2023
Mr. Khallouf
598,431
2022
Mr. Khallouf
584,241
-
2021
Mr. Khallouf
644,791
-
2020
Mr. Khallouf
634,983
-
2019
Mr. Khallouf
1
444,465
-
Mr. Michelotti
588,678
10
2018
Mr. Michelotti
763,374
32
2017
Mr. Michelotti
605,953
-
2016
Mr. Michelotti
712,937
22
2
2015
Mr. Michelotti
502,021
27
3
Mr. des Pallieres
189,507
-
2014
Mr. des Pallieres
426,167
-
2013
Mr. des Pallieres
384,941
-
2012
Mr. des Pallieres
389,935
-
Mr. Barron
280,298
4
-
2011
Mr. des Pallieres
5
273,201
-
Mr. Barron
395,984
-
2010
Mr. Barron
547,067
-
2009
Mr. Barron
6
707,085
67
Percentage change in the remuneration of the Chief Executive
The following table shows the percentage change in the remuneration of the Chief Executive in 2025 and
2024 compared to that of all employees within the Group.
2025
2024
Average
$’000
$’000
change, %
Base salary
CEO
484
467
4%
All employees
7
1,735
1,750
-1%
Taxable benefits
CEO
87
101
-14%
All employees
104
121
-14%
Annual Bonus
CEO
520
-
All employees
622
40
1455%
Total
CEO
1,091
568
92%
All employees
2,461
1,911
29%
1
Includes a welcome bonus for Mr Khallouf equivalent in value of 5,500,000 ordinary shares based on share’s price of £0.0525.
2
Mr Michelotti undertook to use the entire bonus to buy company’s share at market price in order to leave the Company cash
neutral.
3
Year-end performance-based bonus was an alternative to an up-front sign-on bonus. Mr Michelotti used the entire bonus to buy
company’s share at market price on 22 September 2017.
4
$280,298 paid as fees, pension, and loss of office.
5
From 1 August 2011.
6
From 19 March 2009.
7
All employees mean all employees of the Group, including CEO and other Directors (note 12, page 95).!
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
49
In 2025 none of the directors participated in long-term incentive schemes.
In 2025 there was no increase in executive and non-executive directors' salary in base currency. The difference
in pay represents the change in exchange rate between the base currency and USD as a reporting currency.
Percentage change in non-executive director remuneration
Michel Meeus
All employees
2025
$’000
2024
$’000
% change
2025 – 2024
% change
2025 – 2024
Base salary/fees
60,500
62,041
-2%
-1%
Taxable benefits (including pensions)
-
-
-
-14%
Annual bonus
-
-
-
1455%
Total
60,500
62,041
-2%
29%
The 1 November 2025, Michel Meeus stepped down as Chairman of the Company, remained as a non-executive
director.
Lilia Jolibois
All employees
2025
$’000
2024
$’000
% change
2025 – 2024
% change
2025 – 2024
Base salary/fees
48,000
48,000
-
-1%
Taxable benefits (including pensions)
-
-
-
-14%
Annual bonus
-
-
-
1455%
Total
48,000
48,000
-
29%
Jacques Mahaux
All employees
2025
$’000
2024
$’000
% change
2025 – 2024
% change
2025 – 2024
Base salary/fees
-
26,505
-100%
-1%
Taxable benefits (including pensions)
-
-
-
-14%
Annual bonus
-
-
-
1455%
Total
-
26,505
-100%
29%
Gilbert Lehmann
All employees
2025
$’000
2024
$’000
% change
2025 – 2024
% change
2025 – 2024
Base salary/fees
38,000
38,000
-
-1%
Taxable benefits (including pensions)
-
-
-
-14%
Annual bonus
-
-
-
1455%
Total
38,000
38,000
-
29%
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
50
Charles Mack
All employees
2025
$’000
2024
$’000
% change
2025 – 2024
% change
2025 – 2024
Base salary/fees
43,000
22,516
91%
-1%
Taxable benefits (including pensions)
-
-
0%
-14%
Annual bonus
-
-
0%
1455%
Total
43,000
22,516
91%
29%
Thibaut de Gaudemar
All employees
2025
$’000
2024
$’000
% change
2025 – 2024
% change
2025 – 2024
Base salary/fees
46,667
22,516
107%
-1%
Taxable benefits (including pensions)
-
-
0%
-14%
Annual bonus
-
-
0%
1455%
Total
46,667
22,516
107%
29%
The 1 November 2025, Thibaut de Gaudemar has unanimously been appointed by the Board to assume the role
of Chairman.
Relative importance of spend on pay
The table below compares shareholder distributions (i.e. dividends and share buybacks) and total employee
pay expenditure of the Group for the financial years ended 31 December 2024 and 31 December 2025.
2025
$’000
2024
$’000
Year-on-year change, %
All-employee remuneration
2,461
1,911
29%
Distributions to shareholders
-
-
-
Shareholder voting at the Annual General Meeting
The Directors’ Remuneration Policy was approved by shareholders at the Annual General Meeting held on
20 June 2025 and remains unchanged. The Remuneration Policy can be found on the Group’s website and at
pages 52 to 65 of this Annual Report on Remuneration. The votes cast by proxy were as follows:
Directors’ Remuneration Policy
Number of votes
% of votes cast
For
120,854,549
63.29
Against
70,110,197
36.71
Total votes cast
190,964,746
100.00
Number of votes withheld
6,908,137
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
51
The Directors’ Annual Report on Remuneration is approved by shareholders at each Annual General Meeting.
A summary of the votes cast by proxy in 2025 and 2024 were as follows:
2025
2024
Director’s Annual Report
on Remuneration
Number of votes
% of votes cast
Number of votes
% of votes
cast
For
128,125,217
64.54
120,854,549
63.29
Against
70,382,437
35.46
70,110,197
36.71
Total votes cast
198,507,654
100.00
190,964,746
100.00
Number of votes withheld
20,646
6,908,137
Implementation of Remuneration Policy in 2026
The performance related elements of remuneration remain unchanged and will be built around a scorecard
with a set of KPI’s aligned with the Group strategy. The Remuneration Policy can be found on the Group’s
website and at pages 52 to 65 of this Annual Report on Remuneration.
Approval
The Directors’ Annual Report on Remuneration was approved by the Board on 17 April 2026 and signed on its
behalf by:
Thibaut De Gaudemar
Chairman
17 April 2026
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
52
Directors’ Remuneration Policy
§ Introduction
This Directors’ Remuneration Policy (the “Policy”) contains the information required to be set out as the
directors’ remuneration policy for the purposes of The Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013.
The Policy was approved by shareholders at the 2024 AGM of the Company. The Remuneration Committee
is not proposing to make any changes to the existing Policy however in line with industry best practice and
the three-year Policy cycle the Company will be seeking shareholder approval at this year’s AGM. The
effective date of this Policy is the date on which the Policy is approved by shareholders.
The Policy applies in respect of all executive officers appointed to the Board of Directors (“executive
directors”) and non-executive directors. Other senior executives may be subject to the Policy, including in
relation to annual bonus and shares incentive arrangements in particular if and to the extent that the
Remuneration Committee determines it is appropriate.
The Remuneration Committee will keep the Policy under review to ensure that it continues to promote the
long-term success of the Company by giving the Company its best opportunity of delivering on the business
strategy. It is the Remuneration Committee’s intention that the Policy be put to shareholders for approval
every three years unless there is a need for the Policy to be approved at an earlier date.
The Company aims to provide sufficient flexibility in the Policy for unanticipated changes in compensation
practices and business conditions to ensure the Remuneration Committee has appropriate discretion to
retain its top executives who perform. The Remuneration Committee reserves the right to approve any
payments that may be outside the terms of this Policy, where the terms of that payment were agreed before
the Policy came into effect, or before the individual became a director of the Company.
Maximum caps are provided to comply with the required legislation and should not be taken to indicate an
intent to make payments at that level. The maximum caps are valid at the time that the relevant employment
agreement or appointment letter is entered into and the caps may be adjusted to take into account
fluctuations in exchange rates.
§ Remuneration policy table: executive directors
Component
Purpose and link to
strategy
Maximum opportunity
Operation and performance measures
Salary and
Fees
To provide fixed
remuneration at an
appropriate level,
to attract and retain
directors as part of
the overall
compensation
package.
The maximum annual
base combined salary
and fees for executive
directors is €440,000
1
.
The Remuneration
Committee will
consider the factors
set out under the
"Operation" column
when determining the
appropriate level of
base salary within the
Salary is paid on a monthly basis.
The Remuneration Committee takes into
account a number of factors when
setting salaries including:
§ scope and difficulty of the role;
§ skills and experience of the individual;
§ salary levels for similar roles within
the international industry; and
§ pay and conditions elsewhere in the
Group. Salaries are reviewed on an
§
1
Please note that the salary of the CEO for 2025 remains at €440,000.
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
53
Component
Purpose and link to
strategy
Maximum opportunity
Operation and performance measures
formal Policy
maximum.
annual basis, but are not necessarily
increased at each review.
No performance measures.
Annual Bonus
To incentivise and
reward the
achievement of
individual and
business objectives
which are key to
the delivery of the
Company's business
strategy.
The maximum award is
125% of combined
base salary and fees.
The payment of any bonus is at the
discretion of the Board with reference to
the performance year.
§ The Remuneration Committee sets, in
advance, a scorecard with a set of Key
Performance Indicators ("KPIs")
aligned with the Company's strategy.
The measures and the relative
weightings are substantiated by the
Remuneration Committee and aim to
be stretching and to support the
Company's business strategy.
Measures are related to Company
financial performance, operational
performance and the Company’s
health and safety record. In general,
relative weightings of each KPI are
expected not to exceed 50% and not
to be less than 10%.
§ The Remuneration Committee retains
the flexibility to determine and, if it
considers appropriate, change the
KPIs and weightings of the KPIs based
on the outcome of its annual review.
The Remuneration Committee may
also adjust KPIs during the year to
take account of material events, such
as (without limitation) material
corporate events, changes in
responsibilities of an individual and/
or currency exchange rates. Any such
changes will be within the overall
target and maximum payouts
approved in the policy.
§ The KPI targets and specific
weightings in the scorecard are
defined annually early in the year,
once the budget has been approved. A
summary of the KPI targets,
weightings for the KPIs and how far
the KPIs are met will be included
retrospectively each year in the
Implementation Report for the year.
§ All bonuses that may become payable
are subject to malus and clawback
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
54
Component
Purpose and link to
strategy
Maximum opportunity
Operation and performance measures
provisions in the event of material
financial misstatement of the
Company or fraud or material
misconduct on the part of the
executive, as explained further below.
§ 50% of the bonuses that may become
payable must be applied to subscribe
for or acquire shares in the Company
(after the deduction of any income tax
and/ or employee social security
contributions payable). The Company
is proposing to adopt and operate a
Deferred Bonus Plan as a framework
plan for the delivery of shares to
executives, which may be satisfied by
the issue of new shares or transfer of
existing or treasury shares.
§ The Remuneration Committee will
determine whether the remainder of
the bonus shall be paid in cash or
must be applied to subscribe for or
acquire shares (after the deduction of
any income tax and/ or employee
social security contributions payable).
In making its determination as to how
the remainder of the bonus shall be
paid, the Remuneration Committee
may take into account: profitability of
the Company; the executive's
shareholding as measured against any
Company shareholding guidelines;
potential liabilities of the recipients to
income tax and social security
contributions, among other things.
Additional shares representing the
value of dividends payable on the
deferred shares may be paid.
§ The Remuneration Committee may
impose holding periods of up to three
years on any of the shares delivered
pursuant to the annual bonus plan.
§ There are no prescribed minimum
levels of performance in the annual
bonus structure and so it is possible
that no bonus award would be made.
Share
Incentive
Arrangements
To incentivise,
retain and reward
eligible employees
Awards can be made
under the PSP with a
value of up to a
The Company has adopted and operates
the 2018 Performance Share Plan ("PSP")
to replace the 2008 Performance Share
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
55
Component
Purpose and link to
strategy
Maximum opportunity
Operation and performance measures
and align their
interests with those
of the shareholders
of the Company.
maximum of 200% of
base salary and fees or
300% in exceptional
circumstances.
Plan. The PSP offers the opportunity to
earn shares in the Company subject to
the achievement of stretching but
realistic performance conditions.
Performance conditions will be a main
feature of the PSP.
The PSP will be administered by the
Remuneration Committee.
§ Awards can be made under the PSP at
the direction of the Remuneration
Committee within the policy
maximum in the form of contingent
share awards.
§ PSP awards will have a minimum
vesting period of 3 years and, for
directors, the PSP awards have a
further holding period of 2 years
following the end of the vesting
period (subject to any number of
shares that may need to be sold to
meet any income tax and employee
social security contributions due on
vesting).
