Consolidated statement of cash flows

		2024		2023
	Notes	£		£
Cash flow from operating activities
Cash absorbed by continuing operations	27	(3,323,980)		(3,953,732)
Cash absorbed by operating activities from discontinued operations	28	(610,151)		(2,663,342)
Net cash used in operating activities		(3,934,131)		(6,617,074)
Investing activities
Purchase of property, plant and equipment	15	(8,437)		(12,007)
Purchase of exploration and evaluation assets		(63,579)		(148,906)
Interest received	9	112,301		155,397
Repayment of loan from Longboat JAPEX to Longboat plc		-		3,710,329
Investing activities from discontinued operations		(214,308)		(5,655,406)
Proceeds from disposal of investment in joint venture	13	1,935,912		-
Cash removed from Group on disposal		-		(1,693,429)
Cash used in operating activities		1,761,889		(3,644,022)
Movement in restricted cash and bank balances	16	329,976		(850,684)
Net cash generated from/ (used in) investing activities		2,091,865		(4,494,706)
Financing activities
Interest paid		-		(51)
Financing activities from discontinued operations		-		2,027,204
Proceeds from issuance of ordinary shares	23/24	1,775,133		-
Net cash generated from financing activities		1,775,133		2,027,153
Net decrease in cash and cash equivalents		(67,133)		(9,084,627)
Cash and cash equivalents at beginning of the year	16	2,833,857		12,059,562
Foreign exchange		16,538		(141,078)
Cash and cash equivalents at end of the year		2,783,262		2,833,857
Relating to:
Bank balances and short-term deposits	16	2,988,607		3,684,541
Cash classified as held for sale		315,363		-
		3,303,970		3,684,541
Cash restricted in use	16	(520,708)		(850,684)
		2,783,262		2,833,857

Company statement of cash flows

		2024		2023
	Notes	£		£
Cash flow from operating activities
Loss before taxation		(16,030,082)		(2,801,898)
Adjustment for:
Depreciation	15	6,227		10,480
Expected credit loss		-		443,687
Interest income		(205,656)		-
Share based payment expense		527,411		199,017
Unwinding discount on contingent consideration	21	14,114		-
Fair value loss on contingent consideration	21	55,023		-
Loss on disposal of joint venture	13	12,074,783		-
Operating loss before working capital changes		(3,558,180)		(2,148,714)
Trade and other receivables		714,941		1,443,291
Trade and other payables		(158,855)		225,035
Provisions	20	519,483		-
Cash used in operating activities		(2,482,611)		(480,388)
Movement in restricted cash and bank balances	16	803,417		(803,417)
Net cash used in operating activities		(1,679,194)		(1,283,805)
Cash flow from investing activities
Purchase of property, plant and equipment	15	(1,506)		(6,575)
Interest received		101,426		-
Investment in subsidiaries		(191,673)		(179,106)
Proceeds from disposal of investment in joint venture	13	1,935,912		-
Net cash generated from/ (used in) investing activities		1,844,159		(185,681)
Cash flow from financing activities
Advance to subsidiaries		(2,487,867)		-
Proceeds from issuance of ordinary shares	23/24	1,775,133		79,106
Net cash (used in)/ generated from financing activities		(712,734)		79,106
Net decrease in cash and cash equivalents		(547,769)		(1,390,380)
Cash and cash equivalents at beginning of the year		2,739,381		4,129,761
Cash and cash equivalents at end of the year	16	2,191,612		2,739,381
Relating to:
Bank balances and short-term deposits		2,191,612		3,542,798
Cash restricted in use	16	-		(803,417)
		2,191,612		2,739,381

 

Notes to the financial statements

1.Accounting policies

 

1.1 Company information

Seascape Energy Asia plc (formerly Longboat Energy plc) is a public quoted company, limited by shares, incorporated in England and Wales. The registered office is 5th Floor, One New Change, London, EC4M 9AF. The Company's principal activities and nature of its operations are disclosed in the directors' report.

 

1.2 Accounting convention

The financial statements have been prepared in accordance with UK adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The financial statements are prepared in sterling, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

 

1.3 Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to 31 December 2024.

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

 

Intragroup transactions, balances, unrealised gains and unrealised losses are eliminated on consolidation. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

 

All changes in the parent's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of consideration paid or received is recognised directly in equity and attributed to owners of the parent.

 

1.4 Audit exemptions for subsidiaries companies

For the year ended 31 December 2024, the subsidiaries of the Company including Longboat Energy (2A) Limited, Topaz Number One Limited and Longboat Energy (DEWA) Limited were entitled to exemption from audit under section 479 of the Companies Act 2006 relating to subsidiary companies.

The members have not required the subsidiary companies to obtain an audit of its accounts for the year in question in accordance with section 476.

The Directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.

 

1.5 Foreign currencies

The functional currency for the UK entities is sterling with the US dollar being the functional currency for the subsidiaries companies including Seascape Energy (SE Asia) Sdn.Bhd (formerly Longboat Energy (SE Asia) Sdn Bhd), and the Malaysian branches of Topaz Number One Limited, Longboat Energy (2A) Limited and Longboat Energy (DEWA) Limited.

Transactions in foreign currencies during the year are recorded in the functional currency at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities are translated at the rate ruling on the statement of financial position date and any gains and losses on translation are reflected in the statement of comprehensive income.

The assets and liabilities of foreign operations are translated into sterling at the rate of exchange ruling at the statement of financial position date. Income and expenses are translated at the rate of exchange ruling at the date of the transaction.  The resulting exchange differences on assets and liabilities of such foreign operations are taken directly to a separate component of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the Income Statement

 

1.6 Joint arrangements

Judgement is required to determine when the Group has joint control over an arrangement, which requires an assessment of the relevant activities and when the decisions in relation to those activities require unanimous consent. The Group has determined that the relevant activities for its joint arrangements are those relating to the operating and capital decisions of the arrangement, including the approval of the annual capital and operating expenditure work programme and budget for the joint arrangement, and the approval of chosen service providers for any major capital expenditure as required by the joint operating agreements applicable to the entity's joint arrangements. The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries, as set out in Note 3. Judgement is also required to classify a joint arrangement. Classifying the arrangement requires the Group to assess their rights and obligations arising from the arrangement. Specifically, the Group considers:

·      the structure of the joint arrangement; whether it is structured through a separate vehicle;

·      when the arrangement is structured through a separate vehicle, the Group also considers the rights and obligations arising therefrom:

·      the legal form of the separate vehicle; the terms of the contractual arrangement, or other facts and circumstances, considered on a case by case basis.

This assessment often requires significant judgement. A different conclusion about both joint control and whether the arrangement is a joint operation or a joint venture, may materially impact the accounting.

A joint operation is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities, relating to the arrangements.

In relation to its interests in joint operations, the Group recognises its:

·      assets, including its share of any assets held jointly;

·      liabilities, including its share of any liabilities incurred jointly;

·      revenue from the sale of its share of the output arising from the joint operation;

·      share of the revenue from the sale of the output by the joint operation; and

·      expenses, including its share of any expenses incurred jointly.

 

1.7 Going concern

The Directors have completed the going concern assessment, taking into account cash flow forecasts up to the end of 2026, sensitivities to those forecasts and stress tests to assess whether the Company and its subsidiaries (together the Group) is a going concern. Having undertaken careful enquiry, the directors are of the view that the Group will not need to access additional funds during the period to meet its current work programme and budget.

In the event that the business is presented with opportunities to materially grow its portfolio then it is anticipated that the associated funds will be sourced through asset disposals / farm downs, issuing new equity or a combination of these actions. To the extent that growth opportunities will support debt, this will be considered where appropriate for example to support production acquisition.

 

1.8 Medium term sustainability

In the medium term, new acquisitions and developments resulting from exploration success will require further equity capital and new debt facilities. In any of these circumstances the Company will require additional financing from the equity markets and the bank or credit markets. Availability of such financing is subject not only to market conditions but also a continued willingness of investors to finance oil and gas companies.

 

1.9 Oil and Gas Assets

Capitalisation

Pre-acquisition costs on oil and gas assets are recognised in the Income Statement when incurred. Costs incurred after rights to explore have been obtained, such as geological and geophysical surveys, drilling and commercial appraisal costs and other directly attributable costs of exploration and appraisal including technical and administrative costs are capitalised as intangible exploration and evaluation ("E&E") assets. The assessment of what constitutes an individual E&E asset is based on technical criteria but essentially either a single licence area or contiguous licence areas with consistent geological features are designated as individual E&E assets.

