ITHACA ENERGY PLC
ANNUAL REPORT AND ACCOUNTS 2025
Scale.
Stability.
Strength.
Company overview 2-11
Strategic report 12-87
Executive Chairman’s & Chief Executive Officer’s Q&A 13
Our values in action 20
Our market landscape 22
Our business model 24
Our strategy 28
Monitoring our performance 32
Performance in review 34
Operations review 40
Sustainability review 44
Financial review 70
Risk management 76
Disclosure statements 84
Corporate Governance report 88-154
Governance at a glance 89
Executive Chairman’s introduction 89
Board of Directors 92
Nomination and Governance Committee report 114
Audit and Risk Committee report 117
Health, Safety, Environment and Security Committee report 122
Remuneration Committee report 124
Directors’ report 150
Statement of Directors’ responsibilities 154
Financial Statements 155-219
Independent auditor’s report 156
Consolidated statement of profit or loss 168
Consolidated statement of comprehensive income 169
Consolidated statement of financial position 170
Consolidated statement of changes in equity 172
Consolidated statement of cash flows 173
Notes to the consolidated financial statements 175
Company statement of financial position 215
Company statement of changes in equity 216
Notes to the Company financial statements 217
Other
Alternative Performance Measures 220
Five years at a glance 222
Glossary 223
2025 PRODUCTION
119 kboe/d
(2024: 80 kboe/d)
TIER 1 OR 2 PROCESS SAFETY EVENTS
0
(2024: 0)
SERIOUS INJURY AND FATALITY FREQUENCY
0
(2024: 0)
GROSS OPERATED EMISSION INTENSITY
17.2 kgCO₂e/boe
(2024: 23.9 kgCO
2
e/boe)
PRODUCTION SPLIT
56% liquids
(2024: 61%)
38% operated
(2024: 43%)
Operational highlights Financial highlights
ADJUSTED EBITDAX
1
$2,031m
(2024: $1,405m)
ADJUSTED NET DEBT
1
$1,258m
(2024: $885m)
AVAILABLE LIQUIDITY
1
$1,470m
(2024: $1,015m)
PRO FORMA LEVERAGE POSITION
1
– ADJUSTED
NET DEBT TO PRO FORMA ADJUSTED EBITDAX
0.56x
(2024: 0.45x)
(LOSS)/PROFIT FOR THE YEAR
2
$(84)m
(2024: profit of $153m)
NET CASH FLOW FROM
OPERATING ACTIVITIES
$1,745m
(2024: $853m)
1 Non-GAAP measure as set out on pages 220 to 221.
2 The loss for the year was principally due to a one-off, non-cash deferred tax charge of $327.6 million for the two-year extension
of EPL to 31 March 2030.
1ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
At a glance
A new kind of
oil and gas operator
Today, Ithaca Energy stands as one of the
largest independent oil and gas operators in the
UK North Sea by production and resources,
offering a strong medium-term production
outlook and significant long-term organic
growth potential.
Our diverse, high-value portfolio of scale, with 36
producing UKCS fields, delivered average production of
119 kboe/d in 2025. Through disciplined execution and
a commitment to sustaining and optimising production
throughout 2025, we closed the year with a strong exit
rate of 148 kboe/d, reflecting our increased installed
production capacity as we enter 2026.
In 2025, we delivered material progress across our West
of Shetland strategy, that supports our long-term organic
growth ambitions, with the continued execution of the
Rosebank development towards first production and the
progression of key development assets, such as Cambo
and Tornado, towards Final Investment Decisions (FID).
Producing UKCS fields
36
Our portfolio in numbers
Operated producing fields
9
Average 2025 production
119 kboe/d
2025 production exit rate
148 kboe/d
2P reserves and 2C resources
658 mmboe
% of 2P reserves and 2C resources
operated by Ithaca Energy
55%
Stakes in six of the ten
largest fields in the UKCS
6 of 10
Operated producing assets
Non-operated producing assets
Operated development assets
Non-operated development assets
CAMBO
ROSEBANK
WEST OF SHETLAND
TORNADO
SCHIEHALLION
MARINER
CAPTAIN
CAPTAIN
GBA & ALBA
BRITANNIA
ENOCHDHU
BRODGAR
FOTLA
ALBA
CALLANISH
LEVERETT
MONARB
MONARB,
COOK & K2
COOK
K2
GSA (STELLA, HARRIER,
VORLICH AND ABIGAIL)
& OTHER
PIERCE
GSA J-AREA
ERSKINE
ELGIN FRANKLIN
SEAGULL
CYGNUS
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 2
Corporate governance Financial statementsStrategic reportCompany overview
Our proven strategy and clear vision for value-accretive growth has
seen the business execute two transformational phases of growth,
leading us to our new era of growth.
Our proud history of transformational growth
The beginning
2017
Established in 2004 and launched as a
platform for inorganic growth in the UKCS
in 2017 with a single hub asset development
(GSA), following Delek Group’s acquisition
of the Company and its delisting from the
Alternative Investment Market (AIM).
Average 2017 production
~10 kboe/d
Average pro forma 2024 production
105 kboe/d
Average 2023 production
70 kboe/d
Sustained base production
>120 kboe/d
1st transformation
2019-2023
The Group’s first phase of transformational growth,
driven by value-accretive M&A, including material
acquisitions of Chevron North Sea and Siccar Point
Energy, built a UKCS independent with technical
operating depth and sufficient scale, resource and
portfolio longevity to support the Group’s successful
listing on the London Stock Exchange in 2022.
2nd transformation
2024
Our Business Combination with Eni UK in 2024 was
truly transformational creating a dynamic growth
player with the largest resource base in the UKCS, at
completion. Delivering pro forma production of over 105
kboe/d in the year, the combined business became the
second-largest UKCS operator by production.
With material scale, enhanced global technical capability
through a technical services agreement with Eni and
increased financial strength the combination created
an enhanced platform for growth with significant organic
and inorganic investment optionality.
A new era of growth
Today and tomorrow
Our new era will build on our proven strategy
for growth as we continue to sustain and
optimise base production while evolving the
business through unlocking unsanctioned
projects and delivering value-accretive
M&A, both in our core UKCS market and
in support of the international expansion of
our operations.
