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2025 Interim Results

In brief · summary, not quotable

H1 2025 revenue fell 86% to $3.4m due to production suspension; Ukrainian authorities suspended three key production licences.

Half year to 30 Jun 2025NowYear beforeChange
Revenue £2.6m £18.7m −86.0%
Operating profit £0.8m £13.3m −94.3%
Profit before tax £0.5m £13.3m −96.2%
Net income (£1.1m) £10.0m
Cash from operations £1.0m £17.2m −94.4%
Cash £73.4m –

Figures as reported, converted to £ where needed – see all financials.

Full announcement

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Enwell Energy plc ("Enwell Energy" or the "Company", and together with its subsidiaries, the "Group"), the AIM-quoted (AIM: ENW) oil and gas exploration and production group, is pleased to announce its unaudited results for the six month period ended 30 June 2025.

Highlights

Operational

·Aggregate average daily production of 1,865 boepd (1H 2024: 2,077 boepd) (in each case calculated on the days when the Group's fields were actually in production)
·Aggregate production volumes for the period of 48,962 boe (1H 2024: 377,968 boe)
Financial
·Revenue of $3.4 million (1H 2024: $23.7 million), down 86% primarily as a result of the suspension of production early in the period
·Gross profit of $1.4 million (1H 2024: $15.5 million), down 91%
·Operating profit of $1.0 million (1H 2024: $16.9 million), down 94% predominantly as a result of the suspension of production early in the period
·Net loss of $1.4 million (1H 2024: $12.6 million profit)
·Cash and cash equivalents of $100.7 million as at 30 June 2025 (30 June 2024: $93.7 million), and of $100.2 million as at 22 September 2025
·Average realised gas and condensate prices in Ukraine were $377/Mm 3 (UAH15,836/Mm 3 ) and $63/bbl respectively, with no LPG produced in the period (1H 2024: $306/Mm 3 (UAH11,919/Mm 3 ) gas, $74/bbl condensate and $149/boe LPG)
Outlook
·The Russian invasion of Ukraine in February 2022 has had and continues to have a significant impact on all aspects of life in Ukraine, including the Group's business and operations. The scale and duration of disruption to the Group's business continues to be difficult to predict, and there remains significant uncertainty about the outcome of the war in Ukraine
·In November 2024, the Ukrainian authorities issued orders to suspend the MEX-GOL, SV and VAS production licences for a period of ten years, and consequently all work at these licences is currently suspended. This followed similar regulatory action against the Group in April and May 2023, when the VAS production licence and SC exploration licence were suspended from May 2023 until June 2024
·The Group is continuing to pursue legal proceedings to challenge the suspension orders, including investigating the possibility of seeking further interim measures to allow restoration of its operations at the MEX-GOL, SV and VAS fields
·The Group has also commenced arbitration proceedings under the bilateral investment treaty between the United Kingdom and Ukraine
·At the SC exploration licence area, planning for the development of the licence area is continuing
·Currently, the Group retains a significant proportion of its cash outside Ukraine, which enhances the Group's ability to navigate the current risk environment for the foreseeable future, and provides a material buffer to any further disruptions to the Group's operations
·The Group's limited development programme for the remainder of 2025 and 2026 is expected to be funded from its existing cash resources and operational cash flow

Oleksiy Zayets, CEO, commented: "The regulatory action taken by the Ukrainian authorities in November 2024 resulting in the ongoing suspensions of our MEX-GOL, SV and VAS production licences is very disappointing at a time when Ukraine is in need of hydrocarbon production to support its energy needs. We are endeavouring to find a resolution of these issues with the Ukrainian Government and hope that progress can be made towards such a resolution. These endeavours include, in August 2025, the Group commencing arbitration proceedings against Ukraine under the Agreement Between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of Ukraine for the Promotion and Reciprocal Protection of Investments."

Definitions/Glossary

bblbarrel
bbl/dbarrels per day
boebarrels of oil equivalent
boepdbarrels of oil equivalent per day
CompanyEnwell Energy plc
€Euro
GDPgross domestic product
GroupEnwell Energy plc and its subsidiaries
kmkilometre
km 2square kilometre
LPGliquefied petroleum gas
MEX-GOLMekhediviska-Golotvshinska
m 3cubic metres
Mm³thousand cubic metres
MMboemillion barrels of oil equivalent
MMscfmillion scf
MMscf/dmillion scf per day
%per cent.
QHSEquality, health, safety and environment
SCSvystunivsko-Chervonolutskyi
scfstandard cubic feet measured at 20 degrees Celsius and one atmosphere
SVSvyrydivske
$United States Dollar
UAHUkrainian Hryvnia
VASVasyschevskoye
VEDVvdenska

Chairman's Statement

I present the Group's results for the first half of 2025, which reflect the very challenging situation in respect of the Group's business in Ukraine. The ongoing war in Ukraine presents a very difficult operating environment and worrying outlook, and I am greatly saddened by the terrible events occurring there.

The war has had a significant impact on all aspects of life in Ukraine, including the Group's business and operations. The overall scale and duration of future disruption to the Group's business continues to be difficult to predict, and there remains significant uncertainty about the outcome of the war.

In November 2024, the MEX-GOL, SV and VAS production licences were suspended by the Ukrainian authorities. The Group commenced legal proceedings in Ukraine to challenge these suspensions, which resulted in interim rulings to temporarily lift the suspensions, but unfortunately, the interim rulings in respect of the MEX-GOL and SV licences were overturned in January 2025 and in respect of the VAS licence in February 2025. Consequently, all operational activity is currently suspended at these licences.

In August 2025, the Group commenced arbitration proceedings against Ukraine under the Agreement Between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of Ukraine for the Promotion and Reciprocal Protection of Investments (the "Treaty"). The Treaty is an international treaty designed to protect the rights of investors from the United Kingdom or Ukraine who make investments in the other country. Within the arbitration proceedings, the Company is claiming monetary damages for the loss and damage it has suffered as a result of Ukraine's actions, as well as the reinstatement of the MEX-GOL, SV and VAS production licences for the remainder of their respective durations, and its costs.

Notwithstanding the war and the Ukrainian authorities regulatory actions, during the first half of 2025, the Group continued with development of the SC exploration licence area, which includes planning for the installation of gas processing facilities and other surface infrastructure.

Aggregate average daily production (calculated on the days when the fields were actually in production) during the first half of 2025 was 1,865 boepd, which is lower than the aggregate daily production rate of 2,077 boepd achieved on the days of actual production during the corresponding period in 2024 primarily due to the various suspensions of operations at the MEX-GOL, SV and VAS fields, as well as the disruption caused by the war and natural field decline. The aggregate production volumes for the period were 48,962 boe, which is lower than the aggregate production volumes of 377,968 boe for the corresponding period in 2024 for the same reasons.

The suspension of the MEX-GOL, SV and VAS fields meant that production volumes were significantly lower during the period, with the result that revenues were much lower at $3.4 million (1H 2024: $23.7 million). The Group made a net loss of $1.4 million (1H 2024: $12.6 million profit), and operating profit was also much lower at $1.0 million (1H 2024: $16.9 million). Despite this, the Group still generated a net cash inflow from operating activities of $1.2 million (1H 2024: $21.8 million) enabled by the $4.5 million interest received.

Development activity was significantly impacted by the high level of risk faced by the Group in Ukraine.

There is significant disruption to the fiscal and economic environment in Ukraine due to the ongoing war. Whilst during the first half of 2025, the Ukrainian economy grew, it is likely that fiscal and economic uncertainties will continue until hostilities cease.

In recent years, the Ukrainian Government implemented a number of reforms in the oil and gas sector, which include the deregulation of the gas supply market and simplification of the regulatory procedures applicable to oil and gas exploration and production activities in Ukraine. The deregulation of the gas supply market, supported by electronic gas trading platforms, has improved pricing transparency in Ukraine.

During 2025 to date, Ukrainian gas prices strengthened as the Ukrainian gas market adapted to the prevailing demand and supply conditions. However, condensate prices were lower by comparison to the corresponding period in 2024, and there was no LPG production due to a delay in the issue of an LPG production licence.

Restructuring of Smart Holding Group

In January 2023, the Company was notified that there had been a restructuring of the ownership of the PJSC Smart-Holding Group, a member of which held a major shareholding in the Company, and which was ultimately controlled by Mr Vadym Novynskyi ("Mr Novynskyi"). Under this restructuring, which occurred with effect from 1 December 2022, Mr Novynskyi disposed of his major indirect shareholding interest in the Company to two trusts registered in Cyprus named the SMART Trust and the STEP Trust (the "Trusts"). Further information is contained in the Company's announcement dated 17 January 2023, and the TR-1 Forms published on 26 January 2023, 31 July 2023 and 20 March 2024.