E&E costs are not amortised prior to the conclusion of appraisal activities. Once active exploration is completed the asset is assessed for impairment. If commercial reserves are discovered then the carrying value of the E&E asset is reclassified as a development and production ("D&P") asset, following development sanction, but only after the carrying value is assessed for impairment and where appropriate the carrying value adjusted. If commercial reserves are not discovered the E&E asset is written off to the Income Statement.

Oil and gas assets include rights in respect of unproved properties. Property, plant and equipment, including expenditure on major inspections, and intangible assets are initially recognised in the statement of financial position at cost where it is probable that they will generate future economic benefits. This includes capitalisation of decommissioning and restoration costs associated with provisions for asset retirement.

Property, plant and equipment and intangible assets are subsequently carried at cost less accumulated depreciation, depletion and amortisation (including any impairment). Gains and losses on disposals are determined by comparing the proceeds with the carrying amounts of assets sold and are recognised in income, within interest and other income.

 

1.10 Licence and Property Acquisition Costs

Exploration licence costs are capitalised in intangible assets. Licence and property acquisition costs are not amortised during the exploration and evaluation phase and they are tested for impairment at least once a year and, in any case, when there is an indication that they may have become impaired, in accordance with the indicators of IFRS 6. This review includes confirming that exploration drilling is still under way or firmly planned, or that work is under way to determine that the discovery is economically viable. If no future activity is planned or the licence has been relinquished or has expired, the carrying value of the licence and property acquisition costs are written off through the income statement and other comprehensive income. Upon recognition of proved reserves and internal approval for development, the relevant expenditure is transferred to oil and gas properties.

 

1.11 Development Costs

Expenditure on the construction, installation or completion of infrastructure facilities such as platforms, pipelines and the drilling of development wells is capitalised within property, plant and equipment.

1.12 Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings                   20% straight line

Computers                                33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in the income statement.

 

1.13 Non-current investments in subsidiaries and joint ventures

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The subsidiaries of the Company are held at cost.

A joint venture is a joint arrangement whereby the parties that have joint control of the joint venture have rights to the net assets of the joint venture. The Group accounts for a joint venture using the equity method, where the investment in the joint venture is recognised at cost, and the carrying amount is increased or decreased to recognise the Group's share of the profit or loss of the investee after the date of acquisition.  Transactions between the Group and the joint venture that relate to shared services are recognised in other income or expense as incurred and are disclosed in the related party transactions.

 

1.14 Impairment of non-current assets

At each reporting end date, the company reviews the carrying amounts of its non-current assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Any evidence on the performance of the assets received following the end of the period, which could not have been established during the current period will be recognised in a subsequent period rather than in the current period.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than the carrying amount, then the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of the recoverable amount, capped such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

 

Impairment of intangible assets is assessed when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The facts and circumstances used are in accordance with those dictated by IFRS 6 and if any of those circumstances are present then an impairment test is performed in accordance with IAS 36 and any loss recognised. An exploratory well in progress at period end which is determined to be unsuccessful subsequent to the statement of financial position date based on substantive evidence obtained during the drilling process in that subsequent period is treated as a non-adjusting subsequent event.

 

1.15 Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less and restricted cash.

 

1.16 Financial assets

Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in the statement of comprehensive income . Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss and is included within finance income or finance costs in the Statement of Profit or Loss for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

The Company has made an irrevocable election to recognise changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognised initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to Accumulated Losses when an equity instrument is derecognised or its fair value substantially decreased. Dividends are recognised as finance income in profit or loss.

Impairment of financial assets

Financial assets, other than those measured at fair value through profit or loss, are assessed for impairment at each reporting end date.

For trade receivables, joint venture and intercompany receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. Due to the nature of the balances the Company has determined that a provisions matrix is not appropriate and applies a scenario-based approach to estimate lifetime ECL.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

 

1.17 Financial liabilities

The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.

Financial liabilities at fair value through profit or loss

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

·      it has been incurred principally for the purpose of selling or repurchasing it in the near term; or

·      on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit taking; or

·      it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they expire.

 

1.18 Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the Statement of Profit or Loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

 

1.19 Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

 

1.20 Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

 

1.21 Leases

The right-of-use asset is initially measured at the amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of  the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Company's estimate of the amount expected to be payable under a residual value guarantee; or the Company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

·      Leases of low value assets; and

·      Leases with a duration of 12 months or less.

 

1.22 Reserves

Share capital - Share capital represents the nominal value of shares issued less the nominal value of shares repurchased and cancelled.

Share premium - This reserve represents the difference between the issue price and the nominal value of shares at the date of issue, net of related issue costs and share premium cancelled.

Share based payment reserve - This reserve represents the potential liability for outstanding equity settled share options.

Accumulated Losses - Net revenue profits and losses of the Group which are revenue in nature are dealt with in this reserve.

Currency translation reserve - This reserve represents foreign exchange differences on the revaluation of the foreign subsidiary.

Other reserves - Other reserves relate to the nominal value of share capital repurchased and cancelled.

 

1.23 Share based payments

Employees (including senior executives) of the Group receive remuneration in the form of share-based payment transactions which are equity settled. The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are granted. The fair value is determined by the Group's internal expert using an appropriate pricing model.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the "vesting date"). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The statement of comprehensive income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

The key areas of estimation regarding share-based payments are share price volatility and estimated lapse rates.

No adjustments are made in respect of market conditions not being met, neither the number of instruments nor the grant-date fair value is adjusted if the outcome of the market condition differs from the initial estimate.

Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.

 

1.24 Discontinued operations

In accordance with IFRS 5 "Non-current assets held for sale and discontinued operations" the net results relating to the disposal group are presented within discontinued operations in the Income Statement. Please refer to note 11 for further details.

 

1.25 Profit on disposal

In accordance with IFRS 10, in an event where the Company holding in an investment is diluted the holding will be assessed to establish if loss of control has occurred. 

In the event that loss of control is confirmed, the assets and liabilities of the subsidiary will be derecognised. The fair value of the consideration received in exchange for the loss of control will be recognised, in addition to the fair value of the investment retained.  Any other comprehensive income in relation to the former subsidiary will be reclassified to the statement of comprehensive income. Any difference in the entries above will be recognised as a gain or loss in the current year statement of comprehensive income.

 

1.26 Acquisitions

Acquisitions are assessed to determine whether they meet the criteria of a business combination or an asset purchase.

The Company determines that it has acquired a business when the acquired set of activities and assets include an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities. When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Business combinations are accounted for using the acquisition method under IFRS 3. The cost of an acquisition is measured at fair value, which shall be calculated as the sum of the fair values of the assets transferred by the acquirer at acquisition date, the liabilities incurred by the acquirer to former owners of the acquiree and the equity interests issued by the acquirer. For each business combination, the Company elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.

Certain acquisitions can be treated as an asset acquisition under IFRS 3, even when the definition of a business is met. This is referred to as the 'concentration test' and allows for an acquisition to be treated as an asset acquisition.

In circumstances where this test is passed, and the Company consider this accounting approach to be most appropriate, the Company will treat the acquisition as an asset acquisition rather than a business combination.  In this case, all assets and liabilities purchased are allocated a fair value and the core asset purchased is designated the remaining allocation of the fair value of the consideration. No good will or bargain purchase is recognised.

 

2.Adoption of new and revised standards and changes in accounting policies

In the current year, the following new and revised Standards and Interpretations have been adopted by the Group and Company. None of these new and revised Standards and Interpretations have any effect on the current period or a prior period.

Standard	Description	UKEB Effective Date
IAS 7 (amendments)	Statement of Cash Flows	1 January 2024
IFRS 7  (amendments)	Financial Instruments (Disclosures)	1 January 2024
IAS 1 (amendments)	Presentation of Financial Statements	1 January 2024
IFRS 16 (amendments)	Leases	1 January 2024

 

New and amended standards

The following amended standards and interpretation are effective for financial years commencing on or after 1 January 2025. The Group does not intend to adopt the standards below, before their mandatory application date.

 

Standard	Description	Adoption Date	UKEB Effective Date	Secretary of State Adoption Date
IAS 21 (amendments)	The Effects of Changes in Foreign Exchange Rates	15 July 2024	1 January 2025	Endorsed
IFRS 9 (amendments)	Financial Instruments	15 April 2025	1 January 2026	Endorsed
IFRS 7 (amendments)	Financial Instruments (Disclosures)	15 April 2025	1 January 2026	Endorsed

 

The Directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group and the Company.

The Group and the Company plan to adopt the above standards when from the effective dates noted in the table above.