With substantial organic and inorganic growth
potential, the Group strategy is value-led,
focused on building further ‘Scale. Stability.
Strength.’ and supporting our pathway to
achieving Investment Grade status and our
commitment to maximising long-term value
for shareholders.
3ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
At a glance continued
At a glance continued
Our purpose-driven approach
For our people, shareholders, partners and communities,
Ithaca Energy is a new kind of oil and gas operator.
As the energy world transitions, Ithaca Energy is positioned to play a pivotal
role in safeguarding the UK’s domestic energy supply, recognising that oil and gas
will remain an important part of the long-term energy mix for decades to come.
We are guided by pragmatism and balance. Pragmatism, because the UK
continues to need oil and gas. Balance, because we recognise our responsibilities
to produce these resources while actively managing the environmental impact
of our operations.
We acknowledge the fundamental challenge the energy transition poses to our
industry and we remain committed to our sector’s response. Our decarbonisation
goals reflect our belief in the environmental benefits of domestically-produced
energy over high-emission imports.
We remain committed to investing in sustainable, high-value and
long-term oil and gas production that will create increased value
for our stakeholders and reduce the environmental impact of
the UK’s oil and gas consumption.
Our purpose
To serve today’s
energy needs securely,
responsibly and safely,
while maximising
shareholder returns.
Our mission
Triumph.
We are driven to succeed, to be a focused
international E&P leader, maximising value
for our shareholders.
Together.
We can only succeed if we work together,
harnessing the collective expertise and
experience of our people and partners.
Our vision
To be the leading independent oil
and gas company with
Scale. Stability. Strength.
focused on responsibly serving energy needs
while growing value sustainably and efficiently.
See p.6
Our purpose
and mission
Our
vision
Our business
model and
strategy
Our
values
Our ESG
strategy
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 4
Corporate governance Financial statementsStrategic reportCompany overview
Our values
Our five core values, including our new
value ‘Make if safer’, guide how we work
responsibly, resiliently, collaboratively,
openly and considerately.
Make it safer
Deliver results
Bring strength
Express yourself
Be considered
See p.20
Our business model
Operating safely and
responsibly, developing our
people and sharing our success.
01
03
Sustain and
Optimise Production
Consolidation in
Core UKCS Market
02
04
Unlock Material
Organic Growth
Focused
International
Expansion
See p.24
Our strategy for value-driven growth
Our ESG strategy
Responsible operations
We are committed to investing in sustainable
long-term oil and gas production, reducing
the environmental impact of the UK’s
energy consumption.
Strong governance
We strive to maintain the highest standards
of corporate governance with our principles
rooted in dealing fairly and openly.
Positive stakeholder
engagement
We aim to actively engage with all of
our key stakeholders, recognising and
considering their views as part of our
decision-making process.
See p.44
5ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
At a glance continued
Our vision in action
Our vision drives
our ambition
Our vision for ‘Scale. Stability. Strength.’
is supported by operational excellence,
a proven growth strategy and material
financial firepower.
Scale.
Our diversified portfolio of scale offers balance, resilience and significant
investment optionality for long-term value creation.
See p.7
Stability.
Our strong operational performance underpins robust cash flow generation, providing
a stable foundation for continued investment and attractive shareholder returns.
See p.8
Strength.
Our material financial firepower positions the Group with significant financial
strength and flexibility to deliver on our growth aspirations, and is supported
by a disciplined capital allocation policy.
See p.9
6ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
6ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Financial statementsCorporate governanceStrategic reportCompany overview
Scale.
Our diversified portfolio of scale offers a solid foundation
for growth. Standing as one of the largest UKCS operators
by production and resources, our material long-life asset
base provides significant growth optionality, supported
by an attractive resource to production ratio of 15 years,
while our balanced portfolio of 36 producing fields, provides
operational resilience with no single asset contributing over
20% of total 2025 production. Targeted investment
through the year to sustain and optimise production
resulted in increased installed capacity as we
exited the year.
See operations review:
See p.40
Average 2025 production
119 kboe/d
Adjusted EBITDAX
$2.0bn
7ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Our vision in action continued
Our vision in action continued
Stability.
Our commitment to operational excellence, anchored by
the ‘perfect day’ concept, has delivered higher production
efficiency, improved safety and environmental performance,
and reduced operating costs in 2025. By investing to
sustain and optimise production performance, we have
strengthened resilience across our portfolio underpinning
robust cash flow generation, providing a stable foundation
for continued investment, long-term value creation
and sustainable shareholder returns.
See our ‘perfect day’ concept:
See p.37
2025 Production efficiency
83%
Tier 1 and tier 2 process safety events
Zero
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 8
Corporate governance Financial statementsStrategic reportCompany overview
Strength.
Our material financial firepower positions us with
significant strength and flexibility as we enter 2026,
supported by a disciplined capital allocation policy.
With $1.5bn of available liquidity, including an undrawn
Reserves Based Lending facility of $1.3bn, our focus
remains on high-grading investment across our range
of growth opportunities to maximise shareholder value.
Our material hedge position provides us with strong
cash flow protection and upside exposure through 2026
and 2027, designed to support our capital investment
programme and secure dividends.
See our capital allocation policy:
See p.11
Available liquidity
$1.5bn
9ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Our vision in action continued
Our investment case
Our compelling
investor proposition
Dynamic growth player focused on long-term value creation.
01
UKCS operator with scale
in high-quality fields
Leader in UK energy landscape, with a diverse
and high-value portfolio of scale, including stakes
in six of the ten largest fields in the UKCS.
02
Platform for value-driven growth
Our enhanced platform provides significant
investment optionality for value-driven growth,
with competition for capital guided by the
Group’s strict investment criteria.
See p.28
03
Material organic growth potential
As one of the largest resource holders in the
UKCS, our portfolio offers material organic
growth opportunities, with a significant and
growing presence in West of Shetland Area,
supporting portfolio longevity.
See p.31
04
Leading consolidator
We have a proven track record of
transformational, value-accretive M&A and
successful integration, supporting further
consolidation in the UKCS basin and laying
the foundations for targeted international
expansion through strategic acquisitions.