Regulatory Actions by Ukrainian Authorities and Suspensions of Licences

As announced on 4 January 2023, new legislation, Law No. 2805-IX, relating to the natural resources sector was enacted in Ukraine, which came into force on 28 March 2023. This legislation was a substantial package of new procedures and reforms designed to improve the regulatory process relating to the exploration and development of natural resources in Ukraine. However, the legislation includes provisions that if the ultimate beneficial owner of a mineral or hydrocarbon licence becomes the subject of sanctions in Ukraine, then the State Geologic and Subsoil Survey of Ukraine (the "SGSS") may suspend or revoke that licence.

Following Law No. 2805-IX coming into force on 28 March 2023, the Ukrainian authorities have taken a number of regulatory actions against a number of the Group's subsidiary companies in Ukraine.

In September 2024, new legislation came into force which requires that branches (or representative offices) of foreign companies operating in Ukraine register their ultimate beneficial owners in the State Register. RPC, which holds the MEX-GOL and SV licences, operates such a branch and therefore registered the Trustees of the Trusts as its ultimate beneficial owners in the State Register, based on the notifications made by the Trustees to the Company and published to the market on 26 January 2023, 31 July 2023 and 20 March 2024.

Following receipt of the suspension orders, the Company issued legal proceedings in the Poltava District Administrative Court in Ukraine to challenge such orders, and within such proceedings, the Company obtained interim rulings (the "Interim Rulings") to lift the suspensions of the MEX-GOL, SV and VAS production licences pending determination of the substantive issues in the legal proceedings, as set out in the Company's announcement dated 26 November 2024.

The Group is continuing its legal proceedings in Ukraine to challenge the suspension orders, including investigating the possibility of pursuing further interim measures to allow restoration of its operations, and continuing to consult with its external legal and other advisers to seek to mitigate the risks associated with the regulatory actions of the Ukrainian authorities.

In addition, as announced on 27 August 2025, the Group has commenced arbitration proceedings against Ukraine under the Treaty between the United Kingdom and Ukraine. The arbitration proceedings have been commenced in accordance with the Convention on Settlement of Investment Disputes between States and Nationals of Other States (the "ICSID Convention"), and the arbitration has been registered by the International Centre for Settlement of Investment Disputes ( "ICSID"). Within the arbitration proceedings, the Company is claiming monetary damages for the loss and damage it has suffered as a result of Ukraine's actions, as well as the reinstatement of the MEX-GOL, SV and VAS production licences for the remainder of their respective durations, and its costs.

Board Change

In January 2025, Igor Basai stepped down as a Non-Executive Director and Oleksandr Blyzniuk was appointed as a Non-Executive Director.

Outlook

The ongoing war in Ukraine creates a devastating humanitarian situation in Ukraine, as well as extreme challenges to the social, fiscal, economic and business environment. This has been exacerbated in respect of the Group by the regulatory actions of the Ukrainian authorities, culminating in the suspension of the MEX-GOL, SV and VAS production licences.

Under these circumstances, it is extremely difficult to plan future investment and operational activities at the Group's fields. However, subject to resolution of the current regulatory issues with the Ukrainian authorities, and it being safe to do so, the Group is planning to undertake further limited development activities during the remainder of 2025 and beyond in order to continue the development of its fields. In doing so, the Group is taking and will take all measures available to protect and safeguard its personnel and business, with the safety and wellbeing of its personnel and contractors being paramount. The Group retains a significant proportion of its cash reserves outside Ukraine, and this provides a material buffer to any further disruptions to the Group's operations. This has enabled the Board to reach the opinion that the Group has sufficient resources to navigate the current risk environment for the foreseeable future.

In conclusion, on behalf of the Board, I would like to thank all of our staff for their continued dedication and efforts during 2025 to date, especially their remarkable courage and fortitude during the ongoing war in Ukraine.

Chuck Valceschini

Chairman

Chief Executive's Statement

Introduction

The war in Ukraine, as well as adverse regulatory actions by the Ukrainian authorities, have materially disrupted the Group's development activity at its Ukrainian fields during the first half of 2025. During the period, such regulatory actions resulted in the continued suspensions of the MEX-GOL, SV and VAS licences, and currently there are no production operations at these fields.

At the SC exploration licence, development activities continued and this included planning for the installation of new gas processing facilities and other surface infrastructure as well as assessing the feasibility of an alternative option to connect to existing gas processing facilities.

Overall production in the first half of 2025 was lower than in the corresponding period in 2024 due to the disruption to production operations caused by the war in Ukraine, natural field decline and the suspensions of the MEX-GOL, SV and VAS production licences.

Production

The average daily production of gas, condensate, oil and LPG for the 23 days that the MEX-GOL and SV fields were producing (182 days in 1H 2024) and the 58 days that the VAS field was producing (nil days in 1H 2024), during the six month period ended 30 June 2025, is shown below.

FieldGas (MMscf/d)Condensate * (bbl/d)LPG ** (b oe /d)Aggregate boepd
1H 202 51H 202 41H 202 51H 202 41H 202 51H 202 41H 202 51H 202 4
MEX-GOL & SV7.18.6449323-3251,6922,077
VAS0.9-6---173-
Total8.08.6455323-3251,8652,077

* Condensate includes light oil from well MEX-102 which commenced production in late October 2024

** There was no LPG production in 1H 2025 due to a delay in renewal of the LPG production licence

As a result of the continued operational disruptions caused by the war, regulatory actions and deferment of development work, the Group's average daily production rate for the first half of 2025 declined. During the period, regulatory actions taken by the Ukrainian authorities resulted in the suspensions of the MEX-GOL and SV licences from 22 January 2025 and the VAS licence from 27 February 2025, with, in each case, such suspensions currently continuing. Accordingly, there is currently no production from these fields.

Aggregate production volumes for 1H 2025 were 48,962 boe, which is lower than the aggregate production volumes of 377,968 boe in the corresponding period in 2024 for the reasons set out above.

Operations

The war in Ukraine has significantly affected fiscal and economic stability in the country, and the oil and gas sector in Ukraine has been particularly affected by interruptions to power supplies, the unavailability of oil field equipment and services and disruptions to the markets, including weaker demand, for the sale of gas, condensate, oil and LPG. These disruptions impacted the Group's realised hydrocarbon prices in Ukraine, in turn impacting the Group's revenues and profitability during the period.

During the first half of 2025, the Group continued to refine its geological subsurface models of the MEX-GOL, SV and VAS fields, as well as the SC licence area, in order to enhance its strategy for the further development of such fields and licence area, including the timing and level of future capital investment required to exploit the hydrocarbon resources.

At the MEX-GOL and SV fields, limited operational activities were undertaken in the period up to the reinstatement of the suspensions of these licences on 22 January 2025, after which all operational activities were suspended. At these fields, until the reinstatement of the suspensions, the Group continued to operate each of the SV-2 and SV-12 wells under joint venture agreements with PJSC Ukrnafta, the majority State-owned oil and gas producer. Under the agreements, the gas and condensate produced from the respective wells is sold under an equal net profit sharing arrangement between the Group and PJSC Ukrnafta, with the Group accounting for the hydrocarbons produced and sold from the wells as revenue, and the net profit share due to PJSC Ukrnafta being treated as a lease expense in cost of sales. However, following the SV-2 well experiencing water ingress, a workover of this well was undertaken to replace the production string and remove obstructions in the well, but this work was unsuccessful and further remedial work is not being considered at the present time.

At the VAS field, production operations were undertaken in the period up to the reinstatement of the suspension of this licence on 27 February 2025, after which all operational activities were suspended.

At the SC exploration licence area, development work continued, and this included planning for the installation of new gas processing facilities and other surface infrastructure as well as assessing the feasibility of an alternative option to connect to existing gas processing facilities.

Outlook

The ongoing war in Ukraine has caused significant disruption to the country as a whole and to the Group's business activities, and until there is a resolution to the war, the disruption and uncertainty are likely to continue. Subject to resolution of the current regulatory issues with the Ukrainian authorities and it being safe to do so, during the remainder of 2025 and 2026, the Group plans to continue the development of its fields to the extent it is possible to do so.

At the SC licence area, the work on development plans for the licence area will continue.

Finally, I would like to add my thanks to all of our staff for the continued hard work and dedication they have shown over the course of 2025 to date, and to especially recognise their continuing efforts and professionalism in the face of the extremely challenging current situation in Ukraine.

Oleksiy Zayets

Chief Executive Officer

Finance Review

The periods of suspension of its production licences and the resultant reduced production and sales volumes for much of the first half of 2025 resulted in the Group making a net loss for the period of $1.4 million (1H 2024: $12.6 million profit).

Revenue for the period, derived from the sale of the Group's Ukrainian gas, condensate, oil and LPG production, was down 86% at $3.4 million (1H 2024: $23.7 million), primarily as a result of the much lower production rates due to the licence suspensions.