 

3.Critical accounting estimates and judgements

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of 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 current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

 

Exploration and evaluation assets

Prior to the derecognition of the assets of Longboat Norge in the financial year 31 December 2023, judgement was required to determine whether impairment indicators exist in respect of the Group's exploration assets, formerly recognised in the statement of financial position. The Group had to take into consideration whether the assets have suffered any impairment, taking into consideration licence status, planned expenditures, the results of the drilling to date, and the likelihood of reserves being found. The Group evaluated information from third parties in making these assessments, where available and the judgments can be subject to change, if future information becomes available.

 

Share based payments

The fair value of share based compensation expense arising from the Long-Term Incentive Plan, the Co-investment Plan and the NED Long Term Incentive Plan were estimated using the Black Scholes model and, where appropriate, the average Monte Carlo fair values and is recognised in the statement of comprehensive income from the date of grant over the vesting period with a corresponding increase directly in equity. The Monte Carlo model projects and averages the results for a range of potential outcomes for the vesting conditions, the principal assumptions for which the Group using in the estimation of the fair value are the historical 3 years share price volatility and dividend yields. The Black Scholes model is similar to the Monte Carlo model, but is more appropriate for estimating results with a single unknown variable. The Company currently values its share-based payment awards using the Black Scholes model.

Impairment of investments in subsidiaries and joint ventures

Investments in subsidiaries and joint ventures have been assessed for recoverability based on the current value of the investments. Determination is based upon the assessment of exploration risk, net asset position and cash within the underlying entity.

 

Expected credit loss

Analysis, which considers both historical and forward looking qualitative and quantitative information is performed by Management to determine whether the credit risk has significantly increased since the time the receivable was initially recognised. Management considers the expected credit losses (ECL) for the current receivables balances at Group level to be minimal, in view that these companies have no history of default and payment is made in a short period.  In the financial year ended 31 December 2024, ECL for intercompany receivables at the Company level have been assessed as £nil (2023: 50% write down of the underlying balance with certain subsidiaries), LBE2A, to reflect the uncertainty around cash flows.

 

Fair value of equity accounting for joint venture

On initial loss of control of Longboat Energy Norge AS, an estimate was made over the possible future cash flows from the contingent receivables noted in the investment agreement.  As some of the consideration was based on the completion of an acquisition and a successful exploration drilling project, a weighted risk model was used to calculate the fair values of the future receivables. These estimates were then discounted using an estimated discount rate to establish the current value of the contingent receivable for recognition.

 

Acquisition of Topaz Number One Limited and fair value of contingent consideration payable

The acquisition of Topaz Number One Limited occurred in the financial year 2023 and required judgment to determine whether the transaction represented an asset acquisition or a business combination.  In forming the conclusion that the acquisition represented an asset purchase, management considered factors including the nature and stage of exploration of the underlying licences and the extent of inputs and processes necessary to generate outputs existed and concluded that the transaction represented an asset purchase. Estimate and judgment was applied in fair valuing the contingent portion of the consideration.  Management applied judgement in determining the likelihood of all possible scenarios and this was modelled into a weighted fair value calculation, which was discounted, using an estimated discount rate, to establish the current value of the contingent payable to recognise. As disclosed in note 21, the contingent consideration was made up of 3 tranches. Tranche 1 was settled in 2023 and tranche 2 became payable and was settled in 2025 upon the completion of the farmout to INPEX. Only tranche 3 remains as contingent and therefore subject to ongoing estimation and judgement.

4.Operating Segment

During the year, the Group had three reportable operating segments: Malaysia, Norway and Head Office. Non-current assets and operating liabilities are located in Malaysia (2023: Malaysia and Norway), whilst the majority of current assets are carried at Head Office. The Group has not yet commenced production and therefore has no revenue. Each reportable segment adopts the same accounting policies. The operating segment's operating results are reviewed regularly by the Chief Operating Decision Maker ("CODM"), who are the Group's CEO, to make decisions about resources to be allocated to the segment and assess its performance, for which discrete financial information is available.

 

In compliance with IFRS 8 'Operating Segments' the following table reconciles the operational loss and the assets and liabilities of each reportable segment with the consolidated figures presented in these Financial Statements, together with comparative figures for the year ended 31 December 2024:

 

 

	Malaysia		Head Office	Norway	Total
	2024		2024	2024	2024
	£		£	£	£
Loss from operations	(663,087)		(5,112,071)	-	(5,775,158)
Finance cost	(1,711)		(19,970)	-	(21,681)
Investment income	10,332		101,426	-	111,758
Loss before tax from continued operations	(654,466)		(5,030,615)	-	(5,685,081)
Income tax expense	(419)		-	-	(419)
Loss after tax from continued operations	(654,885)		(5,030,615)	-	(5,685,500)
Loss from discontinued operations	(7,766)		(33,063)	(10,720,880)	(10,761,709)
Loss for Year	(662,651)		(5,063,678)	(10,720,880)	(16,447,209)
Non-cash items
Share-based payment expenses	102,763		424,647	544,830	1,072,240
Loss from investment	-		-	3,670,859	3,670,859
Impairment loss on investment	-		-	6,505,191	6,505,191

 

	Malaysia	Head Office	Norway	Total
	2024	2024	2024	2024
	£	£	£	£
Total assets by reportable segment	1,097,267	2,301,120	-	3,398,387
Assets in disposal group held for sale	942,659	75,911	-	1,018,570
Total assets	2,039,926	2,377,031	-	4,416,957
Total liabilities by reportable segment	(337,870)	(1,342,739)	-	(1,680,609)
Liabilities in disposal group held for sale	(67,426)	(3,962)	-	(71,388)
Total liabilities	(405,296)	(1,346,701)	-	(1,751,997)
	Malaysia	Head Office	Norway	Total
	2023	2023	2023	2023
	£	£	£	£
Loss from operations	(134,164)	(3,881,597)	-	(4,015,761)
Finance cost	-	(51)	-	(51)
Investment income	-	155,397	-	155,397
Loss before tax from continued operations	(134,164)	(3,726,251)	-	(3,860,415)
Income tax expense	-	-	-	-
Loss after tax from continued operations	(134,164)	(3,726,251)	-	(3,860,415)
Loss from discontinued operations	-	-	(326,619)	(326,619)
Loss for Year	(134,164)	(3,726,251)	(326,619)	(4,187,034)
Non-cash items
Share-based payment expenses	-	199,017	74,309	273,326
Loss from investment	-	-	2,803,202	2,803,202
Impairment loss on investment	-	-	2,639,976	2,639,976
Write-offs	-	-	10,427,155	10,427,155
Taxation credit	-	-	(9,411,827)	(9,411,827)
Gain on deconsolidation	-	-	(10,464,548)	(10,464,548)

 

	Malaysia	Head Office	Norway	Total
	2023	2023	2023	2023
	£	£	£	£
Total assets by reportable segment	858,150	4,752,615	12,461,890	18,072,655
Assets in disposal group held for sale	-	-	-	-
Total assets	858,150	4,752,615	12,461,890	18,072,655
Total liabilities by reportable segment	(385,821)	(748,104)	-	(1,133,925)
Liabilities in disposal group held for sale	-	-	-	-
Total liabilities	(385,821)	(748,104)	-	(1,133,925)

 

5.Other income

	Group
	2024		2023
	£		£
Other income	934,570		641,275

Other income is mainly comprised of a fixed fee related to manpower and management service recharges from Head Office to Longboat JAPEX pursuant to the shareholder arrangements which ceased on sale of its 50.1% holding in the joint venture.

 

6.Employees

The average monthly number of persons (including directors) employed by the Group and Company during the year was as follows, noting that these figures include employees of Longboat JAPEX up until the date of completion of its disposal on 12 July 2024:

	Group
	2024		2023
	Number		Number
Executive Directors	4		3
Non-executive Directors	2		4
Staff	10		14
Total	16		21

 

	Company
	2024		2023
	Number		Number
Executive Directors	3		3
Non-executive Directors	2		4
Staff	2		1
Total	7		8

 

Their aggregate remuneration comprised:

	Group
	2024		Restated 2023
	£		£
Wages, salaries and bonuses (including directors' remuneration) 1	2,827,915		1,511,405
Social security costs and insurance	182,191		161,374
Pension costs	102,675		58,250
Share based payment charge	527,411		199,017
Remuneration - continuing operations	3,640,192		1,930,046
Remuneration - discontinued operations	591,495		1,056,238
	Group
	2024 £		Restated 2023 £
Executive director's remuneration	1,339,614		798,832
Non-executive director remuneration	186,294		334,102
Wages and salaries	1,276,714		378,470
Pensions and payroll taxes	310,159		219,625
Share-based payments	527,411		199,017
Remuneration - continuing operations	3,640,192		1,930,046

 

¹    The total wages, salaries and bonuses (including directors' remuneration) of £ 1,511,405 has been restated to include pension as salary.