See p.30
05
Financial strength and flexibility
Our robust balance sheet provides significant
available liquidity to support our strategic
ambitions and, together with our balanced
capital allocation framework, enables us to
invest while maintaining resilience and flexibility.
See p.9
06
Sustainable shareholder returns
We remain committed to delivering attractive
and sustainable returns to our shareholders,
underpinned by operational excellence and
disciplined growth supporting long-term
value creation.
See p.11
See p.40
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 10
Corporate governance Financial statementsStrategic reportCompany overviewCompany overview
FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 onwards
$470-520m
$400m
$500m $500m
Our refreshed capital allocation framework supports
long-term growth and shareholder returns
03
Return 20-35% Post-Tax CFFO
¹
01
Invest >120 kboe/d
We aim to deliver an organic capital investment programme across our diverse portfolio, excluding pre-FID assets,
to sustain base production above 120 kboe/d (previously 100 kboe/d) and drive sustainable cash flow generation.
02
Protect 1.25x Net debt/ EBITDAX
We seek to protect our balance sheet through maintaining a low leverage position, with a 1.25x net debt/
EBIDAX ceiling in the normal course of business (previously 1.5x), while proactively hedging and optimising
our tax and financing position to protect cash flows and deliver resilience through the cycle.
04
Evolve
We seek to preserve financial flexibility to evolve our business through investing in organic growth capex,
consolidation activity in our core UKCS market, strategic expansion of our operations internationally and
when appropriate yielding additional distributions.
IN FOCUS – STRENGTH
Track record of delivering
material shareholder returns
Since our IPO in 2022, we have returned $1.4bn to
shareholders, including our 2025 dividend of $500
million, demonstrating our strong cash flow generation
and commitment to meaningful shareholder returns.
In 2026, we are refreshing this commitment with an increased shareholder
distribution range of 20-35% post-tax CFFO, and a commitment to dividend
distributions of 30% post-tax CFFO in 2026, reflecting our continued focus on
providing attractive and sustainable distributions, while delivering capital growth.
Shareholder distributions ($m)
Delivered 2024 target
dividends declared of
$500 million
Delivered 2025 target
dividends declared of
$500 million
2026 dividend
commitment of 30%
post-tax CFFO
20%–35%
post-tax CFFO
We are committed to delivering attractive and sustainable shareholder returns with a commitment from IPO to maintain
shareholder distributions at 15-30% post-tax cash flow from operations (CFFO), with a 30% commitment in 2025 and
a dividend target of $500 million for the year. In 2026, the Board has revisited its capital allocation policy increasing
its targeted shareholder distributions range to 20-35% of post-tax CFFO, together with an equal dividend payment
schedule with 50% following half year and 50% following full year results, from a 1/3rd and 2/3rd schedule previously.
Dividend distributions since IPO
$1.4bn
2025 dividend declared
$500m
1. All dividends are subject to operational performance and commodity prices as well as availability of distributable profits.
11ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Our investment case continued
Strong 2025 operational
performance
Focus on ‘perfect day’ has
driven improvements across
all key operational metrics.
See our operations review:
See p.37
Strategic
report
In this section
Executive Chairman’s & Chief Executive Officer’s Q&A 13
Our values in action 20
Our market landscape 22
Our business model 24
Our strategy 28
Monitoring our performance 32
Performance in review 34
Operations review 40
Sustainability review 44
Financial review 70
Risk management 76
Disclosure statements 84
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 12
Corporate governance Financial statementsStrategic reportCompany overview
Executive Chairman’s & Chief Executive Officer’s Q&A
We will continue to high-grade
investment across our broad
range of growth opportunities,
ensuring we deploy capital
in line with our strategy as
a value-led investor focused
on long-term sustainable
shareholder value.”
Medium-term production outlook
>120
kboe/d
Our resources
658
2P reserves and 2C resources (mmboe)
13ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Executive Chairman’s & Chief Executive Officer’s Q&A continued
Yaniv Friedman:
My answer is very simple. What pleases me most is
that we see our Company as ‘one’. A year on, we no
longer talk about two legacy businesses. We talk about
a united organisation, that operates as a single, unified
team with shared goals, a shared culture and collective
focus on delivering value together.
Luciano Vasques:
For me, looking back, it is our ability to set clear
standards as a newly formed Company and then
consistently deliver against them. From the outset, one
of our core objectives was to say what we will do and do
what we say. That discipline has been fundamental to
building credibility, both internally and externally, and
I believe we have delivered on that exceptionally well.
Most pleasingly, this has been demonstrated in our
safety and environmental performance, where we have
seen significant improvements in the year.
Luciano Vasques:
I fully agree with Yaniv that discipline has been a defining
factor in our performance this year. Equally important has
been the quality of our asset base and the strength of our
people. The Business Combination with Eni UK brought
these together by design, and the results we’ve delivered
clearly demonstrated the value of this.
We also benefitted from a clear strategic direction, which
helped sharpen our focus on the areas that mattered
most. From the outset, we identified our priority areas
and, importantly, we acted quickly, whether in operational
performance, organisational setup, systems, financing
or M&A. This allowed us to build momentum early and
sustain it throughout the year.
Q –
October 2025 marked the one
year anniversary of the Business
Combination with Eni UK. Looking
back, what has pleased you most
over the past year?
Q –
Ithaca Energy delivered a
strong operational and financial
performance in 2025. What
were the key drivers behind this
positive result?
Yaniv Friedman:
The key driver behind our success can be summed
up in one word – discipline. That consistent discipline
underpinned our strong performance throughout the year.
Discipline in our operations, anchored in our focus
on the ‘perfect day’, enabled us to deliver a strong
safety and environmental performance alongside
excellent average production of 119 kboe/d, meeting
our increased guidance for the year following a strong
H1 performance.
Our disciplined approach to cost management
reduced our net unit cost per barrel to $19/boe,
while our proactive and disciplined hedging strategy
protected revenues and supported adjusted EBITDAX
of over $2 billion.
Discipline in capital allocation, ensured we sustained
base production, maintained our low leverage position,
delivered attractive shareholder returns, and preserved
the financial flexibility needed to evolve the business.