Aggregate daily production for the first half of 2025 was down approximately 10% at 1,865 boepd (1H 2024: 2,077 boepd), in each case calculated on the days when the Group's fields were actually in production, primarily due to the suspension of the MEX-GOL, SV and VAS production licences, as well as the disruption to operations and ongoing reduced levels of field development as a result of the war in Ukraine and natural field decline. Aggregate production volumes for the period were 48,962 boe, which is lower than the aggregate production volumes of 377,968 boe in the corresponding period in 2024 for the same reasons.

During the first half of 2025, while there was less volatility in global, and particularly European, gas prices, the war in Ukraine continued to disrupt the Ukrainian gas market. Nevertheless, there was an improvement in realised gas sales prices, resulting in a 23% increase in average gas price realisations in the period at $377/Mm3 (UAH15,836/Mm3). Average sales prices for condensate declined by 15% at $63/bbl. Following the successful workover of the MEX-102 well, oil production commenced during October 2024 with average realised oil prices of $64/bbl. There were no LPG sales in the period due to a delay in the renewal of the Group's LPG production licence. Since 1 March 2025, there have been no hydrocarbon sales as a result of the suspension of the MEX-GOL, SV and VAS production licences.

Gross profit for the period was 91% lower at $1.4 million (1H 2024: $15.5 million) due to the much lower production rates caused by the licence suspensions. Cash generated from operations was negative at $2.0 million (1H 2024: $21.3 million) for similar reasons.

Cost of sales for the period was also proportionately lower at $2.0 million (1H 2024: $8.2 million), with the decline in production resulting in a decline in depreciation as well as reducing the revenue-related costs of taxes and well rental.

The subsoil tax rates applicable to gas production were stable during the first six months of 2025 as follows:

(i)when gas prices are up to $150/Mm 3 , the rate for wells drilled prior to 1 January 2018 ("old wells") is 14.5% for gas produced from deposits at depths shallower than 5,000 metres and 7% for gas produced from deposits deeper than 5,000 metres, and for wells drilled after 1 January 2018 ("new wells") is 6% for gas produced from deposits at depths shallower than 5,000 metres and 3% for gas produced from deposits deeper than 5,000 metres;
(ii)when gas prices are between $150/Mm 3 and $400/Mm 3 , the rate for old wells is 29% for gas produced from deposits at depths shallower than 5,000 metres and 14% for gas produced from deposits deeper than 5,000 metres, and for new wells is 12% for gas produced from deposits at depths shallower than 5,000 metres and 6% for gas produced from deposits deeper than 5,000 metres;
(iii)when gas prices are more than $400/Mm 3 , for the first $400/Mm 3 , the rate for old wells is 29% for gas produced from deposits at depths shallower than 5,000 metres and 14% for gas produced from deposits deeper than 5,000 metres, and for new wells is 12% for gas produced from deposits at depths shallower than 5,000 metres and 6% for gas produced from deposits deeper than 5,000 metres, and for the difference between $400/Mm 3 and the actual price, the rate for old wells is 65% for gas produced from deposits at depths shallower than 5,000 metres and 31% for gas produced from deposits deeper than 5,000 metres, and for new wells is 36% for gas produced from deposits at depths shallower than 5,000 metres and 18% for gas produced from deposits deeper than 5,000 metres

The subsoil tax rates applicable to condensate and oil production were 31% for condensate and oil produced from deposits shallower than 5,000 metres and 16% for condensate and oil produced from deposits deeper than 5,000 metres, for both old and new wells.

As a direct result of the war in Ukraine, including the significant decline in domestic consumption disrupting the previous supply, demand and pricing dynamics, there has been a divergence between domestic and European gas pricing, and accordingly, the methodology (linked to European prices) used to determine the reference gas price for the subsoil tax rates has had a significantly detrimental effect for domestic gas producers. In order to address this issue, legislation was implemented in August 2022 which modified such methodology to ensure that it operates as originally intended (with such reference price being aligned with domestic prices).

Administrative expenses for the period were higher at $2.9 million (1H 2024: $2.4 million) as a result of higher staff and consultancy costs.

The tax charge for the six months ended 30 June 2025 was lower at $2.0 million (1H 2024: $4.2 million), and comprised a current tax charge of $0.4 million (1H 2024: $3.1 million) and a deferred tax charge of $1.6 million (1H 2024: $1.1 million).

A deferred tax asset relating to the Group's provision for decommissioning as at 30 June 2025 of $0.7 million (31 December 2024: $0.6 million) was recognised on the tax effect of the temporary differences of the Group's provision for decommissioning at the MEX-GOL and SV fields, and its tax base. A deferred tax liability relating to the Group's development and production assets at the MEX-GOL and SV fields as at 30 June 2025 of $8.1 million (31 December 2024: $6.4 million) was recognised on the tax effect of the temporary differences between the carrying value of the Group's development and production asset at the MEX-GOL and SV fields, and its tax base.

A deferred tax asset relating to the Group's provision for decommissioning as at 30 June 2025 of $0.4 million (31 December 2024: $0.4 million) was recognised on the tax effect of the temporary differences on the Group's provision on decommissioning at the VAS field, and its tax base. A deferred tax asset relating to the Group's development and production assets at the VAS field as at 30 June 2025 of $0.1 million (31 December 2024: $0.1 million) was recognised on the tax effect of the temporary differences between the carrying value of the Group's development and production asset at the VAS field, and its tax base.

Capital investment of $0.2 million reflects the greatly reduced investment in the Group's oil and gas development and production assets during the period (1H 2024: $0.5 million). The low level of capital investment in the period is a function of the deferral of certain aspects of the Group's development plans necessitated by the ongoing war in Ukraine and the suspension of the Group's MEX-GOL, SV and VAS licences since November 2024.

A review of any indicators of impairment of the carrying value of the Group's assets was undertaken at the period end and this review concluded that the suspension of the MEX-GOL, SV and VAS production licence had resulted in such an indicator. Impairment reviews were therefore conducted on the carrying value of the Group's assets but did not result in the recognition of any further impairment loss (1H 2024: $nil).

Cash and cash equivalents held as at 30 June 2025 were higher at $100.7 million (1H 2024: $93.7 million). The Group's cash and cash equivalents balance as at 22 September 2025 was $100.2 million, held as to $84.2 million equivalent in Ukrainian Hryvnia and the balance of $16.0 million equivalent predominantly in US Dollars, Euros and Pounds Sterling.

During the first six months of 2025, the Ukrainian Hryvnia was stable against the US Dollar, at UAH42.0/$1.00 on 31 December 2024 and UAH41.6/$1.00 on 30 June 2025. The impact of this was $1.6 million of foreign exchange gain (1H 2024: $8.9 million of foreign exchange loss). Increases and decreases in the value of the Ukrainian Hryvnia against the US Dollar affect the carrying value of the Group's assets. The official exchange rate of the Ukrainian Hryvnia to the US Dollar on 22 September 2025 was UAH41.25/$1.00.

Cash from operating activities has funded capital investment during the first six months of 2025, and along with the Group's current cash position, are the sources from which the Group plans to fund the limited development programmes for its assets over the remainder of 2025 and beyond. This is coupled with the fact that the Group has no debt covenants that may otherwise impede its ability to implement contingency plans if domestic and/or global circumstances dictate. This flexibility and ability to monitor and manage development plans and liquidity is a cornerstone of our planning, and underpins our assessments of the future. The annual Group running costs of less than $8 million are currently covered by interest income from the Group's monetary resources at the end of the period of $100.7 million, meaning that the Group remains in a very strong position, notwithstanding the impact of the current regulatory actions of the Ukrainian authorities and the war in Ukraine, as well as any local or global shocks that may occur to the industry and/or the Group.