 

In the financial year ended 31 December 2024, remuneration for discontinued operations relates to the Company's 50.1% share in Longboat JAPEX up to the date of disposal of 12 July 2024, see note 11 for more details.

The remuneration of the highest paid director is shown below.

		Taxable
	Salary £	Benefits £	Bonus £	Pension £	Total £
Nicholas Ingrassia	291,269	3,910	224,921	33,499	553,599

 

7.Operating loss from continuing operations

GROUP

Operating loss for the year is stated after charging / (crediting):

	Group
	2024		2023
	£		£
Fees payable for the audit of the Parent Company and consolidated financial statements:
- Current auditor	57,500		95,200
- Former auditor	20,510		-
	78,010		95,200
Fees payable for the audit of the subsidiary financial statements:
- Current auditor	-		-
- Former auditor	13,311		22,000
	13,311		22,000
Fees payable for non-audit services:
- Current auditor	-		-
- Former auditor	188,200		42,000
	188,200		42,000
Depreciation of property, plant and equipment	7,407		10,479
Legal, professional and business development expenditures	1,679,985		350,975

 

8.Finance costs

	Group
	2024		2023
	£		£
Bank charges	7,567		-
Interest on HMRC payments	-		51
Unwinding of discount on contingent consideration (Note 21)	14,114		-
	21,681		51

9.Investment income

	Group
	2024		2023
	£		£
Interest income
Bank deposits	111,758		155,397

Investment income comprises bank deposit interest earned from unrestricted and restricted current cash accounts, alongside fixed term deposit interest. The interest rate earned from bank deposits during the reporting period ranged from 2.75% to 5.15%.

 

10.Income tax expense

	Group
	2024		2023
	£		£
Deferred tax
UK deferred taxation	419		-
Total tax expense	419		-

The charge for the year can be reconciled to the loss per the income statement as follows:

	2024		2023
	£		£
Loss before taxation	(5,685,081)		(3,860,415)
Expect tax credit based on a corporation tax rate of 25% (2023: 23.52%)	(1,421,270)		(907,970)
Effect on tax rate on different jurisdiction	5,970		-
Effect of expenses not deductible in determining taxable profit	359,804		173,143
Remeasurement of deferred tax for changes in tax rate	-		(45,351)
Movement in deferred tax not recognised	1,055,915		780,198
Taxation expense for the year	419		-

¹ Blended rate (25% from 1 April 2023 from 20%)

 

At the reporting date the Group had an unrecognised deferred tax asset of £3,093,387 (2023: £2,027,151), an increase of £1,066,236, of which £1,056,028 relates to continuing operations and £10,208 relates to discontinuing operations with respect to the effect of the increase in tax losses and capital allowances). Deferred tax assets, including those arising from temporary differences, are only recognised when it is considered likely that they will be commercially recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised.

 

11.Loss for the year from discontinued operations

Longboat JAPEX Norge AS

On 12 July 2024, the Company completed the sale of its 50.1% holding in its joint venture, Longboat JAPEX to its partner JAPEX, for a sum of $2.5 million. The loss from investment for the year has been disclosed as a loss from discontinued operations.

			Restated
	31 Dec 2024		31 Dec 2023
	£		£
Expenses excluding exploration write-offs 1	(40,829)		(4,332,660)
Exploration write off	-		(10,427,155)
Loss before tax	(40,829)		(14,759,815)
Current tax on discontinued operations	-		2,579,938
Deferred tax on discontinued operations	-		6,831,888
Loss after tax on discontinued operations	(40,829)		(5,347,989)
Gain on disposal 2	-		10,464,548
Share of loss from equity accounted joint venture 4	(3,009,250)		(2,803,202)
Impairment loss on equity accounted joint venture 3 4	(6,505,191)		(2,639,976)
Share based payments and currency translation difference from joint venture	(1,206,439)		-
Total loss after tax from discontinued operations	(10,761,709)		(326,619)
Loss per share from discontinued operations (note 12): operations
Basic	(18.30)		(0.58)
Diluted	(18.30)		(0.58)

 

¹ Expenses from discontinued operations for the financial year ended 2024 include £285,230 of historic currency translation adjustments, previously held in the currency translation reserves, that were taken to the statement of comprehensive income as unrealized foreign exchange loss on the disposal of Longboat JAPEX

² At the date of disposal the fair value of the joint venture was calculated based on the fair value of the consideration received. There are three tranches to the investment consideration.

			2023
			£
Fair value of Joint Venture of Longboat JAPEX**			17,555,140
Net assets at date of loss of control			(7,090,592)
Gain on loss of control			10,464,548

 

At the date of completion, the assets and liabilities of Longboat JAPEX were deconsolidated reflecting the loss of control of the subsidiary.  Details of the balances at the date of completion are shown below:

Assets and liabilities deconsolidated			14 July 2023
Intangible assets			23,166,865
Property, plant and equipment			42,013
Tax recoverable			39,429,854
Cash			1,693,429
Other current assets			1,349,818
Total assets			65,681,978
Exploration finance facility			35,710,740
Other current liabilities			2,621,719
Deferred tax			16,548,598
Other long-term liabilities			3,710,329
Total liabilities			58,591,386
Net Assets			7,090,592

 

³ At the date of disposal of the Company's remaining 50.1% share in Longboat JAPEX, the carrying value of the investment was written down to the recoverable amount of $2.5 million (£1.9 million), resulting in an impairment charge of £6.5 million.

⁴ Loss from continued operation for the financial year ended 2023 of £5,443,178 was reclassed to loss from discontinued operation as a result of the completion of sale of its 50.1% holding in its joint venture, Longboat JAPEX to its partner JAPEX.

 

12. Losses per share

	Group
			Restated
	2024		2023
	£		£
Number of shares
Weighted average number of ordinary shares for basic earnings per share	57,545,029		56,670,294
Losses
Losses for basic and diluted losses per share being net loss attributable to equity shareholders of the Company for:
Continuing operations	(5,685,500)		(3,860,415)
Discontinued operations	(10,761 709)		(326,619)
Losses per share (expressed in pence)
Basic and diluted from continuing operations	(9.88)		(6.81)
Basic and diluted from discontinued operations	(18.70)		(0.58)

 

Basic and diluted losses per share are calculated by dividing the losses attributable to ordinary shareholders by the weighted average number of shares outstanding during the period. Share options and awards are not included in the dilutive calculation for loss making periods because they are anti-dilutive.

 

13.Investments in subsidiaries and equity accounted joint venture

	Group
	2024		2023
	£		£
Investments in joint venture	-		12,461,890

On 14 July 2023 the Company's formerly wholly owned Norwegian subsidiary issued new shares, representing 49.9% of its total enlarged issued share capital, to JAPEX.  This share issue resulted in the Company losing its controlling interest in its subsidiary and created a new joint venture investment with JAPEX, where the Company and JAPEX held equal voting rights over the renamed Longboat JAPEX Norge AS.  

This legal entity was held in the Group accounts as an investment in joint venture and is accounted for using the Equity method of accounting.

Company Name	Address	Incorporated	Class of shares	Holding	Voting rights
Longboat JAPEX Norge AS	Strandkaien 36, 4005 Stavanger, Norway.	5 Dec 2019.	Ordinary	50.1%	50%

On 17 June 2024 the Company announced the agreement to sell its 50.1% holding in Longboat JAPEX to JAPEX for a sum of $2.5 million. The sale was completed on 12 July 2024.

 

	Group
	2024		2023
	£		£
Cost or valuation
At 1 January	12,461,890		-
Proceeds from disposal of investment in joint venture	(1,935,912)		-
Fair value of joint venture of Longboat JAPEX	-		17,555,139
Share of loss from equity accounted joint venture	(3,009,250)		(2,803,202)
Impairment loss on equity accounted joint venture	(6,505,191)		(2,639,976)
Foreign exchange	(1,011,537)		349,929
At 31 December	-		12,461,890

 

Longboat JAPEX Income statement

	Group
	1 January 2024 to		15 July to
	12 July 2024		31 Dec 2023
	£		£
Revenue	10,536,338		-
Exploration write off	(331,193)		(17,247,984)
Exploration Financing Facility fees	(230,162)		(1,515,610)
Impairment loss	(4,033,057)		-
Other operating costs	(10,335,625)		(770,087)
Tax	(1,612,788)		13,938,468
	(6,006,487)		(5,595,213)
Company share:  50.1%	(3,009,250)		(2,803,202)

 

In the period from 1 January 2024 to 12 July 2024, majority of the loss relates to the impairment of Statfjord satellites licenses (£4 million) and tax expense (£1.6 million).