Lastly, our disciplined approach to M&A activity
delivered low-risk, value accretive acquisitions that
continue to evolve our long-term outlook.
Discipline will remain a defining principle for us as we
move forward.
The key driver behind our success can
be summed up in one word – discipline.
That consistent discipline underpinned our
strong performance throughout the year.”
Net opex per barrel
$19/boe
Medium-term opex per barrel outlook
~$20/boe
14ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
West of Shetland is a
strategically important basin
for Ithaca Energy and is
where we see the greatest
potential for long-term
organic growth.”
Q –
The decision was taken to extend
the Captain shutdown and utilise
the flotel when in situ. Could you
share more detail on this important
operational decision?
Luciano Vasques:
First, let me start by saying that Captain is a strategic
asset for the Company, and one we have invested
heavily in over many years. The Flotel Safe Caledonia
was mobilised to the field in June 2025, to support
optimisation, reduce maintenance backlog and
progress life extension activities, following several
months of careful planning, with the campaign
delivered effectively and safely.
When you commit significant capital to extend an
asset’s production life, both through infill drilling
campaigns and enhanced oil recovery, it is essential
that this investment is protected. Given the strong
performance of the flotel campaign and the fact
that the flotel was already mobilised, extending the
shutdown to complete additional critical work was a
very logical decision. While we recognised that this
extension would impact 2025 production, we made
the right choice for the long-term outlook of the field.
The extension provided an opportunity to strengthen
reliability, safeguard performance and maximise asset
value through to its long-term field life.
Flotel personnel on board (POB)
150
2025 Turnarounds completed on time and
within budget
12 of 15
Q –
The West of Shetland remains
a key basin for organic growth.
Can you provide an update on
progress across the Rosebank,
Cambo and Tornado developments?
Luciano Vasques:
West of Shetland is a strategically important basin
for Ithaca Energy and is where we see the greatest
potential for long-term organic growth. While we
continue to progress attractive opportunities across our
broader North Sea portfolio, the scale and value of our
developments in this region make them central to our
strategy. I’m pleased to say we have made significant
progress in 2025, executing against our strategy, to
unlock material organic growth opportunities in the area.
At Rosebank, the 2025 offshore campaign was
completed safely and ahead of schedule, and the
FPSO Rosebank sailed away in 2026 following major
refurbishment. This positions the Operator, Adura, to
deliver mooring and hook-up activities during the 2026
campaign, ahead of first production.
Our Cambo project has been strengthened through its
technical review, resulting in a more robust technical and
commercial project and at Tornado we submitted our
Field Development Plan in 2025, moving both projects
closer to a final investment decision in 2026/27.
15ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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15
Executive Chairman’s & Chief Executive Officer’s Q&A continued
Q –
How does the farm-in to
Tobermory support and
complement this strategy?
Yaniv Friedman:
The West of Shetland is a complex basin with harsh
conditions to navigate both during operations and
through the development phase. Maximising alignment
with strong partners is therefore critical to our success.
Our farm-in to Tobermory increases our presence in the
basin alongside high-quality operators, strengthening
collaboration and enhancing our ability to execute our
West of Shetland strategy effectively.
Luciano Vasques:
Building on that, the Tobermory farm-in, together with
the momentum we’re making at Tornado, positions us to
unlock a broader set of step-out opportunities, including
existing prospects Suilven, Pemberton, Spitfire and
Zeppelin, creating infrastructure synergies in the area
and further strengthening the long-term strategic
value of our position in the area.
Q –
Fiscal and regulatory uncertainty
has been prominent in 2025. What
are your views on the outcomes of
the consultations, and what remains
a priority for the Company in this
area going forward?
Luciano Vasques:
First, I’ll touch on the process, before moving to
my thoughts on the outcome. We took an active
and constructive role throughout the consultation
processes, engaging openly and transparently with HMT
and HMRC, and I believe that engagement has been
met with respect and a genuine willingness to listen.
While the overall outcome of the fiscal consultation
was not what we had ideally hoped for, the increased
clarity on the future fiscal model, post 2030, was well
received. We were influential in ensuring key elements
of the new successor regime were well thought through,
including setting appropriate commodity thresholds
through to the structure of the mechanism itself. We
were supportive of the Oil and Gas Price Mechanism
(OGPM) taking the form of a revenue-based model and
advocated for this approach as part of the consultation
due, in part, to its simplicity.
Yes, the regime is not where we want it
to be as an industry, but as a Company
we continue to be very well placed.”
Turning to the regulatory outlook, there remains less
clarity around the workings of the North Sea Future Plan
as published, and this will be a key focus for Ithaca Energy,
and the wider industry, as the plan moves through the
legislative process in 2026. We will seek to work closely
with the Department of Energy Security and Net Zero to
ensure genuine and constructive engagement between
the sector and the UK Government. At the heart of this,
we need to clearly articulate the economic, industrial and
societal rationale that underpins the strategic importance
of our sector to the UK and, wherever possible, seek
cross-party alignment on the long-term energy future of
the country.
Yaniv Friedman:
It’s also very important to reflect on our position. Yes, the
regime is not where we want it to be as an industry, but
as a Company we continue to be very well placed. Our
robust and diversified portfolio provides us with strategic
optionality, even in a sub-optimal fiscal landscape.
We have been disciplined with our capital allocation as
we’ve navigated the uncertainty while creating positive
momentum in projects that we stand ready to unlock. The
clarity provided from the Chancellor’s Autumn Statement
now allows us to make informed investment decisions to
maximise value for our shareholders.
Executive Chairman’s & Chief Executive Officer’s Q&A continued
16ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Q –
M&A has again been a major theme
throughout 2025. Will M&A remain
a core strategic focus in 2026?
Yaniv Friedman:
M&A has been a constant theme throughout our
transformational growth journey and 2025 was no
different as we continued to consolidate our position
in the UKCS. I frequently say to our team, not every
deal has to be transformational, and acquisitions that
increase our ownership stakes in well-understood,
high-quality assets at attractive investment metrics
that match our emissions targets are equally as valuable
to our ability to strengthen our business, build scale
and support long-term value creation. Looking ahead
Through the €450 million senior
notes issuance and the $300 million
upsizing of our RBL facility, we were
able to diversify our sources of capital
and strengthen our balance sheet.”