§ The Remuneration Committee will
develop clear KPIs that aim to align
directors with Company strategy over
time periods in excess of one financial
year. Any performance measures and
targets used for share incentive
awards during 2019 will be relevant
and stretching in line with the overall
strategy of the Company.
§ The Remuneration Committee may
adjust or change the PSP measures,
targets and weightings for new
awards under the PSP to ensure
continued alignment with Company
strategy.
§ PSP awards are subject to malus and
clawback in the event of material
financial misstatement of the
Company or fraud or material
misconduct on the part of the
executive.
§ Upon vesting of an award, the award
holder must pay the nominal value in
respect of each share that vests.
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
56
Component
Purpose and link to
strategy
Maximum opportunity
Operation and performance measures
§ PSP Awards will normally lapse where
the award holder ceases employment
with the Company before vesting. PSP
Awards will not lapse and will vest
immediately if the award holder is
considered to be a Good Leaver
(leaves due to death or disability)
subject to the Remuneration
Committee being satisfied that
performance conditions have been
satisfied or are likely to be satisfied as
at the end of the relevant
performance period. In other
circumstances, the Remuneration
Committee may determine that
awards will not lapse and will
continue to vest at their normal
vesting date, subject to pro-ration to
reflect the period of service during the
performance period and performance
conditions. The Remuneration
Committee has residuary discretions
to disapply pro ration and bring
forward the date of vesting.
§ In the event of a change of control of
the Company, if the acquiring
company agrees, awards will be
exchanged for equivalent awards over
shares in the acquiring company and
continue to vest according to the
original vesting schedule. If the
acquiring company does not agree to
exchange the awards, the awards will
vest at the Committee's absolute
discretion. Awards that vest will be
subject to time pro-ration and
performance conditions.
§ Benefits under the PSP will not be
pensionable.
§ The PSP Plan Limits are set out at Note
2.4 below.
Pension
To provide a
retirement benefit
that will foster
loyalty and retain
Any pension benefits
will be set at an
appropriate level in
line with market
practice, and in no
No performance measures.
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
57
Component
Purpose and link to
strategy
Maximum opportunity
Operation and performance measures
experienced
executive directors.
event will the
contributions paid by
the Company exceed
15% of combined base
salary and fees.
Benefits
To provide a market
competitive level of
benefits to
executive directors.
Any benefits will be set
at an appropriate level
in line with market
practice, and in no
event will the value of
the benefits exceed
15% of combined base
salary and fees.
§ The executive directors are entitled to
private medical insurance and life
assurance cover (of four times the
combined salary and fee) and
directors' and officers' liability
insurance.
§ The Remuneration Committee may
decide to provide other benefits
commensurate with the market. Such
benefits may include (for instance)
company car or allowance, physical
examinations and medical support,
professional advice, assistance with
filling out tax returns and occasional
minor benefits. A tax equalisation
payment may be paid to an executive
director if any part of the
remuneration of the executive
director becomes subject to double
taxation. Tax gross ups may be paid,
where appropriate. The Company
does not, at present, provide other
taxable benefits to the executive
directors.
§ Executive directors are reimbursed for
reasonable business expenses
incurred in the course of carrying out
their duties.
§ No performance measures.
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
58
Notes to the executive directors' remuneration policy table
The Remuneration Committee's philosophy is that remuneration arrangements should be appropriately
positioned to support the Group's business strategy over the longer term and the creation of value for
shareholders. In this context the following key principles are considered to be important:
- remuneration arrangements should align executive and employee interests with those of
shareholders;
- remuneration arrangements should help retain key executives and employees; and
- remuneration arrangements should incentivise executives to achieve short, medium and long-term
business targets which represent value creation for shareholders. Targets should relate to the
Group's performance in terms of overall revenue and profit and the executive's own performance.
Exceptional rewards should only be delivered if there are exceptional returns.
The Remuneration Committee reserves the right to make any remuneration payments (including satisfying
awards of variable remuneration) and payments for loss of office notwithstanding that they are not in line
with the Policy set out above, where the terms of that payment were agreed before the Policy came into
effect, or before the individual became a director of the Company (provided the payment was not in
consideration for the individual becoming a director).
§ Performance measures and targets
(a) Annual Bonus
The performance measures for executive directors comprise of financial measures and
business goals linked to the Company's strategy, which could include financial and non-
financial measures. The business goals are tailored to reflect each executive director's role
and responsibilities during the year. The performance measures are chosen to enable the
Remuneration Committee to review the Company's and the individual's performance against
the Company's business strategy and appropriately incentivise and reward the executive
directors.
Annual bonus targets are set by the Remuneration Committee each year. They are stretching
but realistic targets which reflect the most important areas of strategic focus for the
Company. The factors taken into consideration when setting targets include the Company's
Key Performance Indicators (which are determined annually by the Remuneration
Committee), and the extent to which they are under the control or influence of the executive
whose remuneration is being determined.
Performance is measured over the financial year against the measures and targets set
according to the scorecard. The Remuneration Committee retains the right to exercise its
judgement to adjust the bonus outcome for an individual to ensure the outcome reflects any
other aspects of the Company's performance that become relevant during the financial year.
The Remuneration Committee used Company operational and financial performances and
safety as performance measures for the 2020 scorecard. For years following 2020, the
structure of the annual bonus scorecard will be reviewed by the Remuneration Committee.
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
59
2025 Annual bonus scorecard measures for executive director
40% weighting
50% weighting
Operational performance, such as
production, sales, geographical
diversification, and starting new projects.
Company financial performance, including cash targets and
profit targets.
10% weighting
Indicators of health and safety to
promote the effective risk management
of the Company.
(b) Share Plans
The Remuneration Committee will make the vesting of a Plan award conditional upon the
satisfaction of stretching but realistic performance conditions. These conditions are meant
to achieve a long-term alignment of the executives’ remuneration with the interest of the
shareholders.
EBITDA growth, increase of P1 reserves (in millions boe), and changes to the free cash-flow
are the key KPIs to be used by the Remuneration Committee and will be measured over time
periods of three financial years. The performance measures are chosen to align the
performance of participants with the attainment of financial performance targets over the
vesting period of the award. The targets are set by the Remuneration Committee by
reference to the Company's strategy and business plan and the results achieved at the time
of the vest are determined by the Remuneration Committee.
Under the PSP plan rules, the Board may vary a performance target where it considers that
any performance target to which an award is subject is no longer a true or fair measure of
the participant's performance, provided that the Board must act fairly and reasonably and
that the new performance target is materially no more difficult and no less difficult to satisfy
than the original performance target.
§ Malus and clawback (applicable to bonuses and share awards)
The Remuneration Committee has the discretion to reduce the bonus before payment or require the
executive director to pay back shares or a cash amount in the event of material financial
misstatement of the Company or fraud or material misconduct on the part of the executive. The
amount that may be clawed back on any such event is limited to the value of the bonus, taking into
account the cash paid and the shares delivered to the executive, taking the value of the shares at the
time of the clawback, less any income tax or employee social security contributions paid on the
bonuses.
§ Share ownership guidelines for executives
The Remuneration Committee is planning to implement share ownership guidelines for executive
directors to further align the interests of the executive directors with those of shareholders. The
share ownership guidelines will include an expectation that executive directors build up their
shareholding to 200% of base salary over a period of five years from the later of: the date of adoption
of this policy and the date of appointment.
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
60
Once the shareholding guideline is reached, executive directors would be expected to maintain it.
The intention would be for the shareholding guideline to be reached through the retention of vested
shares from share plans (e.g. the deferred share element of the annual bonus and shares vested
under the PSP). As such, the Remuneration Committee's discretion may be used to increase the
proportion of an annual bonus to be delivered in shares to assist the executive director in meeting
this guideline. The deferred share mechanism in the annual bonus and the design of the PSP will
assist executive directors in reaching the guidelines. Executive directors will not be expected to top
up their shareholding with personal acquisitions of Company shares outside the usual share plans
described in the Policy. The Remuneration Committee will monitor the executive directors'
shareholdings and may adjust the guideline in special individual and Company circumstances, for
example in the case of a share price fall.
§ PSP Plan Limits
The PSP may operate over new issue shares, treasury shares or shares purchased in the market. In
any ten-calendar year period, the Company may not issue (or grant rights to issue) more than:
(a) 10% of the issued ordinary share capital of the Company under the Plan and any other
employee share plan adopted by the Company; and
(b) 5% of the issued ordinary share capital of the Company under the Plan and any other
executive share plan adopted by the Company.
Treasury shares will count as new issue shares for the purposes of these limits unless institutional
investors decide that they need not count. These limits do not include rights to shares which have
been renounced, released, lapsed or otherwise become incapable of vesting, awards that the
Remuneration Committee determines after grant to be satisfied by the transfer of existing shares
and shares allocated to satisfy bonuses (including pursuant to the Deferred Bonus Plan).
§ Remuneration throughout the Group
Differences in the Company's pay policy for executive directors from that applying to employees
within the Group generally reflect the appropriate market rate for the individual executive roles.
§ Remuneration policy table: non-executive directors
Component
Purpose and link
to strategy
Maximum opportunity
Operation and performance
measures
Fees
To provide an
appropriate
reward to attract
and retain high-
calibre
individuals with
the relevant
skills, knowledge
and experience
to progress the
Company
strategy.
§ The maximum annual fees
paid to non-executive
directors is £50,000 for a
non-executive director
role, and £100,000 for the
role of Chairman. An
additional £10,000 will be
paid to the individual
acting as Chairman of the
Audit Committee.
Non-executive directors receive a
standard annual fee, which is paid
on a quarterly basis in arrears.
Additional fees may also be paid to
recognise the additional work
performed by members of any
committees set up by the Board,
and for the role of chair of a
committee.
Fees are reviewed on an annual
basis, but are not necessarily
increased at each review. Fees are
set at a rate that takes into account:
§ market practice for comparative
roles;
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
61
Component
Purpose and link
to strategy
Maximum opportunity
Operation and performance
measures
§ the financial results of the
Company;
§ the time commitment and duties
involved; and
§ the requirement to attract and
retain the quality of individuals
required by the Company.
The remuneration of the non-
executive directors is a matter for
the Board to consider and decide
upon.
There are no performance measures
related to non-executive directors'
fees.
Notes to the Policy Table
The payment policy for non-executive directors is to pay a rate which will secure persons of a suitable calibre.
The remuneration of the non-executive directors is determined by the Board. External benchmarking data
and specialist advisers are used when setting fees, which will be reviewed at appropriate intervals. The
maximum caps are valid at the time that the relevant appointment letter is entered into and the caps may
be adjusted to take into account fluctuations in exchange rates.
Expenses reasonably and wholly incurred in the performance of the role of non-executive director of the
Company may be reimbursed or paid for directly by the Company, as appropriate, and may include any tax
due on the expense.
The non-executive directors' fees are non-pensionable. The non-executive directors have not to date been
eligible to participate in any incentive plans (such as bonuses or share plans); however, the Board considers
that it may be appropriate in the future to enable such participation, subject to suitably stretching
performance thresholds.
Non-executive directors may receive professional advice in respect of their duties with the Company which
will be paid for by the Company. They will be covered by the Company's insurance policy for directors.
§ Recruitment
The Company's policy on the recruitment of directors is to pay a fair remuneration package for the role
being undertaken and the experience of the individual being recruited. The Remuneration Committee
will consider all relevant factors, which include the abilities of the individual, their existing remuneration
package, market practice, and the existing arrangements for the Company's current directors.
The Remuneration Committee will determine that any arrangements offered are in the best interests of
the Company and shareholders and will endeavour to pay no more than is necessary.
The Remuneration Committee intends that the components of remuneration set out in the policy tables,
and the approach to the components as set out in the policy tables, will be equally applicable to new
recruits, i.e. salary, annual bonus, share plan awards, pension and benefits for executive directors, and
fees for non-executive directors. However, the Company acknowledges that additional flexibility may be
required to ensure the Company is in the best position to recruit the best candidate for any vacant roles
and, as such, a buy-out arrangement may be required.
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
62
§ Flexibility
The salary and compensation package designed for a new recruit may be higher or lower than that
applying for existing directors. The Remuneration Committee may decide to appoint a new executive
director to the Board at a lower than typical salary, such that larger and more frequent salary increases
may then be awarded over a period of time to reflect the individual's growth in experience within the
role.
Remuneration will normally not exceed those set out in the policy table above. However, to ensure that
the Company can sufficiently compete with its competitors, the Remuneration Committee considers it
important that the recruitment policy has sufficient flexibility in order to attract and appropriately
remunerate the high-performing individuals that the Company requires to achieve its strategy. As such,
the Remuneration Committee reserves discretion to provide a buy-out arrangement and benefits (such
as a sign-on bonus and additional share awards) in addition to those set out in the policy table (or
mentioned in this section) where the Remuneration Committee considers it reasonable and necessary to
do so in order to secure an external appointment (see below for more detail in relation to buy-out
arrangements).