In the period from 15 July 2023 to 31 December 2023, the majority of the loss relates to the write off of the Velocette licence costs (£17.2 million), EFF fees (£1.5 million) and general overheads (£0.8 million) offset partially by a tax credit (£13.9 million).

 

	Company
	2024		2023
	£		£
Investment in subsidiaries	510,469		418,794
Investment in joint venture	-		13,465,865
	510,469		13,884,659

The Company's investments at the statement of financial position date in the share capital of companies include the following:

Company Name	Address	Incorporated	Class of shares	Holding %
Longboat Energy (2A) Limited	5th Floor, One New Change, London	16 Jan 2023	Ordinary	100
Topaz Number One Limited	5th Floor, One New Change, London	6 Jul 2022	Ordinary	100
Seascape Energy (SE Asia) Sdn.Bhd	Level 30-32, Menara Prestige, No 1, Jalan Pinang, Kuala Lumpur, 5040	19 Oct 2023	Ordinary	100
Longboat Energy (DEWA) Limited	5th Floor, One New Change, London	7 April 2024	Ordinary	100

During the year, the Company assessed the carrying value of the investment in subsidiaries for indicators of impairment. No impairments were recognised in the period.

On 2 December 2024, the Company announced the farm out of the Block 2A PSC through the sale of Longboat Energy (2A) Limited (LBE2A) to INPEX. As at the year end, the investment in LBE2A has been reclassified to 'asset held for sale'.

 

Movements in non-current investments

Company			Subsidiaries
			£
Cost
At 31 December 2023 and 1 January 2024			610,469
Reclass to Assets held for sale (Note 18)			(100,000)
At 31 December 2024			510,469
Valuation			Joint Ventures
			£
At 1 January 2023			-
Initial recognition of equity accounted joint venture - cost			13,465,865
At 31 December 2023			13,465,865
Proceeds from disposal of investment in joint venture			(1,935,912)
Loss on disposal1			(11,529,953)
At 31 December 2024			-

 

¹ During the year ended 31 December 2024, the Group incurred share-based payment expenses with respect to  Longboat Japex Norge AS of £544,830, which was recognised within income statement loss on disposal. The total loss on disposal recognised, including this amount, was therefore £12,074,783 for the year (2023: £nil).

 

14.Exploration and evaluation assets

	Group
	2024		2023
	£		£
Cost
At 1 January	572,512		34,661,436
Additions	277,997		2,013,790
Exploration asset acquisition	-		377,366
Foreign currency adjustments	17,323		(2,955,897)
Exploration write-off Disposal	- -		(10,427,155) (23,097,028)
Reclass to Asset held for sale (Note 18)	(582,474)		-
At 31 December	285,358		572,512
Carrying amount
At 31 December	285,358		572,512

 

On 21 October 2024 the Group was awarded a Production Sharing Contract for the DEWA Cluster under the Malaysian Bid Round.

On 30 November 2024, the Group entered into an agreement with INPEX to farm out its interest in the 2A PSC through the sale of LBE2A. As at the year end, the exploration and evaluation assets held in the 2A PSC has been reclassified to Asset held for sale.

At 31 December 2024, there were no indicators of impairment under IFRS 6 and, therefore, no full impairment assessment was undertaken

 

15.Property, plant and equipment

				Fixtures and fittings		Computers		Total
GROUP				£		£		£
Cost
At 1 January 2023				45,931		54,421		100,352
Additions Disposal				- (40,294)		6,576 (20,693)		6,576 (60,987)
Foreign currency adjustments				(4,230)		(2,172)		(6,402)
At 31 December 2023				1,407		38,132		39,539
Additions				-		8,437		8,437
Foreign currency adjustments				-		126		126
At 31 December 2024				1,407		46,695		48,102
Accumulated depreciations
At 1 January 2023				7,596		26,649		34,245
Charge for the year Disposal				2,561 (10,783)		7,918 (11,161)		10,479 (21,944)
Foreign currency adjustments				1,564		4,834		6,398
At 31 December 2023				938		28,240		29,178
Charge for the year				469		6,938		7,407
Foreign currency adjustments				-		22		22
At 31 December 2024				1,407		35,200		36,607
Carrying amounts
At 31 December 2024				-		11,495		11,495
At 31 December 2023				469		9,892		10,361

 

					Fixtures and fittings		Computers		Total
COMPANY					£		£		£
Cost
At 1 January 2023					1,407		31,557		32,964
Additions					-		6,575		6,575
At 31 December 2023					1,407		38,132		39,539
Additions					-		1,506		1,506
At 31 December 2024					1,407		39,638		41,045
Accumulated depreciations and
Impairment
At 1 January 2023					469		18,229		18,698
Charge for the year					469		10,011		10,480
At 31 December 2023					938		28,240		29,178
Charge for the year					469		5,758		6,227
At 31 December 2024					1,407		33,998		35,405
Carrying amounts
At 31 December 2024					-		5,640		5,640
At 31 December 2023					469		9,892		10,361

 

 

16.Cash and cash equivalents

Group			Company
	2024	2023		2024	2023
	£	£		£	£
Cash and bank balances	2,988,607	3,684,541		2,191,612	3,542,798
Less: cash restricted in use	(520,708)	(850,684)		-	(803,417)
Unrestricted cash and bank balances	2,467,899	2,833,857		2,191,612	2,739,381
Add: cash included as held for sale	315,363	-		-	-
Cash and cash equivalents	2,783,262	2,833,857		2,191,612	2,739,381

Cash restricted in use for the financial year ended 2024 represents deposits placed with financial institutions as guarantees against the value of minimum work commitment to be carried out by Longboat Energy (DEWA) Limited (2023: consist of minimum work commitment for Longboat Japex Norge AS amounted to £803,417 and Longboat Energy (2A) Limited amounted to £47,267).

 

17.Trade and other receivables

	Group
		2024		2023
		£		£
Current
Trade receivables		1,220		79,409
Receivables from joint venture		-		848,602
VAT recoverable		71,383		189,833
Other receivables		14,678		128,818
Deposits		1,522		-
Prepayments		24,124		96,689
		112,927		1,343,351
	Company
		2024		2023
Current
Amounts owed by subsidiaries		-		887,373
Less expected credit loss		-		(443,687)
		-		443,686
Loan to subsidiaries		3,035,783		-
Receivables from joint venture		-		848,602
VAT recoverable		71,282		186,442
Other receivables		14,663		42,740
Prepayments		17,323		96,689
		3,139,051		1,618,159

 

The directors consider that the carrying amount of trade and other receivables approximates to their fair value.

Amounts owed by subsidiaries are unsecured, interest free, have no fixed date of repayment and are repayable on demand. Increase in the amounts owed by subsidiaries are mainly contributed by the expansion of subsidiaries' operational activities under the 2A PSC and the establishment of new subsidiary. The increase reflects higher intercompany transactions, including funding support for PSC exploration activities, and other operational requirements.

The loans to subsidiaries as at 31 December 2024 are non-trade in nature, unsecured, bear interest of 7.50% per annum and are repayable on demand.

 

Receivables from joint venture includes expenses and management service charges to Longboat JAPEX, all amounts were fully repaid during the financial year 2024.

Analysis, which considers both historical and forward looking qualitative and quantitative information was performed by Management to determine whether the credit risk has significantly increased since the time the receivable was initially recognised. The Group's current receivables balance of £0.1million (2023: £1.3 million) have been assessed and no ECL provision has been determined to apply. The Company had a receivables balance of £1.6 million as at the year ended 2023, which includes £0.4 million ECL provision against receivables from the amount owed by a subsidiary, LBE2A, based on probability of repayment having considered the risks associated with the underlying assets of the Company.

The ECL on the amount owed by a subsidiary has been subsequently reversed during the financial 2024. On 30 November 2024, the Group entered into an agreement to farm out a 42.5% participating interest in the 2A PSC through the sale of LBE2A to INPEX, for initial cash consideration of $10 million. The sale was completed on 17 March 2025.

 

18.Assets and liabilities classified as held for sale

Block 2A PSC Farm Out

On 30 November 2024, the Group farmed-out a 42.5% participating interest in the 2A PSC to INPEX retaining a 10% participating interest through its wholly-owned subsidiary, Topaz Number One Limited.