Senior notes issuance completed in September 2025
€450m
Yaniv Friedman:
Let me start by saying that this was our second sizeable
notes issuance in just over a year and, once again, we
saw exceptionally strong investor demand, with the
offering vastly oversubscribed. That level of interest
provides clear external validation of our strategy
and reinforces the confidence the market has in
our ability to maintain disciplined in our capital
allocation priorities.
We talk frequently about our agility, and this can mean
many things across our business. In this case it meant
being alive to the external environment and having
the agility to respond quickly to take advantage of
favourable market conditions to optimise our financial
position. Through the €450 million senior notes
issuance and the $300 million upsizing of our RBL
facility, we were able to diversify our sources of capital
and strengthen our balance sheet. This provides us
with significant available liquidity and flexibility to
pursue our growth ambitions, while ensuring we remain
resilient in more challenging operating conditions or
periods of commodity price volatility.
Q –
The Group successfully completed
a notes issuance and extension in
2025. Can you elaborate on this
achievement and its significance
for the Company?
to 2026, M&A will remain a central part of our strategy
as we target further value-accretive consolidation
opportunities in the UKCS.
At that same time, the scale we have now achieved in our
home basin, means we must now broaden our horizons
beyond the North Sea as we pursue our vision for ‘Scale.
Stability. Strength.’ Our approach to international
expansion must be disciplined and patient, focused on
targeted areas where we believe we can deliver meaningful
value creation, and offer further opportunities for scale.
But let me be clear, we are far more than just an M&A
machine. We have carefully crafted an organic pipeline
of opportunities that offers significant investment
optionality and we will continue to mature these
organic growth options in 2026, and beyond, to create
shareholder value. As is always the case, any M&A
opportunity will have to compete for capital against the
organic growth options already available to us.
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Executive Chairman’s & Chief Executive Officer’s Q&A continued
Executive Chairman’s & Chief Executive Officer’s Q&A continued
Q –
The Company refreshed its values
in 2025. Why was this an important
step for you?
Yaniv Friedman:
Following the Business Combination with Eni UK,
it was essential that we brought our organisation
together around a shared identity focused on one
common language, a joint culture and a collective set
of expectations for how we work. Refreshing our values
was a crucial step in creating that feeling of unity.
Over the past five years, we have completed more than
a dozen acquisitions, including our Eni UK Business
Combination. As a result, we brought together many
different teams, cultures, systems and ways of working.
While we have always seen ourselves as strong executors
of M&A, it became increasingly clear that to unlock
the full potential of our combined business, we needed
a single, unified set of values that everyone could
align behind.
Luciano Vasques:
I fully share Yaniv’s sentiment, establishing these
shared values and behaviours was necessary to
create cohesion and unity across the enlarged
organisation, ensuring that we all move forward
with a common purpose.
I’d also add, I personally felt elevating safety to a core
value was particularly important. Safety has always
been fundamental to our operations but formally
embedding it as a standalone value reinforces its role
at the heart of everything we do. It also sends a clear
message to our workforce that they are empowered
and expected to speak up, challenge, intervene and
lead by example.
Increase in employee engagement participation
10%
Our employees reported they felt empowered to use
the Stop Work Authority
91%
Q –
The Business Combination with
Eni UK brought together a new
leadership team. How do you feel
the team is performing?
Luciano Vasques:
I’ve always believed that results speak louder than words,
and our performance in 2025 is, in no small part, a
testament to how effectively the new leadership team
has worked together. It reflects not only the strength of
the team itself across their respective technical areas, but
also the way the entire organisation has aligned around our
shared vision for success.
I think I can be nothing less than pleased with what the
entire Ithaca Energy team has achieved so far. But equally
important is how we carry this momentum forward and
sustain this into 2026 and beyond.
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Q –
Looking ahead, what is the outlook
for Ithaca Energy in 2026 and
beyond, and what are your top
priorities for the year?
Q –
The employee engagement survey
showed a significant increase in
the engagement score. What were
the key highlights and takeaways
from the results?
Luciano Vasques:
First and foremost, the level of participation was
exceptional. The sheer volume of responses and
comments showed that our people care deeply about
the company and want to play an active role in shaping
its future. This is indeed a perfect reflection of our
value ‘Express yourself’.
Secondly, the improvement in our engagement score
was remarkable and sends a strong signal that we are
moving in the right direction and that the changes
we’ve made to date are resonating with our people.
At the same time, the survey also highlighted areas
where we must continue to focus, particularly around
recognition and career development. It’s encouraging
to see our people recognise the progress we’re making
while also helping us prioritise what comes next. Now,
our clear responsibility is to ensure we act on the
feedback provided.
Yaniv Friedman:
The level of participation itself was an important result.
It showed that our people are engaged, committed
and genuinely invested in shaping the future of the
Company. Seeing that level of interest and openness
demonstrates to us that out people are comfortable
sharing with us what’s important to them and that they
are invested in making those changes together.
For me, the significant increase in engagement is
meaningful in its own right. It reflects the ability of
our workforce to adapt to change, embrace new
opportunities and demonstrate the agility we talk
about so often.
Yaniv Friedman:
As we enter 2026, our focus will be on sustaining the
high level of execution we delivered in 2025. As I’ve said
before, maintaining discipline operationally, financially
and strategically will be essential. That discipline will
underpin our ability to optimise production safely and
responsibly, manage our cost base effectively, and retain
the agility to respond to opportunities as they arise.
We will continue to high-grade investment across our
broad range of growth opportunities, ensuring we deploy
capital in line with our strategy as a value-led investor
focused on long-term sustainable shareholder value.
You should expect us to keep pushing for scale and
growth, while at the same time maintaining the discipline
that has served us well, ensuring we continue to deliver
attractive returns to our shareholders.
Luciano Vasques:
I fully agree with everything Yaniv has highlighted, and
I would emphasise again the importance of maintaining
our focus on operational excellence, as it truly underpins
everything we do. We have a clear vision and strategic
pillars that continue to serve us well so, for me, our
priority is achieving consistency. We must continue to
deliver on our commitments and doing exactly what we
say we will do.