Bruce Burrows

Finance Director

Principal Risks and How We Manage Them

RiskMitigation
External risks
War in Ukraine
On 24 February 2022, Russia invaded Ukraine and there is currently a serious and ongoing war within Ukraine. This war is having a huge impact on Ukraine and its population, with significant destruction of infrastructure and buildings in the areas of conflict, as well as damage in other areas of Ukraine. The war is resulting in significant casualties and has caused a huge humanitarian catastrophe and refugee influx into neighbouring countries. The war is also impacting the fiscal and economic environment in Ukraine, as well as the financial stability and banking system in Ukraine, including restrictions on the transfer of funds outside Ukraine. The war is an escalation of the previous regional conflict risk faced by the business, a dispute that has been going on since 2014 in parts of eastern Ukraine, and since that time Russia has continued to occupy Crimea. The current war is also having a significant adverse effect on the Ukrainian financial markets, hampering the ability of Ukrainian companies and banks to obtain funding from the international capital and debt markets. The war has disrupted the Group's business and operations, causing periods of suspension of field operations, and has also impacted the supply of materials and equipment and the availability of contractors to undertake field operations. At present, the war is ongoing and the scope and duration of the war is uncertain.The Group has assets in the areas of conflict in the east of Ukraine, and the war has disrupted its operations in those areas. The Group ha d been undertaking only limited field and production operations at the MEX-GOL , SV and VAS fields, as well as the SC licence area , until the suspension of the MEX-GOL, SV and VAS licences in November 2024 . During production operations at the fields, inventories of hydrocarbons are being maintained at minimum levels. At the sites where operations are suspended, there are no staff permanently on site, except for necessary security staff. Where possible, all other staff work remotely and have been supplied with all necessary devices and software to facilitate remote working. Additionally, the Group aims to maintain a significant proportion of its cash resources outside Ukraine. The Group continues to monitor the situation and endeavours to protect its assets and safeguard its staff and contractors.
Risk relating to Ukraine
Ukraine is an emerging market and as such the Group is exposed to greater regulatory, economic and political risks than it would be in other jurisdictions. Emerging economies are generally subject to a volatile political and economic environment, which makes them vulnerable to market downturns elsewhere in the world and could adversely impact the Group's ability to operate in the market. Furthermore, the war in Ukraine is impacting the social, fiscal and economic environment, the financial and banking system, and the economic stability of Ukraine. As a result, Ukraine will require financial assistance and/or aid from international financial agencies to provide economic support and assist with the reconstruction of infrastructure and buildings damaged in the war.The Group minimises this risk by continuously monitoring the market in Ukraine and by maintaining as strong a working relationship as possible with the Ukrainian regulatory authorities. The Group also maintains a significant proportion of its cash holdings in international banks outside Ukraine.
Banking system in Ukraine
The banking system in Ukraine has been under great strain in recent years due to the weak level of capital, low asset quality caused by the economic situation, currency depreciation, changing regulations and other economic pressures generally, and so the risks associated with the banks in Ukraine have been significant, including in relation to the banks with which the Group has operated bank accounts. This situation was improving moderately following remedial action by the National Bank of Ukraine, but the current war has significantly affected such improvements, and the National Bank of Ukraine has imposed a number of restrictive measures designed to protect the banking system, including restrictions o n the transfer of funds outside Ukraine (albeit that the Group aims to maintain a significant proportion of its cash resources outside Ukraine ) . In addition, Ukraine continues to be supported by funding from the International Monetary Fund.The creditworthiness and potential risks relating to the banks in Ukraine are regularly reviewed by the Group, but the geopolitical and economic events in Ukraine over recent years have significantly weakened the Ukrainian banking sector. This has been exacerbated by the current war in Ukraine. In light of this, the Group has taken and continues to take steps to diversify its banking arrangements between a number of banks in Ukraine. These measures are designed to spread the risks associated with each bank's creditworthiness, and the Group endeavours to use banks that have the best available creditworthiness. Nevertheless, and despite the recent improvements, the Ukrainian banking sector remains weakly capitalised and so the risks associated with the banks in Ukraine remain significant, including in relation to the banks with which the Group operates bank accounts. As a consequence, the Group also maintains a significant proportion of its cash holdings in international banks outside Ukraine.
Geopolitical environment in Ukraine
Climate change
Any near and medium-term continued warming of the planet can have potentially increasing negative social, economic and environmental consequences, generally, globally and regionally, and specifically in relation to the Group. The potential impacts include: loss of market; and increased costs of operations through increasing regulatory oversight and controls, including potential effective or actual loss of licences to operate. As a diligent operator aware of and responsive to its good stewardship responsibilities, the Group not only needs to monitor and modify its business plans and operations to react to changes, but also to ensure its environmental footprint is as minimal as it can practicably be in managing the hydrocarbon resources the Group produces.The Group's plans include: assessing, reducing and/or mitigating its emissions in its operations; and identifying climate change-related risks and assessing the degree to which they can affect its business, including financial implications. The HSE Committee is specifically tasked with overseeing, measuring, benchmarking and mitigating the Group's environmental and climate impact, which will be reported on in future periods. At this stage, the Group does not consider climate change to have any material implications for the Group's financial statements, including accounting estimates.
Operational and technical risks
Quality, Health, Safety and Environment ("QHSE")
The oil and gas industry, by its nature, conducts activities which can cause health, safety, environmental and security incidents. Serious incidents can not only have a financial impact but can also damage the Group's reputation and the opportunity to undertake further projects. The war in Ukraine poses significant risks to field operations, by way of potential threat to the lives of employees and contractors, and damage to equipment and infrastructure.The Group maintains QHSE policies and requires that management, staff and contractors adhere to these policies. The policies ensure that the Group meets Ukrainian legislative standards in full and achieves international standards to the maximum extent possible. As a consequence of the current war in Ukraine and the periods of suspension of the Group's production licences , only limited field operations have been undertaken at the Group's fields. Only essential staff are located at site, and all other staff are working remotely, either from areas away from the conflict areas or outside Ukraine. The Group has invested in technology that allows many staff to work just as effectively from remote locations.
Industry risks
Production of hydrocarbons
Producing gas and condensate reservoirs are generally characterised by declining production rates which vary depending upon reservoir characteristics and other factors. Future production of the Group's gas and condensate reserves, and therefore the Group's cash flow and income, are highly dependent on the Group's success in operating existing producing wells, drilling new production wells and efficiently developing and exploiting any reserves, and finding or acquiring additional reserves. The Group may not be able to develop, find or acquire reserves at acceptable costs. The experience gained from drilling undertaken to date highlights such risks as the Group targets the appraisal and production of these hydrocarbons.In recent years, the Group has engaged external technical consultants to undertake a comprehensive review and re-evaluation study of the MEX-GOL and SV fields in order to gain an improved understanding of the geological aspects of the fields and reservoir engineering, drilling and completion techniques, and the results of this study and further planned technical work are being used by the Group in the future development of these fields. The Group has established an ongoing relationship with such external technical consultants to ensure that technical management and planning is of a high quality in respect of all development activities on the Group's fields.

Risks relating to the further development and operation of the Group's gas and condensate fields in Ukraine