§ Buy-out arrangements
The Remuneration Committee retains the discretion to enter into buy-out arrangements to compensate
new hires for incentive awards forfeited in joining the Company. The Remuneration Committee will use
its discretion in awarding and setting any such compensation, which will be decided on a case-by-case
basis and likely on an estimated like-for-like basis. In deciding the appropriate type and quantum of
compensation to replace existing awards, the Remuneration Committee will take into account all
relevant factors, including the type of award being forfeited, the likelihood of any performance measures
attached to the forfeited award being met, and the proportion of the vesting period remaining. The
Remuneration Committee will appropriately discount the compensation payable to take account of any
uncertainties over the likely vesting of the forfeited award to ensure that the Company does not, in the
view of the Remuneration Committee, pay in excess of what is reasonable or necessary.
Compensation for awards forfeited may take the form of a bonus payment or a share award. For the
avoidance of doubt, the maximum amounts of compensation contained in the policy table will not apply
to such buy-out arrangements. The Company has not placed a maximum value on the compensation that
can be paid under this section, as it does not believe it would be in shareholders' interests to set any
expectations for prospective candidates regarding such awards.
§ Payments for loss of office
Any compensation payable in the event that the employment of an executive director is terminated will
be determined in accordance the terms of the employment contract between the Company and the
executive, as well as the relevant rules of any share plan and this Policy, and in accordance with the
prevailing best practice.
The Remuneration Committee will consider a variety of factors when considering leaving arrangements
for an executive director and exercising any discretions it has in this regard, including (but not limited to)
individual and business performance during office, the reason for leaving, and any other relevant
circumstances (for example, ill health).
In addition to any payment that the Remuneration Committee may decide to make, the Remuneration
Committee reserves discretion as it considers appropriate to:
(a) pay an annual bonus for the year of departure;
(b) continue providing any benefits for a period of time; and
(c) provide outplacement services.
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
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Non-executive directors are subject to one month notice periods prior to termination of service and are
not entitled to any compensation on termination save for accrued fees as at the date of termination and
reimbursement of any expenses properly incurred prior to that date.
§ Share plan awards
The treatment of any share award on termination will be governed by the PSP rules.
Under the PSP, outstanding share awards held by an individual who ceases to be a director or employee
of the Company will lapse, unless the cessation is due to death, illness, injury or disability, redundancy,
retirement, the Company ceasing to be a member of the Group or the transfer of an undertaking or part
of an undertaking to a person who is not a member of the Group, or the Board exercises its discretion
otherwise.
Under the PSP, the Board has discretion to decide the period of time for which the award will continue,
and whether any unvested award shall be treated as vesting on the date of cessation of employment or
in accordance with the original vesting schedule, in both cases have regard to the extent to which the
performance targets have been satisfied prior to the date of cessation.
For executive directors, the vesting period will be set by the Remuneration Committee with a minimum
three-year period. The Remuneration Committee will (unless the vesting period is set as a period equal
to or longer than five years) impose a holding period on shares (or awards) so that the executive is not
able to sell the shares that the executive director acquires through the PSP until the fifth anniversary of
the date of the award. The holding period will not apply to the number of shares equivalent in value to
the amount required by the Company or the executive director to fund any income tax and employee
social security contributions due on the vesting of the awards or otherwise in connection with the
awards.
§ Executive director employment agreements
This section contains the key employment terms and conditions of the executive directors that could
impact on their remuneration or loss of office payments.
The Company's policy on employment agreements is that executive directors' agreements should be
terminable by either the Company or the director on not more than six months' notice. The employment
agreements contain provision for early termination, among other things, in the event of a breach by the
executive but make no provision for any termination benefits except in the event of a change of control
of the Company, where the executive becomes entitled to a lump sum equal to 24 months' base salary
plus benefits plus (if any), bonus received on termination by the Company. The employment agreements
contain restrictive covenants for a period of 12 months following termination of the agreement. Details
of employment agreements in place as at the date of this report are set out below:
Director
Current agreement start date
Notice period
F Khallouf
15 November 2019
Six months
Directors' employment agreements are available for inspection at the Company's registered office in
London.
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
64
§ Non-executive directors' letters of appointment
This section contains the key terms of the appointments of non-executive directors that could impact on
their remuneration.
Typically, the non-executive directors are appointed by letter of appointment for an initial term of three
years which may be extended. All non-executive directors are subject to annual re-election by the
Company's shareholders and their appointments may be terminated earlier with one month's prior
written notice (or with immediate effect, in the case of specific serious circumstances such as fraud or
dishonesty). On termination of appointment, non-executive directors are usually only entitled to accrued
fees as at the date of termination together with reimbursement of any expenses properly incurred prior
to that date and the company has no obligation to pay further compensation when the appointment
terminates. Non-executive directors' letters of appointment are available for inspection at the
Company's registered office in London.
Non-executive Director
Current agreement start date
Term
Michel Meeus
21 June 2025
Two years
Lilia Jolibois
21 June 2024
Two years
Gilbert Lehmann
20 June 2025
Two years
Charles Mack
21 June 2024
Three years
Thibaut de Gaudemar
21 June 2024
Three years
§ Illustration of the Remuneration Policy
The bar charts below show the levels of remuneration that the CEO could earn over the coming year
under the Policy.
CEO: minimum and maximum remuneration
Notes:
I. The remuneration for an "on-target” scenario is purely illustrative as actual remuneration will depend on how
challenging the target is for the relevant year as well as on the financial conditions of the Company
II. The maximum award under the share incentive plan is 200% which can increase up to 300% (400% in the old
policy) in exceptional circumstances
CADOGAN ENERGY SOLUTIONS PLC
Annual Report on Remuneration 2025
65
The bar chart shows future possible maximum remuneration.
Pension entitlements were provided in 2025.
§ Consideration of shareholder views
The Chairman and executive directors of the Company have a regular dialogue with analysts and
substantial shareholders, which includes the subject of directors' remuneration. The outcome of these
discussions is reported to the Board and discussed in detail both there and during meetings of the
Remuneration Committee.
The Remuneration Committee will take into account the results of the shareholder vote on remuneration
matters when making future remuneration decisions. The Remuneration Committee remains mindful of
shareholder views when evaluating and setting ongoing remuneration strategy.
§ Consideration of employment conditions within the Group
When determining remuneration levels for its executive directors, the Board considers the pay and
employment conditions of employees across the Group. The Remuneration Committee will be mindful
of average salary increases awarded across the Group when reviewing the remuneration packages of the
executive directors.
§ Minor changes
The Remuneration Committee may make, without the need for shareholder approval, minor
amendments to the Policy for regulatory, exchange control, tax or administrative purposes or to take
account of changes in legislation.
Thibaut De Gaudemar
Chairman
17 April 2026
CADOGAN ENERGY SOLUTIONS PLC
Statement of Directors’ Responsibilities
66
Statement of Directors’ Responsibilities in respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with
applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have prepared the group and company financial statements in accordance with UK-adopted
International Accounting Standards. In preparing the Company and Group’s financial statements, the Directors
are required to:
§ properly select and apply accounting policies;
§ make judgements and accounting estimates that are reasonable and prudent;
§ present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
§ state whether applicable UK-adopted International Accounting Standards have been followed, subject
to any material departures disclosed and explained in the financial statements;
§ provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient
to enable users to understand the impact of particular transactions, other events and conditions on
the Company’s and Group’s financial position and financial performance; and
§ make an assessment of the Company’s and Group’s ability to continue as a going concern, prepare the
financial statements on the going concern basis unless it is inappropriate to presume that the Company
and Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company and Group’s transactions and disclose with reasonable accuracy at any time the financial position
of the Company and 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 hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable law and
regulations, the Directors are also responsible for preparing a Strategic Report, Report of the Directors, Annual
Report on Remuneration, Directors’ Remuneration Policy and Corporate Governance Statement that comply
with that law and those regulations. The Directors are responsible for the maintenance and integrity of the
corporate and financial information and statements included on the Company’s website,
www.cadoganenergysolutions.com. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from legislation in other jurisdictions. The directors'
responsibility also extends to the ongoing integrity of the financial statements contained therein.
Responsibility Statement of the Directors in respect of the Annual Report
We confirm to the best of our knowledge:
(1) the financial statements, prepared in accordance with UK-adopted International Accounting Standards in
conformity with the requirements of the Companies Act 2006, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the undertakings included in the consolidation as a
whole; and
(2) the Annual Report, includes a fair review of the development and performance of the business and the
position of the Company and the undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face; and
(3) the annual report and the financial statements, taken as a whole, are fair, balanced and understandable,
and provide the information necessary for the shareholders to assess the Group’s position, performance,
business model and strategy.
On behalf of the Board
Thibaut De Gaudemar
Chairman
17 April 2026
CADOGAN ENERGY SOLUTIONS PLC
Independent auditor’s report to the members of Cadogan Energy Solutions Plc
67
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CADOGAN ENERGY SOLUTIONS PLC
Opinion
We have audited the financial statements of Cadogan Energy Solutions Plc (the ‘Parent Company’) and its
subsidiaries (the Group) for the year ended 31 December 2025 which comprise the Consolidated Income
Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the
Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity, the Company Balance
Sheet, the Company Cash Flow Statement, the Company Statement of Changes in Equity, and Notes to the
Financial Statements, including significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK adopted international accounting standards and, as
regards the Parent company financial statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent
company’s affairs as at 31 December 2025 and of the Group’s loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted
international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with UK
adopted international accounting standards and as applied in accordance with the provisions of the
Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the audit of the financial statements section of our report. We are independent of the Group
in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Our approach to the audit
We tailored the scope of our audit to ensure we performed sufficient work to be able to express an opinion on
the financial statements as a whole, taking into account the structure of the Group and the Parent Company,
its environment, including the group’s system of internal control, and assessing the risks of material
misstatement in the financial statements. We also addressed the risk of management override of internal
controls, including assessing whether there was evidence of bias by the directors that may have represented
a risk of material misstatement.
Group’s revenue generating activities are based in Ukraine representing 100% of the Group’s revenues and
46% of its total assets. We instructed our component audit team in Ukraine to perform a full scope audit of the
Ukrainian sub-group. Based on our scoping assessment the Group consists of four full scope components,
including the Ukrainian sub-group, and two limited scope components.
The audit of the Ukrainian sub-group was performed by Crowe Erfolg in Ukraine under the supervision and
direction of the Group audit team, as described in more detail below. The remaining full scope components
namely Cadogan Energy Solutions Plc (the Parent Company), Cadogan Petroleum Holdings Limited, Cadogan
Energy Holdings Limited as well as the limited scope components Cadogan Petroleum Holdings B.V. and
Exploenergy S.R.L were audited directly by the Group audit team.
CADOGAN ENERGY SOLUTIONS PLC
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Our involvement with the component auditors
As part of our supervision and direction of the component audit team, we determined the level of involvement
needed in order to be able to conclude whether sufficient appropriate audit evidence has been obtained in
respect of the Ukraine sub-group as a basis for our opinion on the Group financial statements as a whole. Our
involvement with the component auditors included the following:
• We issued detailed Group reporting instructions to the component auditor, which included the
significant areas to be covered by the audit (including areas that were considered to be key audit
matters as detailed below) and set out the information required to be reported to the Group audit team.
• Due to the travel restrictions resulting from the ongoing war in the Ukraine, the Group audit
engagement partner and senior members of the Group audit engagement team were unable to visit
Ukraine to meet with the component management and the component audit team during the audit.
Accordingly, we performed a remote review of the component audit files in Ukraine using appropriate
technologies and held regular calls and video conferences with local management and component
audit team during the audit.
• The Group audit team performed reviews of relevant working papers and undertook additional
procedures where necessary in respect of the significant risk areas that represented Key Audit Matters
for the group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the audit engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matters
How our scope addressed this matter
Carrying value of Development and
Production assets
Refer to pages 85 (note 3 Significant
accounting policies) and 98 (note 17 Property,
plant and equipment).
As at 31 December 2025 the Group held
development and production assets with a
carrying value of $5.3m (2024: $4.5m).
Management has performed an impairment
review of development and production assets
and concluded that no impairment is required.
The assessment of the recoverable amount of
the development and production assets
required judgments and estimates by
management regarding the inputs applied in the
models including future oil prices, production
forecasts, estimates of reserves, operating and
development costs and discount rates.
The carrying value of the Group’s development
and production assets was therefore
considered to be a key audit matter.
• We critically assessed management’s
impairment assessment which was
based on the value in use model (ViU).
• We challenged the key judgements and
estimates made by management,
including forecast oil prices and the
production output levels.
• We critically assessed management’s
assumptions in estimating the discount
rate used.