For our people, our focus in 2026 will be to create
exciting opportunities for personal growth while
continuing to strengthen our culture and deepen our
sense of belonging. Collectively, we are excited for
the opportunities that lie ahead.
19ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Executive Chairman’s & Chief Executive Officer’s Q&A continued
Our values in action
Delivering results drives accountability, gives purpose
to our work and motivates us to continuously improve
individually and as a team”
Michele Lucifora,
EVP – Technical
Our objective is to make every day a ‘perfect day’ through
high quality planning, preparation and execution of all our
activities whilst ensuring that they are flawlessly delivered
through a caring and effective intervention culture.”
Odin Estensen,
Chief Operating Officer
We are committed to being a Company where people
bring their whole selves to work. Hearing all voices and
valuing all contributions is how we develop the best
solutions and deliver exceptional business outcomes
that make Ithaca Energy the best place to work for
our people.”
Nikki Fox,
EVP – People and Culture
Our purpose is underpinned by our
five core values.
They guide how we work resiliently, collaboratively, openly, considerately and responsibly.
We control our destinies by harnessing our ambition
and pragmatism to deliver successful outcomes.
• Take accountability and ownership for our actions and performance
• Work collaboratively, with a united purpose to succeed
• Embrace innovation to create sustainable value
We are resilient, agile and committed. We bring our
collective talent, expertise and determination to bear daily.
• Strive for operational excellence in everything we do
• Take the initiative to strengthen our business
• Be adaptable, working in pursuit of continuous improvement
We are empowered to question, sharing the right and responsibility
to challenge and to use our voices in pursuit of ‘best’.
• Promote an inclusive organisation with openness, respect and trust
• Challenge each other and our partners to act
• Encourage different perspectives and be confident to build on ideas
Deliver results Bring strength Express yourself
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Corporate governance Financial statementsStrategic reportCompany overview
For me, ‘Be considered’ is about how we show up.
It’s about making a genuine difference in our community
and acting in a way that provides a real sense of pride,
belonging and purpose for our workforce. It’s about doing,
and recognising, the right thing.”
Julie McAteer,
General Counsel and
Company Secretary
We act with integrity and genuinely care about making a
positive impact for our people, partners and communities.
• Build trusting relationships with all our stakeholders
• Invest in our people and celebrate behaviours that reflect our values
• Support and energise one another to make a difference
Be considered
In 2025, we introduced our new ‘Make it safer’
value, responding directly to our workforce who
asked us to make sure that safety was visible
in our culture and at the front and centre of
everything we do.
In line with our ‘Think. Speak. Act.’ model, our values
ask us all to think about how we make it safer. We want
our people to talk about safety, whether that’s raising
improvement opportunities or exercising our Stop Work
Authority and we want to make sure that everyone that
works for us, or alongside us, acts responsibly and in line
with our values at all times.”
Simon Taylor,
EVP – Health, Safety and Environment
OUR NEW VALUE
Make it safer
We take personal ownership of safety and work together
to protect our team, our assets and the environment.
• Demonstrate excellence in safety leadership
• Never compromise on safety and environmental standards
• Champion psychological safety
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Our values in action continued
Our market landscape
Responding
today to deliver
tomorrow
Investing and operating responsibly to sustainably serve
the energy demands of the UK for decades to come.
For more information see our strategy:
See p.28
Mergers and acquisitions
2025 saw a continued wave of consolidation in the oil and
gas sector, particularly in the UK North Sea. Major deals
included Shell and Equinor combining their UK North Sea
oil & gas operations into a new incorporated joint venture,
Adura, while Repsol and NEO Energy merged their North
Sea operations to create NEO NEXT. Before the year
end, Total Energies announced it would be combining its
UK upstream business with NEO NEXT, with completion
expected in 2026. These transactions were driven by the
need for scale, portfolio optimisation, and resilience amid
fiscal and regulatory uncertainty, as companies sought to
strengthen their positions in a maturing basin.
Our response and opportunity
Ithaca Energy continued to successfully execute on its
UKCS consolidation strategy in 2025 by acquiring JAPEX
UK, increasing our interest in the Seagull field to 50%.
The period also saw the Group increasing its stake in the
nationally strategic Cygnus gas field to 85%. These highly
synergistic and value-accretive deals added 17kboe/d to
2025 average pro forma production, strengthening the
Group’s position as a lead consolidator in the basin. We will
continue to seek opportunities for further consolidation in
the UKCS in 2026 to realise untapped value in the basin
and in assets we know well, while broadening our M&A
strategy to expand our operations globally.
Ithaca Energy remains focused
on growing its capacity and
adding to the UK’s energy mix
in a meaningful way.”
Energy security and decarbonization
In a continued trend to the previous year, 2025
highlighted the UK’s dual challenge of ensuring
energy security while advancing decarbonisation, and
how it manages the importance of domestic oil and
gas production alongside investment in low-carbon
technologies. The UK Government reinforced this
direction in the period by committing £14.2 billion to new
nuclear projects, expanding support for carbon capture,
and launching a ten-year industrial strategy focused on
clean energy. These policies signal an effort to reduce
reliance on hydrocarbons and accelerate the Net Zero
transition, with potentially significant implications for the
North Sea sector.
Our response and opportunity
Ithaca Energy continues to operate and invest in a
responsible manner, delivering critical energy security
while fundamentally transitioning our portfolio over the
medium to long-term through investment in low-carbon
intensity assets. In the meantime, domestic oil and gas
production is key to strengthening not only the UK’s
economy but to Europe’s wider energy sector. The
majority of oil and gas produced in the UK North Sea
is refined in Europe, due to the UK’s declining refinery
infrastructure, but 65% of production volumes, whether
refined in the UK or Europe, serves the UK market and
provides critical domestic energy security.