 

The farm-out was effected through a Share Sale & Purchase Agreement with INPEX for the entire share capital of LBE2A. Prior to this transaction a 5.75% participating interest in the 2A PSC was sold by TNOL to LBE2A at book cost increasing LBE2A's participating interest and its sole asset, to 42.5%. The sale of LBE2A completed on 17 March 2025.

The assets and liabilities of LBE2A has been disclosed as Assets and Liabilities Held for Sale and the profit or loss generated from LBE2A for the year has been disclosed as loss from discontinued operations.

					Group
					2024
					£
Intangible assets					582,474
Other receivables					120,733
Cash at bank					315,363
Total assets classified as held for sale					1,018,570
Trade and other payables					71,388
Total liabilities classified as held for sale					71,388
					Company
					2024
					£
Investment in subsidiary					100,000
Total assets classified as held for sale					100,000

 

19.Trade and other payables

 

Group
	2024		2023
	£		£
Trade payables	76,299		257,903
Accruals	540,068		149,808
Social security and other taxation	39,085		114,386
Payables to joint venture	-		351,913
Other payables	13,905		20,227
Trade and other payables	669,357		894,237

 

	Company
	2024		2023
	£		£
Trade payables	83,607		157,464
Accruals	401,742		74,186
Social security and other taxation	39,085		114,386
Payables to associates	-		317,028
Other payables	-		20,227
	524,434		683,291

 

Included within payables to joint venture are time writing expenses recharged to Longboat JAPEX, all amounts were fully repaid during 2024.

Accruals comprise audit and accounting fees and other operational related costs at the year end.

At 31 December 2024, the Group has accrued for bonuses and professional fees with respect to ongoing business development activities.

The directors consider that the carrying amount of trade and other payables approximates to their fair value.

 

20.Provisions

	Group
	2024		2023
	£		£
Provision for deferred salaries and bonus	702,000		-
	Company
	2024		2023
	£		£
Provision for deferred salaries and bonus	519,483		-

 

On 1 July 2024, the Executive Chairman and the CEO deferred a proportion of their salaries pending an improvement in the financial position of the Group. As at 31 December 2024, the Group and the Company made a provision for these deferred salaries and performance bonuses for directors and employees in view of the successful farm-out of Block 2A on 30 November 2024.

 

21.Contingent consideration

	Group and Company
	2024		2023
	£		£
At 1 January	239,688		-
Acquisition of Topaz Number One Limited	-		239,688
Change in estimate	55,023		-
Unwinding of discount (Note 8)	14,114		-
At 31 December	308,825		239,688

 

Acquisition of Topaz Number One Limited

In September 2023, the Company acquired TNOL whose sole asset was a 15.75% interest in the 2A PSC. The fair value of the consideration paid and payable for the 100% share in TNOL was $403,000 (£318,794). The fair value of the assets and liabilities acquired at completion on 21 December 2023 are shown below:

	2023
Assets:	£
Exploration assets	377,366
Accounts receivable	81
Under/overcall	83,917
Liabilities:
Accounts payable	(111,295)
Accruals	(31,275)
Net assets at fair value	318,794
Consideration:
Equity issued on completion ($100,000)	79,106
Contingent fair value consideration ($303,000)	239,688
Total consideration	318,794

 

As part of the purchase agreement with the vendor of TNOL, the consideration was made up of three tranches.

Tranche 1 was equivalent to $0.1 million, settled by an issue of 441,470 new ordinary shares in the Company on 20 December 2023. This tranche has been fully settled and nothing further is payable with respect to it.

Tranche 2 was equivalent to $0.125 million, was contingent and became payable in the shares of Seascape Energy Asia plc upon the farm out of the Company's interest in the 2A PSC which occurred on 30 November 2024. Accordingly an issue of 278,870 new ordinary shares in the Company, was made on completion on 17 March 2025. This tranche has been fully settled and nothing further is payable with respect to it.

Tranche 3 (part 1) is contingent on an exploration well announcement in excess of 600bcf (well must commence drilling within 5 years). The payment will be equivalent of $1 million and will be settled in cash or allotment of shares in the Company, at the discretion of the Company.

Tranche 3 (part 2) is contingent on the growth in the Company's share price. The payment will be equivalent of up to $2 million, based on the table shown below, and will be settled in cash or an allotment of shares in the Company at its discretion.

Growth in Seascape	Consideration
Shares Average Price	%	USD
0-9.9%	0%	-
10-24.9%	33%	666,667
25-49.9%	67%	1,133,333
>=50%	100%	2,000,000

If a liquidity event occurs, involving the sale of TNOL's share in the 2A PSC then Tranche 3 will be calculated instead upon the proceeds of the liquidity event, but capped at the total of $3.0 million, as above.

To calculate the fair value of the consideration at the time of the acquisition of TNOL, a base case, low case and liquidity case scenario were risked, weighting and discounted, taking into account the expected chance of a farm down, expected chance of >600bcf discovery and the expected impact on the share price.  Also included was the liquidity scenario where the chance of a sale of the interest in the 2A PSC was estimated.

At the acquisition date the fair value of the contingent consideration was calculated to be $0.3 million (£0.2 million). A change of probability of success by 5 percentage points would lead to a 33% change in the fair value consideration of TNOL, equivalent to USD $100k (£80k). As the plans for the drilling of the exploration well on Block 2A firm up, the Company expects to increase the probability of success and associated contingent liability.

 

22.Deferred tax

GROUP

The following are the deferred tax liabilities and assets recognised and movements thereon during the current and prior reporting period.

 

			ACAs
			£
Deferred tax balance at 1 January 2023			25,736,898
Deferred tax movements in prior year
Differences in tax basis for offset of tax losses in Norway Foreign exchange			(8,385,916) (802,384)
Disposal			(16,548,598)
Deferred tax liability at 31 December 2023			-
Deferred tax movements in current year
Temporary differences arising from fixed assets			419
Foreign exchange			8
Deferred tax liability at 31 December 2024			427

 

At the reporting date the Group had an unrecognised deferred tax asset of £3.0 million (2023: £2.0 million), an increase of £1.0 million, materially all of which relates to continuing operations. Deferred tax assets, including those arising from temporary differences, are only recognised when it is considered likely that they will be commercially recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised.

 

23.Called up share capital

			Group and Company
			2024		2023
			£		£
Authorised, called up, allotted and fully paid
62,818,946 (2023: 57,108,120) ordinary shares			6,281,895		5,710,812

 

Each ordinary share has a par value of £0.10.

The share capital issues during 2023 and 2024 are summarized as follows:

 

			Group and Company
			Number of shares		Nominal value
					£
At 1 January 2023			56,666,666		5,666,667
Shares issued on acquisition of subsidiary			441,470		44,147
At 31 December 2023 and 1 January 2024			57,108,136		5,710,814
Shares issued for cash			5,710,810		571,081
At 31 December 2024			62,818,946		6,281,895

On 4 December 2024, the Company raised £1,998,787 through the issue of 5,710,810 new ordinary shares for cash at £0.35 each.

 

24.Share premium account

	Group and Company
	2024		2023
	£		£
At 1 January	35,605,370		35,570,411
Shares issued on acquisition of subsidiary (Note 30)	-		34,959
Shares issued for cash Costs of share issue	1,427,460 (223,410)		- -
At 31 December	36,809,420		35,605,370

 

25.Share based payments

	Group and Company
	2024		2023
	£		£
At 1 January	1,024,486		660,449
Awarded to UK employees	424,648		199,017
Awarded to Malaysian employees	104,575		-
Awarded to Norwegian employees (discontinued operations)	186,758		165,020
Transferred to retained earnings	(1,274,269)		-
At 31 December	466,198		1,024,486

 

During the year, the Company operated three share incentive schemes: the Long-Term Incentive Plan (LTIP), the Co-investment plan (CIP) and the NED Long-Term Incentive Plan. The remaining awards made in 2019 under the Founder Incentive Plan (FIP) all lapsed during the period. Details of the schemes are summarised in the Remuneration Report prepared by the Remuneration Committee are as follows:

Co-Investment Plan (CIP) awards

For the purpose of determining the fair value of an award, the following assumptions have been applied and a valuation calculation run through the Monte Carlo Model:

 

Grant date	3 Aug 23	10 Feb 22 (Part A)	10 Feb 22 (Part B)	02 Jul 21
Performance period (years)	3	3	3	3
Share price at grant date	£0.30	£0.57	£0.57	£0.70
Exercise price	Nil	£0.10	£0.10	£0.10
Risk free rate	4.73%	1.35%	1.35%	15.00%
Dividend yield	0%	0%	0%	0%
Volatility of Company share price	62%	50%	50%	51%
Fair value per award	£0.18	£0.19	£0.24	£0.38

 

	2024	2023	Weighted average fair
	No.	No.	value (£ per share)
Outstanding at beginning of the period	1,219,212	794,505	£0.29
Lapsed during the period	(916,501)	-	(£0.38)
Granted during the period	-	424,707	-
Outstanding at the end of the period	302,711	1,219,212	£1.16
Exercisable at the end of the period	nil	nil

 

 

The weighted average exercise price of outstanding options is £0.03 (2023: £0.07).