• We compared forecast production
included in the model to the most recent
geological and economic evaluation
report produced by the management’s
external expert.
• We assessed the independence and
competence of management’s external
expert.
• We held discussions with operational
management to evaluate the basis of
production forecasts associated with
wells, considered the historical impact of
such activities and evaluated the extent
to which appropriate costs were included
in the forecasts.
• We performed sensitivity analysis on the
impairment model to establish the
CADOGAN ENERGY SOLUTIONS PLC
Independent auditor’s report to the members of Cadogan Energy Solutions Plc
69
impact of possible changes of the key
assumptions and estimates.
• We reviewed the adequacy of the
disclosures in the financial statements in
accordance with IAS 36.
Based on our procedures performed we are
satisfied that that there was no impairment of
development and production assets and that the
associated disclosures included in the financial
statements are appropriate.
Carrying value of Power Generation assets
Refer to pages 85 (note 3 Significant
accounting policies) and 98 (note 17 Property,
plant and equipment).
As at 31 December 2025 the Group held power
generation assets as construction in progress
with a carrying value of $8.5m (2024: $0.7m).
Management has performed an impairment
review of power generation assets and
concluded that no impairment is required.
The assessment of the recoverable amount of
the power generation assets required
judgments and estimates by management
regarding the inputs applied in the models
including future electricity prices and cost of
gas, output capacity and discount rates.
The carrying value of the Group’s power
generation assets was therefore considered to
be a key audit matter.
• We critically assessed management’s
impairment assessment which was
based on the value in use model (ViU).
• We challenged the key judgements and
estimates made by management,
including forecast electricity prices, gas
costs and output capacity.
• We critically assessed management’s
assumptions in estimating the discount
rate used.
• We held discussions with operational
management to evaluate the basis of
forecast production capacity, electricity
prices, gas costs and the extent to which
appropriate costs were included in the
forecasts.
• We performed sensitivity analysis on the
impairment model to establish the
impact of possible changes of the key
assumptions and estimates.
• We reviewed the adequacy of the
disclosures in the financial statements in
accordance with IAS 36.
Based on our procedures performed we are
satisfied that that there was no impairment of
power generation assets and that the associated
disclosures included in the financial statements
are appropriate
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds
for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures, both individually and in aggregate on the financial
statements as a whole. Based on our professional judgement, we determined materiality for the financial
statements as follows:
The Group
The Parent Company
Overall group
materiality
$ 560,000 (2024: $470,000)
$325,000 (2024: $300,000)
Basis of
determining
materiality
2.0% of net assets (2024:
1.5% of total assets)
1.75% of net assets restricted to $325,000 (2024:
1.5% of total assets restricted to $300,000)
CADOGAN ENERGY SOLUTIONS PLC
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Rationale for the
benchmark
applied
When determining materiality, we determine an appropriate percentage of our chosen
benchmark, with the choice of an appropriate benchmark as our starting point.
This year, we reassessed the basis used to determine materiality. Given that the Group
holds a significant level of operating assets, including power generation assets and
development and production assets, we consider that an asset-based benchmark
continues to be the most appropriate financial metric for users of the financial
statements. During the year, the Group also obtained external financing to fund the
acquisition of power generation assets. Based on our professional judgement, we
concluded that a net assets benchmark is appropriate.
Performance
materiality
$280,000 (2024: $235,000)
$162,500 (2024: $150,000)
Basis for
performance
materiality
We use performance materiality to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds overall
materiality.
Specifically, we use performance materiality in determining the scope of our audit and
the nature and extent of our testing of account balances, classes of transactions and
disclosures, for example in determining sample sizes.
Our performance materiality was 50% of overall materiality, amounting to £280,000 for
the Group financial statements and $162,500 for the Company
financial statements.
When considering the level at which to set performance materiality, we considered a
number of factors, including the risk assessment and aggregation risk, the effectiveness
of controls and our knowledge of the business.
We agreed with the Board and Audit Committee that we would report to them misstatements identified during
the audit greater than 5% of overall materiality. We also agreed to report differences below this threshold that,
in our view, warranted reporting on qualitative grounds.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the Group’s and the Parent Company’s ability to continue to adopt the going concern basis of
accounting included:
• We obtained budget, going concern assessment and the cash flow forecast prepared by
management and approved by the Board.
• We critically assessed the going concern paper and the forecast taking into account key
assumptions and various scenarios prepared by management and the impact they would have on
the Group’s ability to continue operating as a going concern.
• We performed sensitivity assessments over the key assumptions in the forecast including the impact
of severe but plausible scenarios and severe but unlikely downside scenarios and extended these
beyond the 12 months from the date of approval of these financial statements to assess the Group’s
ability to continue as a going concern.
• We compared production forecasts to historical trends and considered the oil price assumptions
against consensus market prices and historical discount levels between crude oil prices and the local
market. We also compared forecast costs with historical expenditure.
• As part of our sensitivity assessment of budget and forecast we critically assessed key assumptions
used including, oil production volumes, oil prices, operating expenditure and capital expenditure,
impact of geopolitics. We considered the level of headroom available and mitigating actions available
to management.
• We reviewed the adequacy of the disclosures in the financial statements in respect of going concern
against the requirements of UK-adopted international accounting standards.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s and Parent company's
CADOGAN ENERGY SOLUTIONS PLC
Independent auditor’s report to the members of Cadogan Energy Solutions Plc
71
ability to continue as a going concern for a period of at least twelve months from when the financial statements
are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Emphasis of Matter
We draw attention to Note 3(b) on page 80 to the financial statements which describes the uncertainty related
to the outcome of the ongoing war in Ukraine. The Group has included various scenarios that take into account
the ongoing war in the Ukraine in its cash flow projections. However, due to the unpredictable outcome, length,
scale and extent of the conflict its impact on the Group and the Company cannot be predicted with any
certainty. Our opinion is not modified in respect of this matter.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information contained
within the annual report. Our opinion on the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether there
is a material misstatement in the financial statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the 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
In the light of the knowledge and understanding of the Group and the Parent Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the
Directors’ report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’ remuneration report to be
audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit; or
• a corporate governance statement has not been prepared by the Parent Company.
CADOGAN ENERGY SOLUTIONS PLC
Independent auditor’s report to the members of Cadogan Energy Solutions Plc
72
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 66, 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 the 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
the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the FRC’s website at
https://wwww.frc.org.uk/auditors/auditor-assurance/auditor-s-responsibilities-for-the-audit-of-the-
fi/description-of-the-auditor's-responsibilities-for
This description forms part of our auditor’s report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of
the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed
risks of material misstatement due to fraud, through designing and implementing appropriate responses to
those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during
the audit. However, the primary responsibility for the prevention and detection of fraud rests with both
management and those charged with governance of the company.
Based on our understanding of the Group and its operations, we identified the principal risks of non-compliance
with laws and regulations related to UK and Ukrainian tax legislation, employment and health and safety
regulations, and licensing regulations and we considered the extent to which non-compliance might have a
material effect on the financial statements. We also considered those laws and regulations that have a direct
impact on the financial statements such as UK adopted International Accounting Standards, the Companies
Act 2006, the Listing Rules and the Disclosure and Transparency Rules.
• We obtained an understanding of how the Group and the Parent Company complies with these
requirements by discussions with management and those charged with governance;
• Based on this understanding, we designed specific appropriate audit procedures to identify instances
of non-compliance with laws and regulations. This included making enquiries of management and
those charged with governance and obtaining additional corroborative evidence as required.
• We inquired of management and those charged with governance as to any known instances of non-
compliance or suspected non-compliance with laws and regulations.
CADOGAN ENERGY SOLUTIONS PLC
Independent auditor’s report to the members of Cadogan Energy Solutions Plc
73
• We performed a review of external press releases;
• We assessed the risk of material misstatement of the financial statements, including the risk of material
misstatement due to fraud and how it might occur, by holding discussions with management and those
charged with governance.
• We challenged assumptions and judgements made by management in relation to the estimates made
in respect of development and production assets.
• Identifying and testing journal entries, in particular any journal entries posted with unusual account
combinations, and unusual users.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that are not closely related to events and transactions
reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,
for example, forgery or intentional misrepresentations, or through collusion.
Other matters which we are required to address
We were appointed by the Board of Directors on 17 February 2023 to audit the financial statements for the
year ended 31 December 2022. Our total uninterrupted period of engagement is four years, covering the year
ended 31 December 2022 to the year ended 31 December 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent
Company and we remain independent of the Group and the Parent Company in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the 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 for no purpose other than to draw to the
attention of the company’s members those matters which we are required to include in an auditor’s report
addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any
party other than the company and company’s members as a body, for our work, for this report, or for the
opinions we have formed.
[Signature] 17 April 2026
for and on behalf of Moore Kingston Smith LLP , Statutory Auditor
9 Appold Street
London
EC2A 2AP
CADOGAN ENERGY SOLUTIONS PLC
Consolidated Income Statement
For the year ended 31 December 2025
74
2025 | 2024 | ||
Notes | $’000 | $’000 | |
CONTINUING OPERATIONS | |||
Revenues | 6 | ||
Cost of sales | 7 | ( | ( |
Gross profit | |||
Administrative expenses | 8 | ( | ( |
Adjustments to end of concession obligations for E&E assets | 16 | ( | ( |
Reversal of impairment of other assets | 9 | ||
Impairment of other assets | 9 | ( | ( |
Other operating expenses, net | 10 | ( | ( |
Net foreign exchange gain/(loss) | ( | ||
Operating loss | ( | ( | |
Loss on Proger loan, net | 13 | ( | |
Finance income, net | 13 | ||
Loss before tax | ( | ( | |
Taxation | 14 | ( | |
Loss for the year | ( | ( | |
Attributable to: | |||
Owners of the Company | ( | ( | |
Non-controlling interest | ( | ||
( | ( | ||
Loss per Ordinary share | Cents | Cents | |
Basic and diluted | 15 | ( | ( |
CADOGAN ENERGY SOLUTIONS PLC
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
75
2025 | 2024 | |
$’000 | $’000 | |
Loss for the year | ( | ( |
Other comprehensive loss | ||
Items that may be reclassified subsequently to profit or loss: | ||
Unrealised currency translation differences | ( | ( |
Other comprehensive loss | ( | ( |
Total comprehensive loss for the year | ( | ( |
Attributable to: | ||
Owners of the Company | ( | ( |
Non-controlling interest | ( | |
( | ( |
CADOGAN ENERGY SOLUTIONS PLC
Consolidated Balance Sheet
As at 31 December 2025
76
The notes on pages 79 to 111 form an integral part of these financial statements.