The planned development and operation of the Group's gas and condensate fields in Ukraine is susceptible to appraisal, development and operational risk. This could include, but is not restricted to, delays in the delivery of equipment in Ukraine, failure of key equipment, lower than expected production from wells that are currently producing, or new wells that are brought on-stream, problematic wells and complex geology which is difficult to drill or interpret. The generation of significant operational cash is dependent on the successful delivery and completion of the development and operation of the fields. The war in Ukraine is impacting planning and implementation of development and operations at the Group's fields.The Group's technical management staff, in consultation with its external technical consultants, carefully plan and supervise development and operational activities with the aim of managing the risks associated with the further development of the Group's fields in Ukraine. This includes detailed review and consideration of available subsurface data, utilisation of modern geological software, and utilisation of engineering and completion techniques developed for the fields. With regards to operational activities, the Group ensures that appropriate equipment and personnel are available for the operations, and that operational contractors are appropriately supervised. In addition, the Group performs a review of indicators of impairment of its oil and gas assets on an annual basis, and considers whether an assessment of its oil and gas assets by a suitably qualified independent assessor is appropriate or required.
Drilling and workover operations
Due to the depth and nature of the reservoirs in the Group's fields, the technical difficulty of drilling or re-entering wells in the Group's fields is high, and this and the equipment limitations within Ukraine, can result in unsuccessful or lower than expected outcomes for wells.The utilisation of detailed sub-surface analysis, careful well planning and engineering in designing work programmes, along with appropriate procurement procedures and competent on-site management, aims to minimise these risks.
Maintenance of facilities
There is a risk that production or transportation facilities can fail due to non-adequate maintenance, control or poor performance of the Group's suppliers.The Group's facilities are operated and maintained at standards above the Ukrainian minimum legal requirements. Operations staff are experienced and receive supplemental training to ensure that facilities are properly operated and maintained. Service providers are rigorously reviewed at the tender stage and are monitored during the contract period.
Financial risks
Exposure to cash flow and liquidity risk
There is a risk that insufficient funds are available to meet the Group's development obligations to commercialise the Group's oil and gas assets. Since a significant proportion of the future capital requirements of the Group is expected to be derived from operational cash generated from production, including from wells yet to be drilled, there is a risk that in the longer term insufficient operational cash is generated, or that additional funding, should the need arise, cannot be secured. The war in Ukraine has disrupted production operations at the Group's fields, and consequently reduced anticipated cash flows from those fields, and this has increased the risk regarding sufficiency of capital for development. In addition, the conflict may disrupt the sales market for hydrocarbons that are produced. Currently, however, hydrocarbon prices are reasonably strong , which is ameliorating the potential reduction in cash flows, and the Group's sales counterparties are meeting their financial obligations. In addition to the risk of operational cash shortfalls, there is a risk that even with strong cash flows and cash balances, the Group, from time to time, can suffer from non-Ukrainian operational banking appetite for businesses such as the Group's business, which can ultimately manifest itself in having restricted access to banking services.The Group maintains adequate cash reserves and closely monitors forecasted and actual cash flow, as well as short and longer-term funding requirements. T he Group aims to maintain a significant proportion of its cash resources outside Ukraine. The Group does not currently have any loans outstanding, internal financial projections are regularly made based on the latest estimates available, and various scenarios are run to assess the robustness of the Group's liquidity. However, as the risk to future capital funding is inherent in the oil and gas exploration and development industry and reliant in part on future development success, it is difficult for the Group to take any other measures to further mitigate this risk, other than tailoring its development activities to its available capital funding from time to time. The Group aims to maintain as diverse a range of banking relationships as possible to reduce the risks associated with limited accessibility to banking services which may exist from time to time.
Ensuring appropriate business practices
Hydrocarbon price risk
The Group derives its revenue principally from the sale of its Ukrainian hydrocarbon production. These revenues are subject to commodity price volatility and political influence. A prolonged period of low hydrocarbon prices may impact the Group's ability to maintain its long-term investment programme with a consequent effect on its growth rate, which in turn may impact the Company's share price or any shareholder returns. Lower hydrocarbon prices may not only decrease the Group's revenues per unit, but may also reduce the amount of hydrocarbons which the Group can produce economically, as would increases in costs associated with hydrocarbon production, such as subsoil taxes and royalties. The overall economics of the Group's key assets (being the net present value of the future cash flows from its Ukrainian projects) are far more sensitive to long - term hydrocarbon prices than short-term price volatility. However, short-term volatility does affect liquidity risk, as, in the early stage of the projects, income from production revenues is offset by capital investment. In addition, t he war in Ukraine has disrupt ed the sales market for hydrocarbons.The Group sells a proportion of Its hydrocarbon production through offtake arrangements, which include pricing formulae so as to ensure that it achieves market prices for its products, as well as utilising the electronic market platforms in Ukraine to achieve market prices for its remaining products. However, hydrocarbon prices in Ukraine are , in the longer-term, linked to world hydrocarbon prices and so the Group is subject to external price trends , as well as shorter-term volatility in the Ukrainian hydrocarbon market .
Currency risk
Since the beginning of 2014 , the Ukrainian Hryvnia significantly devalued against major world currencies, including the US Dollar, where it has fallen from UAH8.3/$1.00 on 1 January 2014 to UAH 42.0 /$1.00 on 31 December 202 4 , and UAH 41.25 /$1.00 on 22 September 202 5 . This devaluation has been a significant contributor to the imposition of banking restrictions by the National Bank of Ukraine over recent years. In addition, the geopolitical events in Ukraine over recent years and the current war in Ukraine are likely to continue to impact the valuation of the Ukrainian Hryvnia against major world currencies. Further devaluation of the Ukrainian Hryvnia against the US Dollar will affect the carrying value of the Group's assets.The Group's sales proceeds are received in Ukrainian Hryvnia, and the majority of the capital expenditure costs for the current investment programme will be incurred in Ukrainian Hryvnia, thus the currency of revenue and costs are largely matched. In light of the previous devaluation and volatility of the Ukrainian Hryvnia against major world currencies, and since the Ukrainian Hryvnia does not benefit from the range of currency hedging instruments which are available in more developed economies, the Group has adopted a policy that, where possible, funds not required for use in Ukraine be retained on deposit in the United Kingdom and Europe, principally in US Dollars.
Counterparty and credit risk
Financial markets and economic outlook
Corporate risks
Ukrainian production licences
The Group operates in a region where the right to production can be challenged by State and non-State parties. During 2010, this manifested itself in the form of a Ministry Order instructing the Group to suspend all operations and production from its MEX-GOL and SV production licences, which was not resolved until mid-2011. In 2013, new rules relating to the updating of production licences led to further challenges being raised by the Ukrainian authorities to the production licences held by independent oil and gas producers in Ukraine, including the Group. In March 2019, a Ministry Order was issued instructing the Group to suspend all operations and production from its VAS production licence, which was not resolved until March 2023. In 2020, LLC Arkona Gas-Energy ("Arkona") faced a challenge from PJSC Ukrnafta concerning the validity of its SC exploration licence , which was not ultimately resolved in Arkona's favour until February 2021. During 2023, the Ukrainian authorities took a number of regulatory actions against the Group, which culminated in Ministry Orders being made in May 2023 to suspend all operations and production on the VAS production licence and SC exploration licence area, which suspensions were not lifted until June 2024 . In November 2024, a Ministry Order was issued to suspend all operations and production at the MEX-GOL, SV and VAS production licence s, which suspensions, although temporarily lifted, currently remain in force. Excepting the current suspension orders made in respect of the MEX-GOL, SV and VAS production licences, a ll such challenges affecting the Group have been successfully defended through the Ukrainian legal system. The business environment is such that these types of challenges may arise at any time in relation to the Group's operations, licence history, compliance with licence commitments and/or local regulations. In addition, production licences in Ukraine are issued with and/or carry ongoing compliance obligations, which if not met, may lead to the loss of a licence.The Group ensures compliance with commitments and regulations relating to its production and exploration licences through Group procedures and controls or, where this is not immediately feasible for practical or logistical considerations, seeks to enter into dialogue with the relevant Government bodies with a view to agreeing a reasonable time frame for achieving compliance or an alternative, mutually agreeable course of action. Work programmes are designed to ensure that all licence obligations are met and continual interaction with Government bodies is maintained in relation to licence obligations and commitments.
Risks relating to key personnel
The Group's success depends upon skilled management as well as technical expertise and administrative staff. The loss of service of critical members from the Group's team could have an adverse effect on the business. The current war in Ukraine has meant that, as far as possible, the Group's staff have needed to move away from areas of conflict and work remotely.The Group periodically reviews the compensation and contractual terms of its staff. In addition, the Group has developed relationships with a number of technical and other professional experts and advisers, who are used to provide specialist services as required. As a result of the war, o nly essential staff are located at site, and all other staff are working remotely, either from areas away from the conflict areas or outside Ukraine. The Group has invested in technology that allows many staff to work just as effectively from remote locations.

Directors' Responsibility Statement

The Directors confirm that, to the best of their knowledge:

  • the unaudited condensed interim consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standard 34, 'Interim Financial Reporting' ("IAS 34") and the AIM Rules for Companies; and
  • these unaudited interim results include:
  • a fair review of the information required (i.e. an indication of important events and their impact and a description of the principal risks and uncertainties for the remaining six months of the financial year); and
  • a fair review of the information required on related party transactions.

A list of current Directors is maintained on the Group's website, www.enwell-energy.com.

Condensed Interim Consolidated Income Statement

6 months ended6 months ended
30 Jun 2 530 Jun 2 4
(unaudited)(unaudited)
Note$000$000
Revenue33,39523,698
Cost of sales4(2,031)(8,152)
Gross profit1,36415,546
Administrative expenses(2,871)(2,365)
Other operating gains , (net)52,4953,685
Operating profit98816,866
Net income from investments-446
Net impairment gains/(losses) on financial assets117(136)
Other (losses), (net)(57)(63)
Finance costs, (net)(393)(309)
Profit before taxation65516,804
Income tax expense6(2,030)(4,197)
(Loss)/profit for the period(1,375)12,607
Earnings per share (cents)
Basic and diluted7(0.4)c3.9c

The Notes set out below are an integral part of these unaudited condensed interim consolidated financial statements.

Condensed Interim Consolidated Statement of Comprehensive Income

6 months ended6 months ended
30 Jun 2530 Jun 24
(unaudited)(unaudited)
$000$000
(Loss)/profit for the period(1,375)12,607

Other comprehensive income/(loss):

Items that may be subsequently reclassified to profit or loss:

6 months ended6 months ended
30 Jun 2530 Jun 24
(unaudited)(unaudited)
Equity - foreign currency translation1,591(8,901)
Total other comprehensive income/(loss)1,591(8,901)
Total comprehensive income/(loss) for the period2163,706

The Notes set out below are an integral part of these unaudited condensed interim consolidated financial statements.

Condensed Interim Consolidated Balance Sheet

30 Jun 2 531 Dec 2 4
(unaudited)(audited)
Note$000$000
Assets
Non-current assets
Property, plant and equipment872, 80272,083
Intangible assets97,3177,317
Right-of-use assets509633
Deferred tax asset6399363
Prepayments for fixed assets48363
Non-current receivables5251
81,12 780,810
Current assets
Inventories2,9893,152
Trade and other receivables105,6827,648
Cash and cash equivalents12100,69799,398
109,3 68110,198
Total assets190, 495191,008
Liabilities
Current liabilities
Trade and other payables(1, 406 )(3,286)
Lease liabilities(351)(343)
Corporation tax payable(119)(974)
Interest(12)-
(1,8 88 )(4,603)
Net current assets107, 480105,595
Non-current liabilities
Provision for decommissioning11(8,550)(8,276)
Lease liabilities(338)(492)
Defined benefit liability(321)(323)
Deferred tax liability6(7,400)(5,796)
Loans(276)-
Other non-current liabilities(66)(78)
(16,951)(14,965)
Total liabilities(18, 839 )(19,568)
Net assets171, 656171,440
Equity
Called up share capital28,11528,115
Foreign exchange reserve(159,437)(161,028)
Other reserve4,2734,273
Retained earnings298 ,705300,080
Total equity171, 656171,440

The Notes set out below are an integral part of these unaudited condensed interim consolidated financial statements.