Market trends
Energy security and decarbonisation
Link to strategy:
1
2
3
Mergers and acquisitions
Link to strategy:
3
4
Fiscal and regulatory framework
Link to strategy:
1
2
3
Commodity prices
Link to strategy:
1
2
3
4
% of UK oil production serving
the UK market
65%
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Corporate governance Financial statementsStrategic reportCompany overview
Our market landscape continued
Fiscal and regulatory framework
2025 was a year of continued uncertainty for the UK
oil and gas industry with significant fiscal and regulatory
consultations running throughout the year, culminating at
the Autumn budget and the publication of the North Sea
Future Plan. Chancellor Rachel Reeves’ 2025 Budget
confirmed that the Energy Profits Levy (EPL) would remain
in place until March 2030, with a transition to a permanent
Oil and Gas Price Mechanism (OGPM) thereafter. The
Government’s consultation process, which engaged nearly
100 industry stakeholders, resulted in the revenue-based
OGPM, providing greater predictability, and taxing windfalls
at an increased commodity threshold rate of $90 per barrel
for oil and 90 pence per therm for gas (inflation adjusted).
Industry reaction was notably mixed, with the move towards
fiscal stability welcomed, but the timing of the introduction
of the OGPM in 2030 criticised for undermining
investment and job security in the UKCS, intensifying calls
for the earlier adoption of the OGPM, with the Chancellor
acknowledging this post her Spring Statement.
Our response and opportunity
The announced changes to the EPL and the future
introduction of the OGPM has provided clarity for the
sector, enabling Ithaca Energy and its peers to formalise
its plans for further development in the UKCS. We were
appreciative of the significant engagement between
industry and the UK Government during the consultation
processes, and believe the resulting revenue-based model
post-2030 is proof of a collaborative and measured
decision. Following publication of the North Sea Future
Plan, we expect significant engagement with the UK
Government through the legislative phase, primarily the
Department of Energy Security and Net Zero, to ensure
the UK continues to enjoy the vast benefits our industry
offers while managing a just transition.
Commodity prices
Brent crude prices declined steadily in 2025, averaging
$69/bbl, the lowest since 2020, amid perceived global
oversupply and increased OPEC+ production. Geopolitical
events, such as Israel-Iran tensions and Russia-Ukraine
disruptions, caused only brief price spikes. Average gas
prices of 90p/therm, were relatively flat to the previous year
and well below spikes experienced in 2021 – 23. Sanctions
and unplanned outages added volatility but did not reverse
the downward trend. Looking ahead, as we entered the year
forecasts for 2026 suggested continued downward pressure
on Brent prices due to surplus builds1, however conflict in
the Middle East, threatening oil supplies, has seen a rapid
spike in commodity prices with oil and gas reaching highs of
~$117/bbl and ~160 pence per therm in Q1.
Our response and opportunity
Ithaca Energy’s strong performance during 2025 was amply
supported by our robust hedging policy. Hedging gains
and other income of $184 million were recorded in 2025,
reflecting a $4/boe contribution to adjusted EBITDAX.
Our material hedge position as at 17 March 2026 of 63.8
mmboe (c.39% gas, c.61% oil) through the end of 2027
from 1 January 2026 is designed to support our capital
investment programme and secure sustainable shareholder
distributions. The 2026 hedge book has been built to deliver
oil price certainty with >80% of oil volumes in 2026 hedged
using swaps at an average of c.$67 and with collars including
some participating up to c.$90/bbl ceilings. Gas hedges
in 2026 deliver material upside to the business with >40%
of gas volumes in Q1 to Q3 either unhedged or hedged via
collars with up to 130p/ therm average ceilings.
IN FOCUS – STRENGTH
Energy addition
for the AI age
The rapid expansion of artificial intelligence is fundamentally
transforming the global energy landscape, with data centres
at the heart of this revolution.
As investment in AI accelerates, the power requirements of data centres are soaring
– AI-driven workloads are projected to drive a 160% increase in data centre power
demand, with global electricity consumption from these facilities expected to more
than double by 2030, reaching nearly 945 terawatt-hours.
2
The scale and speed
of these demands mean that a transition to renewables alone cannot meet the
requirements of this new digital era, and additional energy capacity is required.
3
To ensure reliable power for AI and data centres while avoiding disruptions to local
communities, the world will need a balanced energy mix, leveraging both renewable
and traditional sources. Only by combining these resources can we support the next
stage of global development and the continued growth of AI, while maintaining energy
security and resilience. Ithaca Energy remains focused on growing its capacity and
adding to the UK’s energy mix in a meaningful way to serve today’s needs for domestic
energy through operating sustainably.
Oil and Gas Price Mechanism introduced
2030
Hedged position at 17 March 2026
63.8 mmboe
1 https://www.eia.gov/outlooks/steo/
2 https://www.iea.org/news/ai-is-set-to-drive-surging-electricity-
demand-from-data-centres-while-offering-the-potential-to-
transform-how-the-energy-sector-works
3 https://energyanalytics.org/the-rise-of-ai-a-reality-check-on-
energy-and-economic-impacts/
23ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Our business model
Dedicated
to sustainable
delivery
Driven by our purpose, vision and values, we are
a Company dedicated to growing sustainably.
This means operating safely and responsibly,
developing our people and sharing our success.
In 2025, our business model was demonstrated in full,
with significant investment across the entire lifecycle of our
operations. We advanced new field developments through
tie-backs to existing infrastructure, progressed our West
of Shetland development strategy, and invested heavily
across our producing asset base with projects focused on
optimisation, sustaining field performance and life extension.
At the same time, we delivered responsible ultra-late-life
operations and advanced decommissioning plans, as the
Group’s operated GSA and Alba fields move swiftly towards
cessation of production in 2026. Our integrated approach
enables us to create long-term value for all stakeholders
including our investors, lenders, partners, suppliers,
local communities, and our people, while maintaining
our commitment to operational excellence and
sustainable operations.
Our operational lifecycle
1. Exploration and appraisal
What we do
We operate a targeted approach to exploration
and appraisal drilling, prioritising prospects in close
proximity to existing infrastructure hubs that offers
short-cycle tie-back potential.
Our responsible approach
We aim to identify and commercialise tie-back
developments using existing infrastructure reducing
the emission intensity of the hub.
In action
Maturing and prioritising exploration opportunities in
the Greater Cygnus Area and the Greater Tornado
and Tobermory Areas in the West of Shetland.