2025 | 2024 | ||
Notes | $’000 | $’000 | |
ASSETS | |||
Non-current assets | |||
Intangible exploration and evaluation assets | 16 | ||
Property, plant and equipment | 17 | ||
Prepayments for non-current assets | 17 | ||
Other financial assets | 21 | ||
Right-of-use assets | 24 | ||
Current assets | |||
Inventories | 19 | ||
Trade and other receivables | 20 | ||
Loan receivable at amortised cost | 29 | ||
Cash and cash equivalents | 21 | ||
Total assets | |||
LIABILITIES | |||
Non-current liabilities | |||
Interest-bearing loans and borrowings | 22 | ( | |
Long-term lease liability | 24 | ( | ( |
Provisions | 26 | ( | ( |
( | ( | ||
Current liabilities | |||
Short-term portion of long-term borrowings | 22 | ( | |
Trade and other payables | 25 | ( | ( |
Short-term lease liability | 24 | ( | ( |
Current provisions | 26 | ( | ( |
( | ( | ||
Total liabilities | ( | ( | |
NET ASSETS | |||
EQUITY | |||
Share capital | 27 | ||
Share premium | |||
Retained earnings | |||
Cumulative translation reserves | ( | ( | |
Other reserves | 28 | ||
Equity attributable to owners of the Company | |||
Non-controlling interest | ( | ||
TOTAL EQUITY |
CADOGAN ENERGY SOLUTIONS PLC
Consolidated Cash Flow Statement
For the year ended 31 December 2025
77
2025 | 2024 | ||
Note | $’000 | $’000 | |
Operating loss | ( | ( | |
Adjustments for: | |||
Depreciation and depletion of property, plant and equipment, and right-of-use | 17,24 | ||
assets | |||
Changes in provision of oil and gas assets | 16 | ||
Impairment of inventories | 9 | ||
Impairment of receivables | 9 | ||
Reversal of impairment of VAT recoverable | 9,20 | ( | ( |
Effect of foreign exchange rate changes | ( | ||
Operating cash (outflow)/inflow before movements in working capital | ( | ||
Decrease in inventories | ( | ||
Increase in receivables | ( | ( | |
Increase in payables | ( | ||
Cash (used)/generated by operations | ( | ||
Income tax paid | ( | ( | |
Net cash (outflow)/inflow from operating activities | ( | ||
Investing activities | |||
Purchases of property, plant and equipment | ( | ( | |
Purchase of intangible exploration and evaluation assets | ( | ||
Acquisition of other assets | ( | ||
Interest received | |||
Net cash used in investing activities | ( | ( | |
Financing activities | |||
Proceeds from bank loans | |||
Increase in other financial assets | 21 | ( | |
Loan interest paid | ( | ||
Repayment of issued loan | |||
Repayment of lease liability | ( | ( | |
Net cash from/(used in) financing activities | ( | ||
Net (decrease)/increase in cash | ( | ||
Effect of foreign exchange rate changes | ( | ||
Cash at beginning of year | |||
Cash at end of year |
CADOGAN ENERGY SOLUTIONS PLC
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
78
Equity | |||||||||
attributable | |||||||||
Share | Cumulative | to owners of | Non- | ||||||
Share premium | Retained | translation | Other | controlling the | |||||
capital | account | earnings | reserves reserves | Company | interest | Total | |||
$’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | ||
As at 1 January 2024 | ( | ||||||||
Net loss for the year | ( | ( | ( | ||||||
Other comprehensive loss | ( | ( | ( | ||||||
Total comprehensive loss | ( | ( | ( | ( | |||||
for the year | |||||||||
As at | ( | ||||||||
Net loss for the year | ( | ( | ( | ( | |||||
Other comprehensive loss | ( | ( | ( | ||||||
Total comprehensive loss | ( | ( | ( | ( | ( | ||||
for the year | |||||||||
Issue of ordinary shares | |||||||||
As at | ( | ( | |||||||
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
79
2. Adoption of new and revised Standards
IFRS accounting standards | Effective | periods | |
beginning on or after | |||
Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures: | 1 January 2026 | ||
Classification and Measurement of Financial Instruments | |||
Amendments to IFRS 9 and IFRS 7: Power Purchase Agreements (PPAs), Contracts | 1 January 2026 | ||
Referencing Nature-dependent Electricity | |||
Annual Improvements to IFRS Accounting Standards (Volume 11) | 1 January 2026 | ||
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
80
3. Significant accounting policies
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
81
3. Significant accounting policies (continued)
(c) Basis of consolidation (continued)
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
82
3. Significant accounting policies (continued)
Year ended 31 December 2025 | Year ended 31 December 2024 | |||||
GBP/USD | EURO/USD | USD/UAH | GBP/USD | EURO/USD | USD/UAH | |
Closing rate | 1.3457 | 1.1741 | 42.6289 | 1.25369 | 1.0388 | 42.3997 |
Average rate | 1.3189 | 1.1305 | 41.9364 | 1.2782 | 1.0821 | 40.4528 |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
83
3. Significant accounting policies (continued)
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
84
3. Significant accounting policies (continued)
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
85
3. Significant accounting policies (continued)
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
86
3. Significant accounting policies (continued)
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
87
3. Significant accounting policies (continued)
(n) Financial instruments (continued)
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
88
3. Significant accounting policies (continued)
4. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group’s accounting policies, which are described in note 3, the Directors are required
to make judgements, estimates and assumptions about the carrying amounts of the assets and liabilities that
are not readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. 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 revision affects only that period or in the
period of the revision and future periods if the revision affects both the current and future periods.
The following are the critical judgements and estimates that the Directors have made in the process of applying
the Group’s accounting policies and that have the most significant effect on the amounts recognised in the
financial statements.
Critical judgements and estimates
(a) Impairment of development and production assets
Management assesses its development and production assets for impairment indicators and if indicators of
impairment are identified performs an impairment test. Management performed an impairment assessment
using a discounted cash flow model which required estimates including forecast oil prices, reserves and
production, costs and discount rates (note 17).
This test compares the carrying value of the assets at the reporting date with the expected discounted cash
flows from each project prepared under the fair value less cost of disposal approach. For the discounted cash
flows to be calculated, management has used a production profile based on its best estimate of proven reserves
of the assets and a range of assumptions, including an internal oil and gas price profile benchmarked to mean
analysts’ consensus and third party estimates and a discount rate which, taking into account other assumptions
used in the calculation, management considers to be reflective of the risks.
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
89
4. Critical accounting judgements and key sources of estimation uncertainty (continued)
This assessment involves judgement as to (i) the likely commerciality of the asset, (ii) proven (‘1P’) reserves
which are estimated using standard recognised evaluation techniques (iii) future revenues and estimated
development costs pertaining to the asset, (iv) the discount rate to be applied for the purposes of deriving a
recoverable value including estimates of the relevant levels of risk premiums applied to the assets.
The carrying value of development and production assets at 31 December 2025 was $4 million. No impairment
was identified.
(b) Impairment of power generation assets
Management assesses power generation assets of the Company for impairment indicators and if indicators of
impairment are identified performs an impairment test. Management performed an impairment assessment
using a discounted cash flow model which required estimates including forecast of electricity prices, production
volume, costs and discount rates (note 17).
This test compares the carrying value of the assets at the reporting date with the expected discounted cash
flows from each project prepared under the fair value less cost of disposal approach. For the discounted cash
flows to be calculated, management has used a production expectation based on its best estimate and a
discount rate, taking into account other assumptions used in the calculation, management considers to be
reflective of the risks.
This assessment involves judgement as to (i) the likely commerciality of the asset, (ii) future revenues and
operational costs, (iii) the discount rate to be applied for the purposes of deriving a recoverable value including
estimates of the relevant levels of risk premiums applied to the assets.
The carrying value of power generation assets at 31 December 2025 was $9 million. No impairment was
identified.
(c) Recoverability and measurement of VAT
Judgment is required in assessing the recoverability of VAT assets and the extent to which historical impairment
provisions remain appropriate, particularly noting the recent recoveries against historically impaired VAT. In
forming this assessment, the Group considers the nature and age of the VAT, the likelihood of eligible future
supplies to VAT, the pattern of recoveries and risks and uncertainties associated with the operating
environment (note 9).
Historically, the general volume of accumulated VAT credit was fully reserved as there were no permanent
sources of its utilisation yet (at 31 December 2025: $0.7 million). However, over the course of the year, the
Group managed to realise $63,000, and the reserve was accordingly reversed (note 9). Starting in 2026, the
new electricity generation initiative is set to provide a dynamic solution for utilising the accumulated VAT credit,
enabling its realisation within the first year of the project's operation.
(d) Proger loan recoverability
The recoverability of the carrying value of the loan to PMP represented a significant accounting judgment. In
making their assessment over estimated recoverability of the loan, management considered the Settlement
Agreement signed with Proger in December 2024. As a result, management concluded that $10.4 million
represents its best estimate of recoverable amount as at the beginning of 2025. For further details please refer
to note 29.
(e) Well services and rental agreements
The Group’s well rental arrangements in Ukraine for oil and gas extraction activities are outside of the scope of
IFRS 16. Judgment was required in forming this assessment, based on analysis of the scope of IFRS 16 and the
nature of the well rental arrangements. This assessment focused on the extent to which the rental agreements
provided access to sub-surface well structures to extract hydrocarbons versus surface level infrastructure for the
transport and processing of extracted hydrocarbons.
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
90
4. Critical accounting judgements and key sources of estimation uncertainty (continued)
(f) Deferred tax assets
Deferred tax assets and liabilities require management judgement in determining the amounts to be recognised.
In particular, significant judgement is used when assessing the extent to which deferred tax assets should be
recognised, with consideration given to the timing and level of future taxable income in the relevant tax
jurisdiction.
Deferred tax assets are recognised only to the extent it is considered probable that those assets will be
recoverable. This involves an assessment of when those deferred tax assets are likely to reverse, and a
judgement as to whether or not there will be sufficient taxable profits available to offset the tax assets when
they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain.
To the extent assumptions regarding future profitability change, there can be an increase or decrease in the level
of deferred tax assets recognised that can result in a charge or credit in the period in which the change occurs.
(g) Determination of oil and gas reserves
Proven oil and gas reserves is the expected quantity of crude oil, natural gas and gas condensate liquids, the
geological and engineering features of which reliably indicate that such reserves can be produced from known
deposits within future years under existing economic and operating conditions. Proven developed reserves are
reserves that are expected to be produced through the use of existing wells using existing equipment and
operating methods. The determination of the level of oil and gas reserves is inherently characterised by
uncertainty and requires the use of professional judgment and periodic revisions in the future. All proven
reserves are subject to revision in accordance with new information regarding exploration drilling, production
activity or changes in economic factors, including commodity prices, contract terms and exploration plans.
Accordingly, financial and accounting estimates based on proven reserves are also subject to changes.
Changes in the level of proven developed reserves, affect the depreciation charges recognised in the financial
statements in the property, plant and equipment item related to development and production assets. Such
changes, for example, can be both the result of production and revision of estimates. A reduction in proven
developed reserves will increase depreciation charges (provided constant production) and will also increase
costs.
The last independent valuation of the Group's oil and gas reserves was carried out as at 31 December 2023.
(h) Depreciation of wells related to hydrocarbon production
Wells related to the production of hydrocarbons (hereinafter referred to as "Wells") are depreciated using the
unit of production method. The cost of Wells is depreciated based on the available reserves of the relevant
hydrocarbons categories (proven developed produced), estimated in accordance with the standards of the
Petroleum Resources Management System (PRMS), prepared by the Oil and Gas Reserves Committee of the
Society of Petroleum Engineers (SPE).
(i) Depreciation of special subsoil use permits related to hydrocarbon extraction
Special permits for the subsoil use, which grant the right to extract hydrocarbons (hereinafter referred to as the
"Permit"), are depreciated using the unit of production method. The cost of the Permit is depreciated based on
the volumes of available reserves of the relevant hydrocarbons of the proved, probable and possible categories
assessed in accordance with SPE-PRMS.
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
91
4. Critical accounting judgements and key sources of estimation uncertainty (continued)
(j) Decommissioning costs
The provision for asset decommissioning represents the present value of costs of decommissioning oil and gas
facilities that are expected to be incurred in the future (Note 26). These provisions were recognised based on
the Company's internal estimates. The underlying estimates include future market prices for the required
decommissioning costs and are based on market conditions and factors, as well as a discount rate. An additional
uncertainty relates to the deadline of decommissioning costs, which depend on the field depletion, future oil
and gas prices and, as a result, the expected point in time when future economic benefits from production are
not expected to be realised. Changes in these estimates may result in changes in the provisions recognised in
the Statement of financial position.
5. Segment information
Segment information is presented on the basis of management’s perspective and relates to the parts of the
Group that are defined as operating segments. Operating segments are identified on the basis of internal
reports provided to the Group’s chief operating decision maker (“CODM”). The Group has identified its senior
management team as its CODM and the internal reports used by the senior management team to oversee
operations and make decisions on allocating resources serve as the basis of information presented. These
internal reports are prepared on the same basis as these consolidated financial statements.
Segment information is analysed on the basis of the type of activity, products sold, or services provided. In 2025,
the majority of the Group’s operations and all Group’s revenues are located within Ukraine. Segment
information is analysed on the basis of the types of goods supplied by the Group’s operating divisions. The
Group’s reportable segments under IFRS 8 are therefore as follows:
Exploration and Production
§ E&P activities on the exploration and production licences for natural gas, oil and condensate.
Trading
§ Import of natural gas from European countries; and
§ Local purchase and sales of natural gas operations with physical delivery of natural gas.
The accounting policies of the reportable segments are the same as the Group’s accounting policies described
in note 3. Sales between segments are carried out at rates considered to approximate market prices. The
segment result represents operating profit under IFRS before unallocated corporate expenses. Unallocated
corporate expenses include management remuneration, representative expenses and expenses incurred in
respect of the maintenance of office premises. This is the measure reported to the CODM for the purposes of
resource allocation and assessment of segment performance. The Group does not present information on
segment assets and liabilities as the CODM does not review such information for decision-making purposes.
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
92
5.Segment information (continued)
As at 31 December 2025 and for the year then ended the Group’s segmental information was as follows:
Exploration | Trading | Consolidated | |
and Production | |||
$’000 | $’000 | $’000 | |
Sales of hydrocarbons | 5,462 | 317 | 5,779 |
Other revenue | 13 | - | 13 |
Sales between segments | - | - | - |
Total revenue | 5,475 | 317 | 5,792 |
Cost of sales | (4,307) | (243) | (4,550) |
Administrative expenses | (497) | - | (497) |
Impairment of other assets | (33) | - | (33) |
Adjustments of end of concession | (66) | - | (66) |
obligations for E&E assets | |||
Other operating loss, net | (52) | - | (52) |
Reversal of impairment of other assets | 63 | - | 63 |
Finance income (1) | 312 | 312 | |
Segment results | 895 | 74 | 969 |
Corporate administrative expenses | (3,466) | ||
Finance income/costs, net | 258 | ||
Net foreign exchange profit | 1,099 | ||
Loss before tax | (1,140) |
(1) Net finance income includes $312 thousand of interest on cash deposits in Ukraine.