Condensed Interim Consolidated Statement of Changes in Equity

Called up share capitalShare premium accountMerger reserveCapital contributions reserveForeign exchange reserve*Retained earningsTotal equity
$000$000$000$000$000$000$000
As at 1 January 202 5 (audited)28,115-(3,204)7,477(161,028)300,080171,440
Profit/(loss) for the period-----(1,375)(1,375)
Other comprehensive income/(loss)
- exchange differences----1,591-1,591
Total comprehensive income/(loss)----1,591(1,375)216
As at 30 June 202 5 (unaudited)28,115-(3,204)7,477(159,437)298,705171,656
Called up share capitalShare premium accountMerger reserveCapital contributions reserveForeign exchange reserve*Retained earningsTotal equity
$000$000$000$000$000$000$000
As at 1 January 202 4 (audited)28,115-(3,204)7,477(146,549)276,282162,121
Profit for the period-----12,60712,607
Other comprehensive income/(loss)
- exchange differences----(8,901)-(8,901)
Total comprehensive income/(loss)----(8,901)12,6073,706
As at 30 June 202 4 (unaudited)28,115-(3,204)7,477(155,450)288,889165,827

* Predominantly as a result of exchange differences on retranslation, where the subsidiaries' functional currency is not US Dollars

The Notes set out below are an integral part of these unaudited condensed interim consolidated financial statements.

Condensed Interim Consolidated Statement of Cash Flows

6 months ended6 months ended
30 Jun 2 530 Jun 2 4
(unaudited)(unaudited)
Note$000$000
Operating activities
Cash generated from operations13(1,973)21,321
Charitable donations-(3)
Income tax paid(1,248)(3,458)
Interest received4,4653,932
Net cash inflow from operating activities1,24421,792
Investing activities
Purchase of property, plant and equipment(922)(1,384)
Purchase of intangible assets(221)(134)
Proceeds from sale of property, plant and equipment1435
Net cash outflow from investing activities(1,129)(1,483)
Financing activities
Payment of principal portion of lease liabilities(15)(203)
Loans issued(1,778)
Loans received1,834-
Net cash inflow/(outflow) from financing activities42(203)
Net increase in cash and cash equivalents15620,106
Cash and cash equivalents at beginning of the period1 299,39876,493
ECL* of cash and cash equivalents-329
Effect of foreign exchange rate changes1,143(4,084)
Cash and cash equivalents at end of the period12100,69792,844

*ECL - Expected credit losses

The Notes set out below are an integral part of these unaudited condensed interim consolidated financial statements.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

General Information and Operational Environment

Enwell Energy plc (the "Company") and its subsidiaries (together the "Group") is a gas, condensate, oil and LPG production group.

The Company is a public limited company incorporated in England and Wales under the Companies Act 2006, whose shares are quoted on the AIM Market of London Stock Exchange plc. The Company's registered office is at 84 Brook Street, London W1K 5EH, United Kingdom and its registered number is 4462555.

As at 30 June 2025, the Company's immediate parent company was Smart Energy (CY) Limited, which was 100% owned by Smart Holding (Cyprus) Limited, which was 100% owned by Proteas Trustees Ltd as trustee of the STEP Trust, and Proteas Trustee Services Ltd, Afroditi Loukaidou, Elena Iona and Argyrou Vaso as trustees of the SMART Trust. Accordingly, the Company was ultimately controlled by Proteas Trustees Ltd as trustee of the STEP Trust, and Proteas Trustee Services Ltd, Afroditi Loukaidou, Elena Iona and Argyrou Vaso as trustees of the SMART Trust.

The Group's gas, condensate LPG and oil extraction and production facilities are located in Ukraine.

Impact of the ongoing war in Ukraine

The NBU is now following an interest rate policy consistent with inflation targets, and its key policy rate currently stands at 15.5%. The inflation rate in Ukraine for the first half of 2025 was 6% (2024 year: 12%) according to the statistics published by the State Statistics Service of Ukraine.

In October 2023, the NBU returned to a managed floating exchange rate for the Ukrainian Hryvnia, and as of 30 June 2025, the Ukrainian Hryvnia exchange rate with the US Dollar was UAH41.64/$1.00 (UAH42.04/$1.00 as at 31 December 2024).

During the first half of 2025, Ukrainian GDP increased by 1.3% compared with a 2.9% increase in the 2024 year.

As at 22 September 2025, the official NBU exchange rate of the Ukrainian Hryvnia against the US Dollar was UAH41.25/$1.00, compared with UAH41.64/$1.00 as at 30 June 2025.

Further details of risks relating to Ukraine can be found within the Principal Risks and Uncertainties section earlier in this announcement.

Accounting Judgements and Estimates

Basis of preparation

These unaudited condensed interim consolidated financial statements for the six month period ended 30 June 2025 have been prepared in accordance with UK-adopted International Accounting Standard 34, 'Interim Financial Reporting' ("IAS 34") and the AIM Rules for Companies. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

These unaudited condensed interim consolidated financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2024 were approved by the Board of Directors on 20 June 2024 and subsequently filed with the Registrar of Companies. The Auditors' Report on those accounts was not qualified and did not contain any statement under section 498 of the Companies Act 2006.

The unaudited condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended 31 December 2024, which were prepared in accordance with UK-adopted International Accounting Standards.

The accounting policies and methods of computation and presentation used are consistent with those used in the Group's Annual Report and Financial Statements for the year ended 31 December 2024, with the exception of the new or revised standards and interpretations set out below.

Going Concern

The Group's business activities, together with the factors likely to affect its future operations, performance and position are set out in the Chairman's Statement, Chief Executive's Statement and Finance Review. The financial position of the Group, its cash flows and liquidity position are set out in these unaudited condensed interim consolidated financial statements.

The production assets of the Group are located in the central and eastern part of the country (Poltava and Kharkiv regions) which are controlled by the Ukrainian Government. As of the date of approval of these financial statements, no assets of the Group have been damaged. However, the licences relating to the Group's MEX-GOL and SV assets in the Poltava region and VAS asset in the Kharkiv region are suspended after the State Geologic and Subsoil Survey of Ukraine issued orders on 15 November 2024 for the suspension of the MEX-GOL, SV and VAS production licences for a period of ten years effective from 8 October 2024, and consequently all field and production operations on these licences has ceased. No military activities have occurred at the Group's field locations. The Gas Transmission System Operator of Ukraine has maintained complete operational and technological control over the operations of the Ukrainian Gas Transmission System. However, as of the date of approval of these financial statements, the war and the regulatory actions of the Ukrainian authorities has had, and continues to have, a material impact on the production and sales levels of the business and execution of the Group's 2025 budget.

The Group has no debt and funds its operations from its own cash resources. Cash and cash equivalents were $100.2 million as at 22 September 2025. The Directors maintain a significant level of flexibility to modify the Group's development plans as may be required to preserve cash resources for liquidity management. Absent the potential impact of the war in Ukraine, the Directors are satisfied that the Group and the Company are a going concern and will continue their operations for the foreseeable future.

The corporate strategy for the near term is to:

•continue work for the development of the SC exploration licence area, and moderating such development plans to reduce cash spend exposure whilst the war and regulatory, operational and political uncertainty continues;
•tightly manage costs to ensure cash resources are maintained at levels capable of sustaining the business through the continuing uncertainty

The Company is a UK-based investment holding company. The Company had cash and cash equivalents of $16.0 million as at 22 September 2025, all of which are held outside of Ukraine, in US Dollars, Pounds Sterling and Euros. The Directors are satisfied that the Company is a going concern and will be able to continue its operations for the foreseeable future, and there is no material uncertainty in respect of its ability to do so.

New and revised standards adopted by the Group

Amendments to IAS 1 Liabilities with Covenants

The amendments clarify the requirements for classifying liabilities in financial statements if the implementation of covenants is related to events after the reporting date. Now, liabilities related to covenants are classified as non-current if all contractual terms are met at the reporting date, or if the creditor provides a grace period to remedy covenant violations that lasts at least 12 months after the reporting date. This allows entities to avoid incorrect classification of liabilities that are not actually required to be repaid immediately.

The amendments require retrospective application for all periods presented, if practicable.

Since the Group has no liabilities with covenants, the Group's accounting policies have not changed, no potential impacts on future periods are expected, the amendments did not affect any items in the financial statements, and there were no restatements for prior periods.