 

The weighted average remaining contractual life as at 31 December 2024 is 37 months (2023: 14 months).

 

Long Term Incentive Plan and NED Long Term Incentive Plan

 

The 2024 awards have been valued using the Black Scholes Model as there is no TSR conditions attached to them. All other historic awards have been valued using the Monte Carlo model, which calculates a fair value based on a large number of randomly generated simulations of the Company's TSR.

 

Grant date	7 Oct 24	15 Jul 24	3 Aug 23	7 Jan 22	12 Aug 22	8 Nov 21	1 Oct 21	2 Jul 21	2 Jul 21	24 Sep 20
Weighted average share price at grant date	£0.22	£0.22	£0.305	£0.624	£0.430	£0.705	£0.780	£0.720	£0.720	£0.885
TSR performance	none	none	-	-	-	-	-	-	-	-
Risk free rate	4.12%	4.12%	4.73%	0.85%	1.96%	n/a	0.60%	0.09%	0.15%	-0.1%
Dividend yield	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%
Volatility of Company share price	101%	100%	62%	50%	52%	n/a	50%	51%	51%	58%
Weighted average fair value	£0.16	£0.16	£0.18	£0.27	£0.23	£0.33	£0.36	£0.27	£0.33	£0.33

 

The risk-free rate assumption has been set as the yield as at the calculation date on zero-coupon government bonds of a term commensurate with the remaining performance period.

 

The historical three-year volatility of the constituents of the FTSE AIM Oil & Gas super sector, as of the date of grant, was used to derive the volatility assumption.

 

 

Long Term Incentive Plan

		Restated
	2024	2023
	No.	No.
Outstanding at 1 January	4,961,600	1,560,600
Awarded during the year	6,963,646	3,401,000
Forfeited during the year	(3,485,687)	-
Outstanding at the 31 December	8,439,559	4,961,600
Exercisable at the 31 December	nil	536,700

 

NED Incentive Plan

	2024	2023
	No.	No.
Outstanding at 1 January	-	nil
Awarded during the year	486,790	nil
Forfeited during the year	-	nil
Outstanding at the 31 December	486,790	nil
Exercisable at the 31 December	nil	nil

 

The weighted average exercise price of outstanding options is £0.17 (2023: £0.10).

The weighted average remaining contractual life as at 31 December 2024 is 52 months (2023: 22 months).

 

26.Currency translation reserve

	2024		2023
GROUP	£		£
At the beginning of the year	310,803		561,242
Currency translation differences on joint venture	-		349,929
Currency translation difference on disposal of subsidiary	-		(561,242)
Currency translation difference on foreign subsidiaries	32,254		(39,126)
Disposal of joint venture	(349,929)		-
At the end of the year	(6,872)		310,803

 

The currency translation reserve relates to the movement in translating operations denominated in currencies other than sterling into the presentation currency.

 

27.Cash absorbed by continuing operations

Group
		Restated
	2024		2023
	£		£
Loss for the year before tax before other comprehensive income 1	(5,685,081)		(3,860,415)
Add back:
Interest payable	-		51
Interest receivable	(111,758)		(155,397)
Depreciation	7,407		10,479
Equity settled share-based payment expense	527,411		199,017
Unwinding discount on contingent consideration	14,114		-
Changes in estimate on contingent consideration	55,023
Movements in working capital:
Decrease/(increase) in trade and other receivables	1,121,103		(884,733)
Increase in trade and other payables	45,801		737,266
Movement in provision	702,000		-
Cash absorbed by operations	(3,323,980)		(3,953,732)

 

¹ Loss from continued operation for the financial year ended 2023 of £5,443,178 was reclassed to loss from discontinued operation as a result of the completion of sale of its 50.1% holding in its joint venture, Longboat JAPEX to its partner JAPEX.

 

28.Cash absorbed by discontinuing operations

Group
		Restated
	2024		2023
GROUP	£		£
Loss for the year after tax before other comprehensive income 1	(10,761,709)		(326,619)
Add back:
Taxation credit	-		(9,411,827)
Write offs	-		10,427,155
Depreciation	-		5,007
Interest payable	-		1,191,918
Interest receivable	(543)		(41,589)
Share-based payment expense	544,830		74,309
Time writing adjustment	-		(425,002)
Historic bank fees	-		124,690
Lease depreciation	-		35,671
Least interest	-		(59,290)
EFF commitment fee	-		175,521
Gain on deconsolidation	-		(10,464,548)
Loss from investment 1	3,670,859		2,803,202
Impairment loss on investment 1	6,505,191		2,639,976
Movements in working capital:
(Increase)/decrease in trade and other receivables	(369,485)		126,667
(Decrease)/increase in trade and other payables	(199,294)		461,417
Cash absorbed by discontinued operations	(610,151)		(2,663,342)

 

¹ Loss from continued operation for the financial year ended 2023 of £5,443,178 was reclassed to loss from discontinued operation as a result of the completion of sale of its 50.1% holding in its joint venture, Longboat JAPEX to its partner JAPEX.

 

29.Financial risk management

The Group is exposed to financial risks through its various business activities. In particular, changes in interest rates and exchange rates can have an effect on the capital and financial situation of the Group. In addition, the Group is subject to credit risks.

The Group has adopted internal guidelines, which concern risk control processes and which regulate the use of financial instruments and thus provide a clear separation of the roles relating to operational financial activities, their implementation and accounting, and the auditing of financial instruments. The guidelines on which the Group's risk management processes are designed to ensure that the risks are identified and analysed across the Group. They also aim for a suitable limitation and control of the risks involved, as well as their monitoring.

The Group controls and monitors these risks primarily through its operational business and financing activities.

Credit Risks

The credit risk describes the risk from an economic loss that arises because a contracting party fails to fulfil their contractual payment obligations. The credit risk includes both the immediate default risk and the risk of credit deterioration, connected with the risk of the concentration of individual risks. For the Group, credit and default risks are concentrated in the financial institutions in which it places cash deposits.

The Group's policy is to place its cash with banks with an appropriate credit rating in accordance with the Company's Treasury Risk Management Policy.

Notwithstanding existing collateral, the amount of financial assets indicates the maximum default risk in the event that counterparties are unable to meet their contractual payment obligations. The maximum credit default risk amounted to £3,442,123 (2023: £4,741,369) at the statement of financial position date, of which £3,303,970 (2023: £3,684,541) was cash on deposit at banks.

		Group			Company
		2024	2023		2024	2023
	Rating	£	£		£	£
DNB Bank ASA	Aa1	2,191,612	3,617,563		2,191,612	3,542,798
OCBC Bank (Malaysia) Berhad	Aa1	273,924	66,978		-	-
CIMB Islamic Bank Berhad	Baa1	523,071	-		-	-
Cash held in continuing operations		2,988,607	3,684,541		2,191,612	3,542,798
DNB Bank ASA		76,815	-		-	-
OCBC Bank (Malaysia) Berhad		238,548	-		-	-
Cash held in asset held for sale		315,363	-		-	-

Liquidity Risks

Liquidity risk is defined as the risk that a Company may not be able to fulfil its financial obligations. The Group manages its liquidity by maintaining cash and cash equivalents sufficient to meet its expected cash requirements. The Group has assessed the ability of the Group's in meeting their cash requirements for the next twelve month in the statement of going concern.

At 31 December 2024, the Group had cash on deposit of £3,303,970 (2023: £3,684,541).

Market Risks

Interest Rate Risks

Interest rate risks exist due to potential changes in market interest rates and can lead to a change in the fair value of fixed-interest bearing instruments, and to fluctuations in interest payment for variable interest rate financial instruments.

In the financial year ended 2023, the Group was exposed to Interest rate risks through the Groups Exploration Facility in Norway. The table below shows the impact in GBP on pre-tax profit and loss in the joint venture of a 10% increase/decrease in the interest rates, holding all other variables constant.:

 

	2024		2023
	£		£
Interest rate increase/decrease by 10%	-		76,578

 

The Group is exposed to interest rate risks on cash held on deposit at banks. Interest income for the year to 31 December 2024 was £112,301 (2023: £155,397). These accounts are maintained for liquidity rather than investment, and the interest rate risk on deposits is not considered material to the Group.