As at 31 December 2024 and for the year then ended the Group’s segmental information was as follows:
Exploration | Trading | Consolidated | |
and Production | |||
$’000 | $’000 | $’000 | |
Sales of hydrocarbons | 9,119 | - | 9,119 |
Other revenue | 33 | - | 33 |
Sales between segments | - | - | - |
Total revenue | 9,152 | - | 9,152 |
Cost of sales | (5,047) | - | (5,047) |
Administrative expenses | (378) | - | (378) |
Impairment of other assets | (39) | - | (39) |
Adjustments of end of concession | (6) | - | (6) |
obligations for E&E assets | |||
Other operating income, net | (19) | - | (19) |
Reversal of impairment of other assets | 39 | - | 39 |
Finance income (1) | 507 | - | 507 |
Segment results | 4,209 | - | 4,209 |
Corporate administrative expenses | (3,144) | ||
Finance income/costs, net | (5,405) | ||
Net foreign exchange loss | (1,123) | ||
Loss before tax | (5,463) |
(1) Net finance income includes $507 thousand of interest on cash deposits in Ukraine.
Property, plant and equipment related to Exploration and Production segment are disclosed in the note 17.
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
93
6. Revenue
2025 | 2024 | |
$’000 | $’000 | |
Sale of oil (production) – point in time | 5,475 | 9,152 |
Sale of gas (trading) – point in time | 317 | - |
Total | 5,792 | 9,152 |
Revenue is generated in Ukraine. Refer to note 3(e) for details of the performance obligations. Service
revenue and associated contract assets and liabilities are immaterial.
Information about major customers
88% of production business segment revenue arose from sales to three largest customers. Each of them
contributed more than 10% of the total revenue of the production business segment revenue for the year
ended 31 December 2025.
79% of prior year production business segment revenue arose from sales to five largest customers. Three of
them contributed more than 10% of the total revenue of the production business segment revenue for the
year ended 31 December 2024.
2025 | 2024 | |
$’000 | $’000 | |
Subsoil tax | 2,228 | 2,804 |
Depreciation | 633 | 718 |
Well rent | 583 | 870 |
Staff cost | 325 | 232 |
Natural Gas cost | 243 | (47) |
Machinery services | 117 | 110 |
Electricity | 112 | 100 |
Materials cost | 100 | 102 |
Security services | 73 | 69 |
Insurance | 18 | 22 |
Other expenses | 118 | 67 |
Total | 4,550 | 5,047 |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
94
2025 | 2024 | |
$’000 | $’000 | |
Staff | 1,911 | 2,126 |
Professional fees | 1,162 | 746 |
Insurance | 190 | 170 |
Bank charges | 157 | 26 |
Depreciation | 135 | 124 |
IT and communication | 64 | 53 |
Office costs including utilities and maintenance | 56 | 57 |
Travelling | 44 | 37 |
Cars and travel | 43 | 28 |
Other | 203 | 155 |
Total | 3,965 | 3,522 |
2025 | 2024 | |
$’000 | $’000 | |
VAT recoverable | 63 | 39 |
Reversal of impairment of other assets | 63 | 39 |
2025 | 2024 | |
$’000 | $’000 | |
Inventories | (32) | (28) |
Other receivables | (1) | (11) |
Impairment of other assets | (33) | (39) |
2025 | 2024 | |
$’000 | $’000 | |
Other expenses | 50 | 19 |
Total | 50 | 19 |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
95
2025 | 2024 | |
$’000 | $’000 | |
Audit fees | ||
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts | 268 | 255 |
Fees payable to the Company’s auditor for other services to the Group: | ||
- The audit of the Company’s subsidiaries | 16 | 8 |
Total audit fees | 284 | 263 |
12. Staff costs
The average monthly number of employees (including Executive Directors) was:
2025 | 2024 | |
Number | Number | |
Executive Director | 1 | 1 |
Other employees | 76 | 75 |
Total | 76 |
$’000 | $’000 | |
Their aggregate remuneration comprised: | ||
Wages and salaries | 1,920 | 1,566 |
Provision for bonus | - | 260 |
Provision for bonus granted in shares | - | 260 |
Social security costs | 240 | 193 |
Pension costs | 76 | 79 |
Total | 2,236 | 2,358 |
2025 | 2024 | |
$’000 | $’000 | |
Interest income on cash deposits in United Kingdom | 353 | 292 |
Interest income on cash deposits in Ukraine | 312 | 507 |
Total interest income on financial assets | 665 | 799 |
Interest on lease | (19) | (22) |
Interest on bank loan | (55) | - |
Unwinding of discount on decommissioning provision (note 26) | (21) | (18) |
Total | 570 | 759 |
2025 | 2024 | |
$’000 | $’000 | |
Interest on loan (note 29) | 116 | 1,515 |
Total interest income on financial assets | 116 | 1,515 |
Impairment of loan | (116) | (7,172) |
Total | - | (5,657) |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
96
2025 | 2024 | |
$’000 | $’000 | |
Current tax | - | 434 |
Deferred tax | - | 335 |
Total | - | 769 |
2025 | 2024 | |
$’000 | $’000 | |
Loss before tax | (1,140) | (5,463) |
Tax credit at Ukraine corporation tax rate of 18% (2024: 18%) | (205) | (1,031) |
Permanent differences | 572 | 1,353 |
Unrecognised tax losses generated in the year | 259 | 835 |
Reversal of deferred tax assets | - | (335) |
Effect of different tax rates | (626) | (101) |
- | 721 | |
Adjustments recognised in the current year in relation | ||
with the current tax of prior years | - | 48 |
Income tax expense recognised in profit or loss | - | 769 |
15. Loss per Ordinary share
Basic loss per Ordinary share is calculated by dividing the net loss for the year attributable to owners of the
Company by the weighted average number of Ordinary shares outstanding during the year. In 2025 and 2024
the Group generated a loss and therefore there is no difference between basic and diluted EPS.
2025 | 2024 | |
Loss attributable to owners of the Company | $’000 | $’000 |
Loss for the purposes of basic loss per share being net loss attributable to owners of the Company | (1,140) | (6,232) |
Number | Number | |
Number of shares | ‘000 | ‘000 |
Weighted average number of Ordinary shares used in calculation of earnings per share: | ||
Basic | 250,342 | 244,128 |
Diluted | 250,342 | 244,128 |
Cent | Cent | |
Loss per Ordinary share | ||
Basic and diluted | (0.45) | (2.55) |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
97
Ukraine | Italy | |
Cost | $’000 | $’000 |
At 1 January 2024 | 6,459 | - |
Additions | - | - |
Disposals | - | - |
Change in estimate of decommissioning assets (note 25) | 6 | - |
Exchange differences | (617) | - |
At 1 January 2025 | 5,848 | - |
Additions | - | 497 |
Disposals | - | - |
Change in estimate of decommissioning assets (note 25) | 55 | - |
Reclassification of fixed assets | 11 | - |
Exchange differences | (32) | - |
At 31 December 2025 | 5,882 | 497 |
Impairment | ||
At 1 January 2024 | 6,459 | - |
Change in estimate of decommissioning assets (note 25) | 6 | - |
Exchange differences | (617) | - |
At 1 January 2025 | 5,848 | - |
Additions | 11 | - |
Change in estimate of decommissioning assets (note 25) | 55 | - |
Exchange differences | (32) | - |
At 31 December 2025 | 5,882 | - |
Carrying amount | ||
At 31 December 2025 | - | 497 |
At 31 December 2024 | - | - |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
98
Development | Constructi | |||
and | on in | |||
production assets | progress | Other | Total | |
Cost | $’000 | $’000 | $’000 | $’000 |
At 1 January 2024 | 8,327 | - | 1,020 | 9,347 |
Additions | 120 | 709 | 26 | 855 |
Change in estimate of decommissioning assets (note 25) | (6) | - | - | (6) |
Reclassification to inventory | - | - | (40) | (40) |
Disposal | (5) | - | (137) | (142) |
Exchange differences | (800) | (33) | (90) | (923) |
At 1 January 2025 | 7,636 | 676 | 779 | 9,091 |
Additions | 109 | 8,461 | 37 | 8,607 |
Change in estimate of decommissioning assets (note 25) | 6 | - | - | 6 |
Reclassification to inventory | (60) | - | (10) | (70) |
Reclassification of fixed assets | (39) | 28 | - | (11) |
Disposal | - | - | (5) | (5) |
Exchange differences | (41) | (144) | (7) | (192) |
At 31 December 2025 | 7,611 | 9,021 | 794 | 17,426 |
Accumulated depreciation and impairment | ||||
At 1 January 2024 | 2,732 | - | 847 | 3,579 |
Charge for the year | 702 | - | 30 | 732 |
Reversal of impairment | - | - | (37) | (37) |
Disposals | (7) | - | (139) | (146) |
Exchange differences | (293) | - | (73) | (366) |
At 1 January 2025 | 3,134 | - | 628 | 3,762 |
Charge for the year | 623 | - | 36 | 659 |
Disposals | (2) | - | (14) | (16) |
Exchange differences | (26) | - | (3) | (29) |
At 31 December 2025 | 3,729 | - | 647 | 4,376 |
Carrying amount | ||||
At 31 December 2025 | 3,882 | 9,021 | 147 | 13,050 |
At 31 December 2024 | 4,502 | 676 | 151 | 5,329 |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
99
17. Property, plant and equipment (continued)
Sensitivity analysis for the Development and production assets
Any impairment is dependent on judgement used in determining the most appropriate basis for the
assumptions and estimates made by management, particularly in relation to the key assumptions described
above. Sensitivity analysis to potential changes in key assumptions to reach break-even has been provided
below:
Change in the assumptions to be break-even by %
Oil price | (44 %) |
Oil production volumes | (40 %) |
Discount rate | 70 % |
Impairment review of Power Generation assets
Power generation assets represented as construction in progress of $7.6 million and prepayment for fixed
assets of $0.9 million as at the date of the financial statements. Total installed capacity to be operational of
12.3 MW during the peak hours. The first tranche of 4.6 MW was commissioned in January 2026, with the
following commissioning of the rest capacity.
Management has performed an impairment review based on the underlying discounted cash flow forecasts.
The impairment review supported the conclusion that no impairment is applicable. Key assumptions, used in
the impairment assessment, were: exploration period is ten years, electricity price is assumed at a constant
$200 per MWh, a production forecast based on 60% intensity ratio, natural gas price at $460 per tcm for the
first three years then constant at the level of $340 per tcm and a discount rate of 24.5% for first two years
then declining to 15% for each year until 2039.
Sensitivity analysis for the Power Generation assets
Any impairment is dependent on judgement used in determining the most appropriate basis for the
assumptions and estimates made by management, particularly in relation to the key assumptions described
above. Sensitivity analysis to potential changes in key assumptions to reach break-even has been provided
below:
Change in the assumptions to be break-even
Electricity price | (15%) |
Natural Gas price | 55% |
Intensity ratio | (39%) |
Discount rate | 84% |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
100
Country of | Proportion | ||||||||
incorporation | of voting | ||||||||
Name | and operation interest % | Activity | Registered office | ||||||
Directly held | |||||||||
Cadogan Petroleum Holdings Ltd | UK | 100 | Holding company | c/o Arch Law, Floor 2, 8 Bishopsgate | |||||
London | EC2N | 4BQ | Registered | in | |||||
England and Wales no. 05718406 | |||||||||
Cadogan Energy Holdings Ltd | UK | 100 | Holding company | c/o Arch Law, Floor 2, 8 Bishopsgate | |||||
London | EC2N | 4BQ | Registered | in | |||||
England and Wales no. 05718406 | |||||||||
Indirectly held | |||||||||
Cadogan Petroleum Holdings BV | Netherlands | 100 | Holding company | Hoogoorddreef | 15, | 1101 | BA | ||
Amsterdam | |||||||||
Cadogan Bitlyanske BV | Netherlands | 100 | Holding company | Hoogoorddreef | 15, | 1101 | BA | ||
Amsterdam | |||||||||
Zagoryanska Petroleum BV | Netherlands | 100 | Holding company | Hoogoorddreef | 15, | 1101 | BA | ||
Amsterdam | |||||||||
LLC Cadogan Ukraine | Ukraine | 100 | Management and | 48/50a, | Zhylyanska | Street, | Kyiv, | ||
service company | Ukraine | ||||||||
LLC Astroinvest-Energy | Ukraine | 100 | Power generation | 5a, Pogrebnyak Street, ap. 2, Zinkiv, | |||||
Poltava region, Ukraine, 38100 | |||||||||
SE USENCO Ukraine | Ukraine | 100 | Production | 8, | Mitskevycha | sq. | Lviv, | ||
Ukraine,79000 | |||||||||
LLC USENCO Nadra | Ukraine | 100 | Production and | 9a, Karpenka-Karoho Street, Sambir, | |||||
electricity | Lviv region, Ukraine | ||||||||
generation | |||||||||
LLC Astro-Service | Ukraine | 100 | Service Company | 3 Petro Kozlaniuk Street, Kolomyia, | |||||
Ukraine | |||||||||
Exploenergy s.r.l. | Italy | 90 | Exploration | Via Adige 17, San Donato Milanese_ | |||||
Milano, CAP 20097, Italy | |||||||||
19. Inventories
2025 | 2024 | |
$’000 | $’000 | |
Natural gas | - | 239 |
Crude oil | 97 | 126 |
Other inventories | 1,154 | 1,178 |
Impairment provision | (1,010) | (1,028) |
Carrying amount | 241 | 515 |
2025 | 2024 | |
$’000 | $’000 | |
At 1 January | 1,028 | 1,122 |
Accrual of provision | 44 | 61 |
Reversal of provision | (12) | (47) |
Exchange differences | (50) | (108) |
At 31 December | 1,010 | 1,028 |
The impairment provision at 31 December 2025 is made so as to reduce the carrying value of the inventories
to the net realisable value
and includes $1.01 million provision for other inventories (2024: $1.03million).