Amendments to IFRS 16 - Sale and Leaseback Liabilities

The amendments clarify the requirements for measuring lease liabilities in sale and leaseback cases. In particular, the amendments require lease payments to be determined in such a way that the amount of profit recognised corresponds only to those rights that have been transferred to the lessor. This is aimed to avoid misinterpretation in the event of changes in future lease payments, especially if they include variable payments that are not index or rate dependent. The amendments allow entities to increase transparency in financial reporting and enhance compliance with the economic substance of transactions.

The transitional provisions require retrospective application to all periods presented.

Since these amendments relate to transactions that are absent in the Group's activities, the Group's accounting policies have not changed, no potential impacts on future periods are expected, the amendments did not affect any items in the financial statements, and there were no restatements for prior periods.

Amendments to IAS 7 and IFRS 7 - Supplier Financing Arrangements

The amendments clarify disclosure requirements for supplier financing arrangements that allow companies to transfer their liabilities to suppliers to financial institutions. The amendments are aimed at improving the transparency of cash flow reporting, liability classification, and liquidity risks. Disclosures are required to include the terms of such arrangements, the range of payment periods, the amount of the liabilities, and the impact on financial indicators.

The amendments require retrospective application to all periods presented.

Since these amendments relate to specific transactions that are absent in the Group's activities, the Group's accounting policies have not changed, no potential impacts on future periods are expected, the amendments did not affect any items in the financial statements, and there were no restatements for the prior periods.

New and revised IFRSs that have been issued but which have not yet entered into force

In accordance with the requirements of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the Group has considered all new and revised standards that have been issued but which are not yet effective at the date of preparation of these financial statements. The list of such standards and amendments includes:

Standards and InterpretationsEffective Date*
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability1 January 2025
Renewable Energy Contracts (Amendments to IFRS 9 and IFRS 7)1 January 2026
Annual Improvements to IFRS - Volume 111 January 2026
Amendments to the classification and measurement of financial instruments (amendments to IFRS 9 and IFRS 7)1 January 2026

*For annual reporting periods beginning on or after the Effective Date.

Significant accounting judgements and estimates

The preparation of the unaudited condensed interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

In preparing these unaudited condensed interim consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were consistent with those that applied to the consolidated financial statements for the year ended 31 December 2024 with certain updates described below.

Estimates

Depreciation of Development and Production Assets

Development and production assets held in property, plant and equipment are depreciated on a unit of production basis at a rate calculated by reference to proven and probable reserves at the end of the period plus the production in the period, and incorporating the estimated future cost of developing and extracting those reserves. Future development costs are estimated using assumptions about the number of wells required to produce those reserves, the cost of the wells, future production facilities and operating costs, together with assumptions on oil and gas realisations, and are revised annually. The reserves estimates used are determined using estimates of gas in place, recovery factors, future hydrocarbon prices and also take into consideration the Group's latest development plan for the associated development and production asset. The latest development plan and therefore the inputs used to determine the depreciation charge for the MEX-GOL, SV and VAS fields continue until the end of the economic life of the fields, which is assessed to be 2038, 2042 and 2028 respectively, based on the assessment contained in the DeGolyer & MacNaughton reserves report for these fields. The licences for the MEX-GOL and SV fields have been extended until 2044. Were the estimated reserves at the beginning of the year to differ by 10% from previous assumptions, the impact on depreciation for the period ended 30 June 2025 would be to increase it by $31,000 or decrease it by $38,000 (31 December 2024: increase by $417,000 or decrease by $504,000).

Segmental Information

In line with the Group's internal reporting framework and management structure, the key strategic and operating decisions are made by the Board of Directors, who review internal monthly management reports, budgets and forecast information as part of this process. Accordingly, the Board of Directors is deemed to be the Chief Operating Decision Maker within the Group.

The Group's only class of business activity is oil and gas exploration, development and production. The Group's operations are located in Ukraine, with its head office in the United Kingdom. These geographical regions are the basis on which the Group reports its segment information. The segment results as presented represent operating profit before depreciation and amortisation.

6 months ended 30 June 2025 (unaudited)

UkraineUnited KingdomTotal
$000$000$000
Revenue
Gas sales2,287-2,287
Condensate sales486-486
Oil433-433
Other goods189-189
Total revenue3,395-3,395
Segment result1,3729212,293
Depreciation and amortisation of non-current assets(1,302)(3)(1,305)
Operating profit70918988
Segment assets172,24318,252190,495
Capital additions*1,143-1,143

*Comprises additions to property, plant and equipment and intangible assets (Notes 8 and 9).

Year ended 31 December 2024 (audited)

UkraineUnited KingdomTotal
202420242024
$000$000$000
Revenue
Gas sales27,830-27,830
Condensate sales11,153-11,153
Liquefied Petroleum Gas sales5,521-5,521
Total revenue44,928-44,928
Segment result32,3372,30942 , 240
Depreciation and amortisation of non-current assets(5,534)(6)(5,540)
Operating profit26,8032,30129,106
Segment assets173,35917,649191,008
Capital additions*3,660-3,660

*Comprises additions to property, plant and equipment and intangible assets (Notes 8 and 9).

6 months ended 30 June 2024 (unaudited)

UkraineUnited KingdomTotal
$000$000$000
Revenue
Gas sales13,679-13,679
Condensate sales6,238-6,238
Liquefied Petroleum Gas sales3,781-3,781
Total revenue23,698-23,698
Segment result20 , 455(758)19,697
Depreciation and amortisation of non-current assets(2,831)-(2,831)
Operating profit17,624(758)16,866
Segment assets166,29119,986186,277
Capital additions*983-983

*Comprises additions to property, plant and equipment and intangible assets (Notes 8 and 9).

There are no inter-segment sales within the Group and all products are sold in the geographical region in which they are produced. The Group is not significantly impacted by seasonality.

Cost of Sales

6 months ended 30 Jun 2 56 months ended 30 Jun 2 4
(unaudited)(unaudited)
$000$000
Production taxes6002,319
Depreciation of property, plant and equipment3652,413
Staff costs309913
Cost of inventories recognised as an expense243812
Amortisation of mineral reserves158168
Transmission tariff for Ukrainian gas system77138
Rent expenses8809
Other expenses271580
2,0318,152
5. Other operating gains, (net)
6 months ended 30 Jun 2 56 months ended 30 Jun 2 4
(unaudited)(unaudited)
$000$000
Interest income on cash and cash equivalents4,4653,932
Staff costs(1,033)-
Depreciation and amortization(505)-
Foreign exchange gain192-
Reversal of accruals-94
Other operating (losses), net(624)(341)
2,4953,685

Taxation

The income tax charge of $2,030,000 for the six month period ended 30 June 2025 relates to a сurrent tax charge of $387,000 and a deferred tax charge of $1,643,000 (1H 2024: current tax charge of $3,060,000 and deferred tax charge of $1,137,000).

The movement in the period was as follows:

6 months ended6 months ended
30 Jun 2 530 Jun 2 4
(unaudited)(unaudited)
$000$000

Deferred tax (liability)/asset recognised relating to oil and gas development and production assets at MEX-GOL-SV fields and provision for decommissioning

6 months ended6 months ended
30 Jun 2 530 Jun 2 4
(unaudited)(unaudited)
At beginning of the period(5,796)(4,976)
Charged to Income Statement - current period(1,680)(1,821)
Effect of exchange difference76381
At end of the period(7,400)(6,416)

Deferred tax asset/( liability ) recognised relating to oil and gas development and production assets at VAS field and provision for decommissioning

6 months ended6 months ended
30 Jun 2 530 Jun 2 4
(unaudited)(unaudited)
At beginning of the period363352
Credited to Income Statement - current period33685
Effect of exchange difference3(48)
At end of the period399989

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to the expected total annual profit or loss. The effective tax rate for the six month period ended 30 June 2025 was 25% (1H 2024: 25%).

The deferred tax asset relating to the Group's provision for decommissioning at 30 June 2025 of $669,000 (31 December 2024: $615,000) was recognised on the tax effect of the temporary differences of the Group's provision for decommissioning at the MEX-GOL and SV fields, and its tax base. The deferred tax liability relating to the Group's development and production assets at the MEX-GOL and SV fields at 30 June 2025 of $8,069,000 (31 December 2024: $6,411,000) was recognised on the tax effect of the temporary differences between the carrying value of the Group's development and production asset at the MEX-GOL and SV fields, and its tax base.

The deferred tax asset relating to the Group's provision for decommissioning at 30 June 2025 of $366,000 (31 December 2024: $355,000) was recognised on the tax effect of the temporary differences on the Group's provision on decommissioning at the VAS field, and its tax base. The deferred tax asset relating to the Group's development and production assets at the VAS field at 30 June 2025 of $33,000 (31 December 2024: $8,000) was recognised on the tax effect of the temporary differences between the carrying value of the Group's development and production asset at the VAS field, and its tax base.

Earnings per Share

The calculation of basic earnings per ordinary share has been based on the loss for the six-month period ended 30 June 2025 and 320,637,836 (30 June 2024: 320,637,836) ordinary shares, being the weighted average number of shares in issue for the period. There are no dilutive instruments.