Currency risks

The Group operates in the UK and Malaysia, incurring expenses and holding cash in sterling, United States dollars, Malaysian Ringgit (historically also in Norwegian kroner). The Group incurs some expenditure in foreign currency when the investment policy requires services to be obtained overseas. The foreign exchange risk on these costs is not considered material to the Group.

The following table shows the carrying amounts, amortised amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

 

Group
	Carrying amount	Amortised cost	FVTPL		Carrying amount	Amortised cost	FVTPL
	2024	2024	2024		2023	2023	2023
Loans and receivables	£	£	£		£	£	£
Cash and cash equivalent	2,467,899	2,467,899	-		2,833,857	2,833,857	2,833,857
Restricted cash	520,708	520,708	-		850,684	850,684	850,684
Trade and other receivables (note 17)	88,803	88,803	-		1,246,662	1,246,662	-
Total financial assets	3,077,410	3,077,410	-		4,931,203	4,931,203	3,684,541
Financial liabilities measured at amortised cost
Trade and other payables (note 19)	129,289	129,289	-		744,429	744,429	-
Provisions (note 20)	702,000	-	702,000		-	-	-
Total financial liabilities	831,289	129,289	702,000		744,429	744,429	-
Total financial instruments	2,246,121	2,948,121	(702,000)		4,186,774	4,186,774	3,684,541
Company
	Carrying amount	Amortised cost	FVTPL		Carrying amount	Amortised cost	FVTPL
	2024	2024	2024		2023	2023	2023
Loans and receivables	£	£	£		£	£	£
Cash and cash equivalent	2,467,899	2,467,899	-		2,833,857	2,833,857	2,833,857
Restricted cash	520,708	520,708	-		850,684	850,684	850,684
Trade and other receivables (note 17)	3,121,728	3,121,728	-		1,521,470	1,521,470	-
Total financial assets	6,110,335	6,110,335	-		5,206,011	5,206,011	3,684,541
Financial liabilities measured at amortised cost
Trade and other payables (note 19)	122,692	122,692	-		609,105	609,105	-
Provisions (note 20)	519,483	-	519,483		-	-	-
Total financial liabilities	642,175	122,692	519,483		609,105	609,105	-
Total financial instruments	5,468,160	5,987,643	(519,483)		4,596,906	4,596,906	3,684,541

 

At the year-end the Group and Company maintained the following cash reserves:

 

		Group			Company
		2024	2023		2024	2023
		£	£		£	£
Cash and cash equivalents held in GBP		1,707,122	1,144,114		1,706,479	1,144,114
Cash and cash equivalents held in USD		1,015,515	2,427,689		485,133	2,351,711
Cash and cash equivalents held in MYR		265,970	65,765		-	-
Cash and cash equivalents held in NOK		-	46,973		-	46,973
Cash held in continuing operations		2,988,607	3,684,541		2,191,612	3,542,798
Cash and cash equivalents held in USD		264,137	-		-	-
Cash and cash equivalents held in MYR		51,226	-		-	-
Cash held in asset held for sale		315,363	-		-	-

The Group's exposure to foreign currency risk at the end of the reporting period is summarised below. All amounts are presented in GBP equivalent.

	2024		2023
	£		£
Cash and cash equivalents	1,281,485		2,540,427
Trade and other receivables	32,824		353
Trade and other payables	(57,020)		(788,127)
Net exposure	1,257,289		1,752,653

Sensitivity analysis

As shown in the table above, the Group is exposed to changes in exchange rates through its balances not held in sterling. The table below shows the impact in sterling on pre-tax profit and loss of a 10% increase/decrease in the exchange rates, holding all other variables constant.

 

	2024		2023
	£		£
Exchange rate increases by 10%	139,699		194,739
Exchange rate decrease by 10%	(114,299)		(159,332)

 

 

30.Retirement benefit schemes

		Group
		2024	2023
		£		£
Defined contribution schemes
Charge to profit or loss in respect of defined contribution schemes:
Continuing operations		102,717		58,250
Discontinuing operations		-		109,985
		102,717		168,235

 

 

 

	Company
	2024		2023
	£		£
Defined contribution schemes
Charge to profit or loss in respect of defined contribution schemes	56,194		58,250

 

31.Related party transactions 

a.   Identities of related parties

 

The related parties of the Group and of the Company are:

 

(i)         Its subsidiaries as disclosed in Note 13 to the financial statements; and

(ii)         Members of the Board of Directors are deemed to be key management personnel. Key management personnel compensation for the financial period is the same as the Director remuneration set out in the Corporate Governance Statement except for key management personnel as disclosed in (d).

 

b.   In addition to the information detailed elsewhere in the financial statements, set out below are other significant transactions and outstanding balances with related parties during the financial year:

 

	2024	2024	2023	2023
Group	Transactions (£)	Balance outstanding (£)	Transactions  (£)	Balance outstanding (£)
Net expenses recharged to/(by):
-       Longboat JAPEX Norge AS	(218,359)	-	(94,497)	496,689
Company
Net expenses recharged to/(by):
-       Longboat JAPEX Norge AS	(218,359)	-	(94,497)	531,574
-       Longboat Energy (2A) Limited	88,065	36,604	843,678	443,686
-       Topaz Number One Limited	17,430	42,888	(94,710)	-
-       Longboat Energy (Dewa) Limited	52,048	-	-	-
-       Seascape Energy (SE Asia) Sdn Bhd	528,688	309,389	-	-
Advances to:
-       Longboat Energy (2A) Limited	1,222,741	1,222,741	-	-
-       Topaz Number One Limited	230,629	230,629	-	-
-       Longboat Energy (Dewa) Limited	511,103	511,103	-	-
-       Seascape Energy (SE Asia) Sdn Bhd	326,839	326,839	-	-
Interest on loan charged to:
-       Longboat Energy (2A) Limited	71,668	73,892	-	-
-       Topaz Number One Limited	5,265	6,559	-	-
-       Longboat Energy (Dewa) Limited	16,014	16,601	-	-
-       Seascape Energy (SE Asia) Sdn Bhd	11,284	11,699	-	-

 

The related party balances with Longboat JAPEX arose as a result of the agreements that were entered into at the time of establishment of the joint venture. On 12 July 2024, the Company completed the sale of the investment in Longboat JAPEX to JAPEX, hence there was no intercompany balance outstanding with the joint venture.

 

 

c.   Other information

 

Directors' interests in the shares of the Company in the current and prior period, including family interests, were as follows:

 

Ordinary shares

	2024*	2023*
Graham Stewart	350,000	350,000
Nicholas Ingrassia	304,080	218,366
James Menzies	2,220,604	321,872
Geraldine Murphy	285,714	-
Helge Hammer (resigned on 30 April 2024)	-	1,077,023
Jonathan Cooper (resigned on 27 June 2024)	-	341,516
Jorunn Saetre (resigned on 27 June 2024)	-	51,667

 

*As at the date of publication of the Report and Accounts for each respective year

Under IAS 24 section 4, all intragroup transactions which have been eliminated on consolidation are exempt from being disclosed as the Group has prepared consolidated financial statements.

The Group does not have one controlling party.

 

32.Minimum financial commitments

	2024	2023
	£	£
Dewa Complex Cluster	510,188	-

 

Longboat Energy (DEWA) Limited (LBE Dewa), a wholly-owned subsidiary of the Group, holds a 28% participating interest and a further 12% paying interest (on behalf of PETROS) in the Dewa Complex Cluster, and is obligated to carry out the minimum work commitments as stated in the production sharing contract. This includes conducting a detailed and systematic resource assessment for 12 fields on the hydrocarbon potential of the contract area through integrated geological, geophysical and geochemical studies on a regional scale trend and prospect level and thereafter submitting a resource assessment report to PETRONAS. The cost to be incurred by LBE Dewa in regard to the work commitments are estimated to be £510,188 (USD640,000).

33.Subsequent events

On 13 February 2025 the Company announced the appointment of Haida Hazri as an Independent Non-executive Director and Pierre Eliet as an Executive Director of the Company.

On 17 March 2025 the Company completed the sale to INPEX of LBE2A, the sole asset of which was a 42.5% participating interest in the 2A PSC for initial cash consideration of $10 million plus the reimbursement of historic costs.

On 20 March 2025 the Company announced that it had paid the first tranche of contingent consideration in relation to the acquisition of Topaz Number One Limited which totaled $125,000, payable through a further issue of new ordinary shares of 10 pence each in the Company. This became due upon an exploration well being committed on Block 2A or a farm-out.