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
101
2025 | 2024 | |
$’000 | $’000 | |
Trade receivables | 76 | 32 |
Impairment provision for bad debts | (39) | (38) |
VAT recoverable | 1,026 | 862 |
Impairment provision for VAT | (726) | (793) |
Prepayments | 91 | 256 |
CIT prepayment | 380 | - |
Other receivables | 51 | 35 |
859 | 354 |
2025 | 2024 | |||
VAT | Trade and Other | VAT | Trade and Other | |
recoverable | Receivables | recoverable | Receivables | |
$’000 | $’000 | $’000 | $’000 | |
At 1 January | 793 | 38 | 918 | 49 |
Accrual of provision | - | 1 | - | 11 |
Reversal of provision | (63) | - | (39) | - |
Exchange differences | (4) | - | (86) | (22) |
At 31 December | 726 | 39 | 793 | 38 |
21. Notes supporting statement of cash flows
Cash available at 31 December 2025 of $13.6 million (2024: $14.4 million) comprise cash held by the Group
on bank accounts immediately available to the Group on demand. Ukrainian subsidiaries of the Group hold
$1.9 million as at 31 December 2025 (2024: $7.3 million).
At 31 December 2025, $6.5 million (£4.8 million) was held on deposit as collateral for SBLC provided by a UK
bank, to one of the company’s subsidiaries. This amount is classified as other financial asset and is disclosed
within non-current assets, as it does not meet IAS 7 definition of cash and cash equivalents. Access to the
amount held on deposit is restricted as the Group cannot access the funds without third party consent.
With the start of the Russian invasion of Ukraine on 24 February 2022, the Ukrainian government introduced
Martial Law which affects, among others, aspects relating to lending agreements, foreign exchange and
currency controls and banking activities. As a result of the introduced Martial Law, the National Bank of
Ukraine (“NBU”) has introduced significant currency and capital control restrictions in Ukraine. These
measures are affecting the Group in terms of its cross-border payments to be made, which are restricted and
may be carried out only in exceptional cases specified in the amendments to the resolution No. 18.
In 2025 Ukrainian subsidiary SE Usenco Ukraine paid a part of dividends to Cadogan Bitlyanska BV in the
amount of $2 million. According to the Ukrainian law, SE Usenco Ukraine paid the prepayment of corporate
income tax of $0.4 million.
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
102
2025 | |
$’000 | |
Non-current portion of loan principal | 4,617 |
Current portion of loan principal | 1,231 |
Accrued interest | - |
Total loan payable | 5,848 |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
103
Temporary differences | |
$’000 | |
Asset at 1 January 2024 | 370 |
Deferred tax benefit | (335) |
Exchange differences | (35) |
Asset at 1 January 2025 | - |
Deferred tax disposal | - |
Exchange differences | - |
Asset at 31 December 2025 | - |
2025 | 2024 | |
$’000 | $’000 | |
UK | 20,414 | 18,685 |
Ukraine | 37,137 | 39,367 |
Netherlands | 11,183 | 1,957 |
68,734 | 60,009 |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
104
24. Lease liabilities
The Group continued to recognise right-of-use assets and lease liabilities based on a rental contract for the
rent of a Kyiv office with the maturity date at the end of January 2027. Right-of-use assets are depreciated
over the useful life of the underlying asset. Depreciation represented as a part of administrative expenses.
Total carrying value of right-of-use assets is $86 thousand as of 31 December 2025.
Accumulated | Net book | ||
Cost | depreciation | value | |
$’000 | $’000 | $’000 | |
Right-of-use asset | 522 | - | |
Accumulated charge | - | (276) | |
At 1 January 2024 | 522 | (276) | 246 |
Disposal for the prior agreement | (292) | - | |
Charge for the prior agreement | - | (16) | |
Disposal of accumulated charge for the prior agreement | - | 292 | |
Charge for the year | - | (65) | |
At 1 January 2025 | 230 | (65) | 165 |
Charge for the year | - | (79) | |
At 31 December 2025 | 230 | (144) | 86 |
The following table sets out a maturity analysis of lease liabilities, showing the undiscounted lease payments
to be paid after the reporting date.
2025 | 2024 | |
$’000 | $’000 | |
2025 | - | 87 |
2026 | 108 | 92 |
2027 | 13 | 8 |
Less: unearned interest | (1) | (14) |
Lease liabilities | 120 | 173 |
2025 | 2024 | |
$’000 | $’000 | |
Analysed as: | ||
Current | 107 | 98 |
Non-current | 13 | 75 |
Lease liabilities | 120 | 173 |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
105
2025 | 2024 | |
$’000 | $’000 | |
Accruals | 403 | 826 |
Trade payables | 93 | 89 |
Prepayments received | 183 | 49 |
Other payables | 646 | 688 |
1,325 | 1,652 |
$’000 | |
At 1 January 2024 | 245 |
Change in estimate: exploration and evaluation assets (note 16) | 6 |
Change in estimate: development and production assets | (6) |
Unwinding of discount on decommissioning provision (note 13) | 18 |
Exchange differences | (24) |
At 1 January 2025 | 239 |
Change in estimate: exploration and evaluation assets (note 16) | 55 |
Change in estimate: development and production assets | 6 |
Unwinding of discount on decommissioning provision (note 13) | 22 |
Exchange differences | (3) |
At 31 December 2025 | 319 |
$’000 | |
Non-current | 110 |
Current | 129 |
At 31 December 2024 | 239 |
Non-current | 152 |
Current | 167 |
At 31 December 2025 | 319 |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
106
2025 | 2024 | |||
Number | Number | |||
(‘000) | $’000 | (‘000) | $’000 | |
Authorised | ||||
Ordinary shares of £0.03 each Issued | 1,000,000 | 57,713 | 1,000,000 | 57,713 |
Ordinary shares of £0.03 each | 251,128 | 14,093 | 244,128 | 13,832 |
Ordinary shares | |
of £0.03 | |
At 31 December 2023 | 244,128,487 |
Issued during year | - |
At 31 December 2024 | 244,128,487 |
Issued during year 2025 | 7,000,000 |
At 31 December 2025 | 251,128,487 |
Reorganisation | |
$’000 | |
At 1 January 2025 | 1,589 |
Charge for the year | - |
At 31 December 2025 | 1,589 |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
107
2025 | 2024 | |
$’000 | $’000 | |
Financial assets (includes cash) | ||
Loan provided at amortised cost | - | 10,388 |
Cash | 13,620 | 14,381 |
Trade and other receivables – amortised cost | 88 | 29 |
13,708 | 24,798 | |
Financial liabilities – measured at amortised cost | ||
Trade payables | 93 | 89 |
Interest-bearing loans and borrowings | 4,617 | - |
Short-term portion of long-term borrowings | 1,231 | - |
Lease liabilities | 120 | 173 |
Accruals | 403 | 826 |
Other payables | 646 | 688 |
7,110 | 1,776 |
$’000 | |
As at 1 January 2024 | 17,074 |
Movement in accrued interest | 1,515 |
Movement in accrued provision | (7,172) |
Exchange differences | (1,029) |
As at 1 January 2025 | 10,388 |
Movement in accrued interest | 116 |
Movement in accrued provision | (116) |
Repayment | (10,487) |
Exchange differences | 99 |
As at 31 December 2025 | - |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
108
29. Financial instruments (continued)
Change in ESTR rate | ||
$’000 | +100 bps | -100 bps |
Impact on (loss) or profit | (10) | 10 |
As at 31 December | Change in | Change in | |||
2025 | GBP/USD | EUR/USD | |||
exchange rate | exchange rate | ||||
$’000 | 10% | -10% | 10% | -10% | |
Cash positions | 13,620 | 848 | (848) | - | - |
Interest-bearing loans and borrowings | (4,617) | - | - | (462) | 462 |
Short-term portion of long-term borrowings | (1,231) | (123) | 123 | ||
Net assets | 28,092 | 848 | (848) | (585) | 585 |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
109
29. Financial instruments (continued)
Within | 3 months More than 1 | Total | ||
3 months | to 1 year | year | ||
$’000 | $’000 | $’000 | $’000 | |
At 31 December 2024 | ||||
Trade and other payables | 1,603 | - | - | 1,603 |
Lease liability | 22 | 65 | 86 | 173 |
At 31 December 2025 | ||||
Trade and other payables | 1,142 | - | - | 1,142 |
Interest-bearing loans and borrowings | - | - | 5,064 | 5,064 |
Short-term portion of long-term borrowings | 384 | 1,127 | 1,511 | |
Lease liability | 27 | 80 | 13 | 120 |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
110
Purchase of services | Amounts owing | |||
2025 | 2024 | 2025 | 2024 | |
$’000 | $’000 | $’000 | $’000 | |
Directors’ remuneration | 720 | 687 | - | 23 |
Social contribution on Directors’ remuneration | 108 | 75 | - | - |
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 December 2025
111
32. Events after the balance sheet date
In February 2025, the Group commenced new power generation projects across several locations in Western
Ukraine. At the beginning of 2026, Cadogan became an electricity producer following the start of operations
of a first tranche of 4.6 MW end of January 2026, and the 0.85 MW gas-to-power facility in February 2026.
As of April 2026, additional 4.6 MW became operational. Remaining 3.1 MW are undergoing final
commissioning works prior to start.
This event occurred after the reporting date and does not provide evidence of conditions that existed as at
31 December 2025. Accordingly, no adjustments have been made to the carrying value of the Group’s assets
in these financial statements.
Cadogan expects that the commencement of power generation will have a positive impact on the Group’s
future cashflows and may enhance the recoverability and dividend-generating capacity of the investment.
Subsequent to the reporting date, heightened geopolitical tensions in the Middle East, including military
actions involving Iran and disruptions to shipping through the Strait of Hormuz, have resulted in increased
volatility in global oil prices, which in turn affects domestic oil pricing dynamics in Ukraine.
At the date of approval of these financial statements, it is not practicable to quantify the financial effect of
these events.
CADOGAN ENERGY SOLUTIONS PLC
Company Balance Sheet
As at 31 December 2025
112
Notes
2025
$’000
2024
$’000
ASSETS
Non-current assets
Other financial assets
21
6,472
-
Receivables from subsidiaries
36
21,213
33,874
27,685
33,874
Current assets
Trade and other receivables
7
-
Cash and cash equivalent
36
7,738
1,211
7,745
1,211
Total assets
35,430
35,085
LIABILITIES
Current liabilities
Trade and other payables
37
(426)
(915)
(426)
(915)
Total liabilities
(426)
(915)
Net assets
35,004
34,170
EQUITY
Share capital
38
14,093
13,832
Share premium
514
514
Retained earnings
129,116
128,543
Cumulative translation reserves
39
(108,719)
(108,719)
Total equity
35,004
34,170
As permitted by section 408 of the Companies Act 2006, the Company has elected not to present its profit
and loss account for the year. The profit for the financial year ended 31 December 2025 was $0.6 million
(2024: loss $2.9 million).
The financial statements of Cadogan Energy Solution plc, registered in England and Wales no. 05718406,
were approved by the Board of Directors and authorised for issue on 17 April 2026.
They were signed on its behalf by:
Fady Khallouf
Chief Executive Officer
17 April 2026
The notes on pages 115 to 118 form part of these financial statements.