Property, Plant and Equipment

6 months ended 30 Jun 25 (unaudited)6 months ended 30 Jun 2 4 (unaudited)
Oil and gas development and production assets UkraineOil and gas exploration and evaluation assetsOther fixed assetsTotalOil and gas development and production assets UkraineOil and gas exploration and evaluation assetsOther fixed assetsTotal
$000$000$000$000$000$000$000$000
Cost
At beginning of the period132,67412,9391,992147,605141,90213,9442,181158,027
Additions6292 6034923488196164848
Transfer(1)1------
Disposals(20)(3)(37)(60)(49)-(166)(215)
Exchange differences1,2591252 11,40 5(8,766)(888)(136)(9,790)
At end of the period134,54113, 3222,010149,8 73133,57513,2522,043148,870
Accumulated depreciation and impairment
At beginning of the period7 2 , 5441 ,4781, 5007 5 , 52275,6191,6351,49678,750
Charge for the period791-668572,392-1042,496
Disposals( 23 )-( 10 )( 33 )(44)-(43)(87)
Exchange differences6951515725(4,855)(103)(98)(5,056)
At end of the period7 4 , 0071, 4931, 5717 7 , 07173,1121,5321,45976,103
Net book value at the beginning of the period6 0 , 1301 1 , 4614927 2 , 08366,28312,30968579,277
Net book value at the end of the period60, 53411,82943972,80260,46311,72058472,767

At 30 June 2025, an impairment indicator was identified by the Group, and impairment tests were performed for the MEX-GOL, SV, SC and VAS fields. These reviews concluded that no impairment to carrying value had occurred on any Group asset.

Intangible Assets

6 months ended 30 Jun 2 5 (unaudited)6 months ended 30 Jun 2 4 (unaudited)
Mineral reserve rightsExploration and evaluation intangible assetsOther intangible assetsTotalMineral reserve rightsExploration and evaluation intangible assetsOther intangible assetsTotal
$000$000$000$000$000$000$000$000
Cost
At beginning of the period4, 4195 , 5851,02511, 0294,8916,19091411,995
Additions--221221--134134
Disposals--( 77 )( 77 )--(45)(45)
Exchange differences425420116(308)(395)( 57)(760)
At end of the period4,4615, 6401,18811, 2894,5835,79594611,324
Accumulated amortisation and impairment
At beginning of the period3,16 9-5433, 7123,162-4613,623
Amortisation charge for the period158-142300162-86248
Disposals--( 77 )( 77 )--(35)(35)
Exchange differences30-737(20 0 )-(3 6 )(23 6 )
At end of the period3, 357-6153, 9723,12 4-47 63, 600
Net book value at the beginning of the period1, 2505,5854827 ,3 171,7296,1904538,372
Net book value at the end of the period1, 1045, 6405737, 3171,4595,7954707,724

Intangible assets consist mainly of the hydrocarbon production licence relating to the VAS gas and condensate field, which is held by LLC Prom-Enerho Produkt, and the SC hydrocarbon exploration licence, which is held by LLC Arkona Gas-Energy. The Group amortises the hydrocarbon production licence relating to the VAS field using the straight-line method over the term of the economic life of the VAS field until 2028. The SC hydrocarbon exploration licence is not amortised due to it being at an exploration and evaluation stage.

As at 30 June 2025, an impairment indicator was identified by the Group, and impairment tests were performed for the MEX-GOL, SV, SC and VAS fields. These reviews concluded that no impairment to carrying value had occurred on any Group asset.

Trade and Other Receivables

30 Jun 2 5 (unaudited)31 Dec 2 4 (audited)
$000$000
Trade receivables-2,951
Accounts receivable from accrued income398355
Other financial receivables1,3701,308
Less credit loss allowance-(134)
Total financial receivables1,7684,480
Prepayments and accrued income37 8655
Other receivables4,1273,057
Less credit loss allowance(591)(554)
Total trade and other receivables5, 6827,648

Due to the short-term nature of the trade and other financial receivables, their carrying amount is assumed to be the same as their fair value. All trade and other financial receivables, except those provided for, are considered to be of high credit quality.

As at 30 June 2025 and 31 December 2024, the Group's total trade receivables were denominated in Ukrainian Hryvnia.

Provision for Decommissioning

6 months ended 30 Jun 25 (unaudited)6 months ended 31 Dec 24 (audited)
$000$000
At the beginning of the period8,2767,305
Unwinding of discount195323
Change in estimate-1,432
Effect of exchange difference79(784)
At the end of the period8,5508,276

The non-current provision of $8,550,000 (31 December 2024: $8,276,000) represents a provision for the decommissioning of the Group's MEX-GOL, SV, VAS and SC production and exploration facilities, including site restoration. None of the provision was utilised during the reporting period.

Financial Instruments

The Group's financial instruments comprise cash and cash equivalents and various items such as debtors and creditors that arise directly from its operations. The Group has bank accounts denominated in British Pounds, US Dollars, Euros and Ukrainian Hryvnia. The main future risks arising from the Group's financial instruments are currency risk, interest rate risk, liquidity risk and credit risk.

The Group's financial assets and financial liabilities, measured at amortised cost, which approximates their fair value, comprise the following:

30 Jun 25 (unaudited)31 Dec 24 (audited)
$000$000
Financial assets
Cash and cash equivalents100,69799,398
Trade and other receivables1,7684,125
Non-current receivables5251
102,517103,573
Financial liabilities
Loans276-
Lease liabilities689835
Trade and other payables2 65315
Other financial liabilities655655
1, 8851,805

At 30 June 2025, the Group held cash and cash equivalents in the following currencies:

30 Jun 2 5 (unaudited)31 Dec 24 (audited)
$000$000
Ukrainian Hryvnia84,12683,026
US Dollars15,36815,954
Euros283247
British Pounds920171
100,69799,398

All of the cash and cash equivalents held in Ukrainian Hryvnia are held in banks within Ukraine, and all other cash and cash equivalents are held in banks within Europe, Ukraine and the United Kingdom.

Reconciliation of Operating Profit to Operating Cash Flow

6 months ended6 months ended
30 Jun 2530 Jun 24
(unaudited)(unaudited)
$000$000
Operating profit98816,866
Depreciation and amortisation1,2863,087
Less interest income recorded within operating profit(4,465)(3,932)
Fines and penalties paid241
Net (gain) on sale of non-current assets(14)(35)
(Increase) in provisions-(329)
Increase/(decrease) in inventory193(442)
Decrease in receivables1,9547,811
(Decrease) in payables(1,917)(1,746)
Cash generated from operations(1,973)21,321

Contingencies and Commitments

Amounts related to works contracted in relation to the Group's 2025 investment programme at the MEX-GOL, SV, VAS and SC gas and condensate fields in Ukraine, but not provided for in the unaudited condensed interim consolidated financial statements at 30 June 2025, were $0 related to Oil and Gas Exploration and Evaluation assets and $247,131 related to Oil and Gas Development and Production assets (31 December 2024: $0 and $461,587 respectively).

Related Party Disclosures

Key management personnel of the Group are considered to comprise only the Directors. Remuneration of the Directors for the six month period ended 30 June 2025 was $441,100 (1H 2024: $934,311, and year ended 31 December 2024: $1,632,000).

During the period, Group companies entered into the following transactions with related parties which are not members of the Group:

6 months ended6 months ended
30 Jun 2 530 Jun 2 4
(unaudited)(unaudited)
$000$000
Sale of goods/services208-
Purchase of goods/services( 3 9 0 )( 360 )
Loans made to related parties1,778-
Loans received from related parties(1,834)-
Interest(12)-

All related party transactions were with subsidiaries of the ultimate Parent Company, and primarily relate to inter-group loans, as well as the sale of gas, the rental of office facilities and a vehicle and the sale of equipment. The amounts outstanding have been or will be settled in cash.

In the period, the Group made loans to and received loans from subsidiaries of the ultimate Parent Company . These loans are nominated in Great British Pounds with the maturity date of March 2028. The full value of the loans in the period are as stated above and remained outstanding in accordance with their terms, at period end.

At the period end, the balance of trade receivables due from related parties was $271,000 (1H 2024: $11,000); and the balance of trade payables due to related parties was $67,000 (1H 2024: $70,000).

At the date of this announcement, none of the Company's controlling parties prepares consolidated financial statements available for public use.

Events occurring after the Reporting Period

The ongoing war in Ukraine means that the fiscal, economic and humanitarian situation in Ukraine is unstable and extremely challenging and the final resolution and consequences of the ongoing war are hard to predict, but they may have a further serious impact on the Ukrainian economy and business of the Group. Management continues to identify and mitigate, where possible, the impact on the Group, but the majority of these factors are beyond their control, including the duration and severity of the war, as well as the further actions of various governments and diplomacy.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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