CADOGAN ENERGY SOLUTIONS PLC
Company Cash Flow Statement
For the year ended 31 December 2025
113
2025
$’000
2024
$’000
Operating activities
Profit/(Loss) for the year
573
(2,937)
Adjustments for:
Interest received
Effect of foreign exchange rate changes
Movement in provisions
(25)
953
570
(235)
(1,808)
(419)
Operating cash outflows before movements in working capital
(1,889)
(1,439)
Decrease in receivables
20,343
912
Decrease in payables
168
(6)
Cash used in operations
18,622
(533)
Income taxes paid
-
-
Net cash outflow from operating activities
18,622
(533)
Investing activities
Interest received
235
25
Loans to subsidiary companies
(6,217)
-
Net cash generated from investing activities
(5,982)
25
Financing activities
Increase in other financial assets
(6,472)
-
Net cash generated from investing activities
(6,472)
25
Net increase/(decrease) in cash
6,168
(508)
Effect of foreign exchange rate changes
359
(77)
Cash at beginning of year
1,211
1,796
Cash at end of year
7,738
1,211
CADOGAN ENERGY SOLUTIONS PLC
Company Statement of Changes in Equity
For the year ended 31 December 2025
114
Share
capital
$’000
Share
premium
account
$’000
Retained
earnings
$’000
Other
Reserve
$’000
Cumulative
translation
reserves
$’000
Total
$’000
As at 1 January 2024
13,832
514
131,480
-
(108,719)
37,107
Net loss for the year
-
-
(2,937)
-
-
(2,937)
Total comprehensive loss for the year
-
-
(2,937)
-
-
(2,937)
Issue of ordinary shares
-
-
-
-
-
-
As at 1 January 2025
13,832
514
128,543
-
(108,719)
34,170
Net profit for the year
-
-
573
-
-
573
Total comprehensive loss for the year
-
-
573
-
-
573
Issue of ordinary shares
261
261
As at 31 December 2025
14,093
514
129,116
-
(108,719)
35,004
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Company Financial Statements
For the year ended 31 December 2025
115
33. Significant accounting policies
The separate financial statements of the Company are presented as required by the Companies Act 2006 (the
“Act”). As permitted by the Act, the separate financial statements have been prepared in accordance with
UK-adopted International Accounting Standards.
The financial statements have been prepared on the historical cost basis. The principal accounting policies
adopted are the same as those set out in note 3 to the Consolidated Financial Statements except as noted
below.
Investments
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.
Receivables from subsidiaries
Loans to subsidiary undertakings are subject to IFRS 9’s expected credit loss model. As all intercompany loans
are repayable on demand, the loan is considered to be in stage 3 of the IFRS 9 ECL model on the basis the
subsidiary does not have enough liquid assets in order to repay the loans if demanded. Lifetime ECLs are
determined using all relevant, reasonable and supportable historical, current and forward-looking
information that provides evidence about the risk that the subsidiaries will default on the loan and the
amount of losses that would arise as a result of that default. Analysis indicated that the Company will fully
recover the carrying value of the loans (net of historic credit loss provisions) so no additional ECL has been
recognised in the current period.
Critical accounting judgements and key sources of estimation uncertainty
The Company’s financial statements, and in particular its investments in and receivables from subsidiaries, are
affected by certain of the critical accounting judgements and key sources of estimation uncertainty.
The critical estimates and judgments referred to application of the expected credit loss model to
intercompany receivables (note 36). Management determined that the interest free on demand loans were
required to be assessed on the lifetime expected credit loss approach and assessed scenarios considering
risks of loss events and the amounts which could be realised on the loans. In doing so, consideration was
given to factors such as the cash held by subsidiaries and the underlying forecasts of the Group’s divisions
and their incorporation of prospective risks and uncertainties.
34. Auditor’s remuneration
The auditor’s remuneration for audit and other services is disclosed in note 11 to the Consolidated Financial
Statements.
35. Investments
The Company’s subsidiaries are disclosed in note 18 to the Consolidated Financial Statements. The
investments in subsidiaries are all stated at cost less any provision for impairment.
36. Financial assets
The Company’s principal financial assets are bank balances and cash and receivables from related parties
none of which are past due. The Directors consider that the carrying amount of receivables from related
parties approximates to their fair value.
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Company Financial Statements (continued)
For the year ended 31 December 2025
116
36. Financial assets (continued)
Receivables from subsidiaries
At the balance sheet date gross amounts receivable from the fellow Group companies were $334.2 million
(2024: $346.9 million). The Company did not recognise additional expected credit loss provisions in relation
to receivables from subsidiaries in 2025 (2024: nil). The accumulated provision on receivables at 31 December
2025 was $313 million (2024: $313 million). The carrying value of the receivables from the fellow Group
companies at 31 December 2025 was $21.2 million (2024: $33.9 million). There are no past due receivables.
The receivables are classified as non-current based on the expected timing of receipt notwithstanding their
terms. For details please refer to the note 41.
Cash
Cash comprises cash held by the Company and short-term bank deposits with an original maturity of three
months or less. The carrying value of these assets approximates to their fair value.
37. Financial liabilities
Trade and other payables
2025
$’000
2024
$’000
Accruals
279
211
Unused vacation provision
143
111
Amounts owing to Directors
-
542
Trade payables
4
51
426
915
Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. The
average credit period taken for trade purchases is 30 days (2024: 30 days).
Unused vacation provision of $142,951 accrued for CEO of the Company (2024: $111,450).
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
No interest is charged on balances outstanding.
38. Share capital
The Company’s share capital is disclosed in note 27 to the Consolidated Financial Statements.
39. Cumulative translation reserve
The directors decided to change the functional currency of the Company from sterling to US dollars with effect
from 1 January 2016. The effect of a change in functional currency is accounted for prospectively. In other
words, the Company translates all items into the US dollar using the exchange rate at the date of the change.
The resulting translated amounts for non-monetary items are treated as their historical cost. Exchange
differences arising from the translation of an operation previously recognised in other comprehensive income
in accordance with paragraphs 32 and 39(c) IAS 21 “Foreign Currency” are not reclassified from equity to profit
or loss until the disposal of the operation.
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Company Financial Statements (continued)
For the year ended 31 December 2025
117
40. Financial instruments
The Company manages its capital to ensure that it is able to continue as a going concern while maximising
the return to shareholders. Refer to note 29 for the Group’s overall strategy and financial risk management
objectives.
The capital resources of the Company consist of cash arising from equity, comprising issued capital, reserves
and retained earnings.
Categories of financial instruments
2025
$’000
2024
$’000
Financial assets – measured at amortised cost
Cash
7,738
1,211
Amounts due from subsidiaries
21,213
33,874
28,951
35,085
Financial liabilities – measured at fair value
Trade creditors
(147)
(185)
(147)
(185)
Interest rate risk
All financial liabilities held by the Company are non-interest bearing. As the Company has no committed
borrowings, the Company is not exposed to any significant risks associated with fluctuations in interest rates.
Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial
loss to the Company. For cash, the Company only transacts with entities that are rated equivalent to
investment grade and above. Other financial assets consist of amounts receivable from related parties.
The Company’s credit risk on liquid funds is limited because the counterparties are banks with high credit
ratings assigned by international credit-rating agencies.
The carrying amount of financial assets recorded in the Company financial statements, which is net of any
impairment losses, represents the Company’s maximum exposure to credit risk.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an
appropriate liquidity risk management framework for the management of the Company’s short, medium and
long-term funding and liquidity management requirements. The Company maintains adequate reserves, by
continuously monitoring forecast and actual cash flows.
The Company’s financial liabilities are immaterial and therefore no maturity analysis has been presented.
Foreign exchange risk and foreign currency risk management
The Company holds a large portion of its monetary assets in the GBP and Euro, mitigating the exchange risk
between the GBP and Euro and monetary liability in the Euro. More information on the foreign exchange risk
and foreign currency risk management is disclosed in note 29 to the Consolidated Financial Statements.
CADOGAN ENERGY SOLUTIONS PLC
Notes to the Company Financial Statements (continued)
For the year ended 31 December 2025
118
41. Related parties
Amounts due from subsidiaries
The Company has entered into a number of unsecured related party transactions with its subsidiary
undertakings. The most significant transactions carried out between the Company and its subsidiary
undertakings are mainly for short and long-term financing. Amounts owed from these entities are detailed
below:
2025
2024
Interest rate
Maturity date
$’000
$’000
Cadogan Petroleum Holdings Limited, total
Interest free
On demand
14,861
33,874
Loan 1
5% p.a.
31-Dec-28
1,358
-
Loan 2
5% p.a.
31-Dec-30
4,858
-
Investment
135
-
Cadogan Energy Holdings Limited, total
6,351
-
21,212
33,874
Refer to note 36 for details on the Company’s receivables due from subsidiaries.
The remuneration of the Directors, who are the key management personnel of the Group, is set out below
in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. In 2025 there were no
other employees in the Company. Further information about the remuneration of individual Directors is
provided in the audited part of the Annual Report on Remuneration 2025 on pages 44 to 45.
Purchase of services
Amounts owing
2025
$’000
2024
$’000
2025
$’000
2024
$’000
Directors’ remuneration
720
687
-
23
Social contribution on Directors’ remuneration
108
75
-
-
The total remuneration of the highest paid Director was $0.5 million in the year (2024: $0.47 million).
42. Events after the balance sheet date
Events after the balance sheet date are disclosed in note 32 to the Consolidated Financial Statements.
CADOGAN ENERGY SOLUTIONS PLC
Glossary
119
IFRSs International Financial Reporting Standards
JAA Joint activity agreement
UAH Ukrainian hryvnia
GBP Great Britain pounds
$ United States dollars
bbl Barrel
boe Barrel of oil equivalent
mmboe Million barrels of oil equivalent
mboe Thousand barrels of oil equivalent
mboepd Thousand barrels of oil equivalent per day
boepd Barrels of oil equivalent per day
bcf Billion cubic feet
mmcm Million cubic metres
mcm Thousand cubic metres
Reserves Those quantities of petroleum anticipated to be commercially
recoverable by application of development projects to known
accumulations from a given date forward under defined conditions.
Reserves include proved, probable and possible reserve categories.
Proved Reserves Those additional Reserves which analysis of geoscience and engineering
data can be estimated with reasonable certainty to be commercially
recoverable, from a given date forward, from reservoirs and under
defined economic conditions, operating methods and government
regulations.
Probable Reserves Those additional Reserves which analysis of geoscience and engineering
data indicate are less likely to be recovered than proved Resources but
more certain to be recovered than possible Reserves.
Possible Reserves Those additional Reserves which analysis of geoscience and engineering
data indicate are less likely to be recoverable than probable Reserves.
Contingent Resources Those quantities of petroleum estimated, as of a given date, to be
potentially recoverable from known accumulations by application of
development projects, but which are not currently considered to be
commercially recoverable due to one or more contingencies.
Prospective Resources Those quantities of petroleum which are estimated as of a given date to
be potentially recoverable from undiscovered accumulations.
P1 Proved Reserves
P2 Probable Reserves
P3 Possible Reserves
1P Proved Reserves
2P Proved plus Probable Reserves
3P Proved plus Probable plus Possible Reserves
Workover The process of performing major maintenance or remedial treatment of
an existing oil or gas well
E&E / E&P Exploration and Evaluation / Exploration and Production
LTI Lost time incidents
CADOGAN ENERGY SOLUTIONS PLC
Shareholder Information
120
Enquiries relating to the following administrative matters should be addressed to the Company’s
registrars: MUFG Corporate Markets, 10th Floor, Central Square, 29 Wellington Street, Leeds
LS1 4DL.
Telephone: 0371 664 0300. Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable international rate.
Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England
and Wales.
§ Loss of share certificates.
§ Notification of change of address.
§ Transfers of shares to another person.
§ Amalgamation of accounts: if you receive more than one copy of the Annual Financial
Report, you may wish to amalgamate your accounts on the share register.
You can access your shareholding details and a range of other services at the Shareholder Portal
www.signalshares.com.
Information concerning the day-to-day movement of the share price of the Company can be
found on the Group’s website www.cadoganenergysolutions.com or that of the London Stock
exchange www.prices.londonstockexchange.com.
Unsolicited mail
As the Company’s share register is, by law, open to public inspection, shareholders may receive
unsolicited mail from organisations that use it as a mailing list. To reduce the amount of
unsolicited mail you receive, contact: The Mailing Preference Service, FREEPOST 22, London
W1E 7EZ. Telephone: 0845 703 4599. Website: www.mpsonline.org.uk.
CADOGAN ENERGY SOLUTIONS PLC
Shareholder Information
121
Financial calendar 2025/2026
Annual General Meeting June 2025
Half Yearly results announced September 2025
Annual results announced 20 April 2026
Investor relations
Enquiries to: info@cadogan-es.com
Registered office, United Kingdom
c/o Arch Law, Floor 2, 8 Bishopsgate London EC2N 4BQ
Registered in England and Wales no. 05718406
www.cadoganenergysolutions.com