2. Development
What we do
With a strong portfolio of brownfield and
greenfield development assets, our focus is
on high-grading investment across our portfolio
to maximise shareholder value.
Our responsible approach
Through fast-tracking tie-back opportunities
leveraging existing infrastructure and investing in
the best available technologies and low-emission
projects we aim to transition our portfolio to one
of the lowest-carbon portfolios in the UK.
In action
Material momentum in West of Shetland basin
strategy, with Rosebank development entering
final phases and strong progression of Cambo and
Tornado projects towards a final investment decision.
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ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Our operational lifecycle
5. Inorganic growth
What we do
We seek to leverage our proven M&A execution
capabilities and integration expertise to build
a portfolio of scale.
Our responsible approach
All M&A opportunities are considered through
an ESG lens, with a focus on alignment to our emission
intensity targets.
In action
Executed disciplined value-led M&A, increasing
interests in high-quality, well-understood assets
in our core UKCS market, that delivered on every
investment criteria metric.
3. Production
What we do
To meet continued demand for hydrocarbons,
we aim to maximise field recovery from our
producing assets by focusing on production
efficiency and optimisation.
Our responsible approach
Our focus is on producing responsibly at all
times, through the execution of portfolio-
wide decarbonisation initiatives and the use of
pioneering technology to reduce emission intensity.
In action
Execution of our ‘perfect day’ concept in 2025
has delivered production efficiency performance
significantly above the UKCS industry average
and above 2024 levels.
4. Late-life operations
and decommissioning
What we do
We efficiently operate our assets in
ultra-late life, maximising production
while integrating decommissioning activities
into everyday operations to maximise the
value from our assets.
Our responsible approach
We are committed to the responsible
execution of decommissioning programmes,
reducing emissions and maximising recycling
where possible.
In action
Ultra-late life and decommissioning plans
were advanced in 2025 for the Greater
Stella Area and Alba, moving towards
cessation of production in mid-2026.
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Corporate governance Financial statementsStrategic reportCompany overview
Our business model continued
Our business model continued
Delivering value for all our stakeholders
Shareholders and lenders JV partners, suppliers, and customers Our people
Outcomes
• Material shareholder returns delivered in line with the Group’s 2025
target, including the acceleration of a second interim dividend
of $133 million paid in December, taking total cash distributions
declared to $500 million in the year
• Successful finance raise of €450 million senior notes and $300
million upsizing of RBL facility reflecting the Group’s financial
strength, flexibility and agility to market conditions
• Actively managed hedge programme to protect revenue while
accessing upside exposure using volatility, in line with capital allocation
policy, designed to protect dividend and capital programme cashflows
Outcomes
• Delivering oil and gas essential for UK energy security, in a safe and
responsible manner with material improvements across safety and
environmental metrics
• Significant capital investment across the portfolio, including
producing asset capital investment of $629 million allocated to
optimisation and maintenance programmes, new well campaigns
and investment in new developments (excluding Rosebank)
• Achieved material progress on the Group’s West of Shetland
Development Strategy, creating substantial opportunities for
our supply chain partners as we move towards FID
Outcomes
• Following the Group’s 2024 Business Combination with Eni UK,
the leadership team reviewed and relaunched the Company’s
refreshed values to the organisation
• Employee engagement survey participation rose by over 10%,
delivering significant improvements across multiple engagement
indicators and driving an overall 12% increase in the Company’s
engagement score
• We strengthened our safety culture throughout the year,
with our refreshed values reinforcing safety as our top priority.
This commitment was reflected in our engagement survey
where 92% of employees reported feeling safe at work and
91% feeling empowered to exercise the stop-work authority
$500m
Total dividends declared for 2025
$300m
Upsizing in RBL facility
€450m
5.5% Notes issuance
>80%
2026 Hedge book protection
>10%
% of the UK’s oil and gas supply
met by Ithaca Energy production
$1.7bn
Net capital and
operating investment
26%
Reduction in Total Recordable
Incident Rate
$14bn
Potential life of field GVA
from Cambo project
12%
Increase in overall employee
engagement survey score
92%
Our employees responded
they felt safe at work
81%
Employee participation in engagement
pulse survey
>90%
Our employees responded they know
our Company values and understand
what they mean
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 26
Corporate governance Financial statementsStrategic reportCompany overview
Our business model continued
Communities
Outcomes
• Recognised by OEUK as the industry’s ‘Neighbour of the Year’
reflecting our significant contribution to our local community
• We continued to support our five key charity partners through
financial contributions and volunteering support, while
expanding our community reach with significant commitments
to a further six local charities and contributions to more than
60 employee-led community engagement initiatives
• Investment in science, technology, engineering and
mathematics (STEM) initiatives and technical apprenticeship
programmes, including a newly established partnership with
Developing the Young Workforce North East, supporting
schools across the North East of Scotland
IN FOCUS – STABILITY
The socio-
economic impact
of Cambo
As the largest pre-FID undeveloped discovery in
the UKCS, with over 140 mmboe of commercial
recoverable resources, Cambo is a critical UK asset,
with the potential to deliver vital energy security for
the UK. Beyond energy security, the benefits of the
development to the UK are vast, including:
• Economy: Generating an estimated £14bn value add to the UK
economy through direct, indirect and induced investment. At
peak production in 2031, the GVA of the Cambo development
is estimated to be equivalent to 0.7% of Scottish GDP
• Employment: Potential to create ~1,350 full-time jobs at
development peak and ~700 UK based full-time jobs over
the full life of field helping to preserve technical skills
throughout the supply chain, essential both for today’s
energy landscape and a low-carbon energy future,
as part of a managed transition
• Energy Security: At plateau production, Cambo is expected to
deliver over 44 kboe/d of hydrocarbons, with the potential to
account for ~8% of the UK’s oil production between 2031 and
2035, rising to 20% towards 2050, with a significant supply/
demand gap still in existence
• Emissions: Cambo is expected to produce at a significantly
lower emissions intensity compared to the current UK average
of 24 kgCO
2
e/boe
Est. peak number of UK FTE jobs created
~1,350
Percentage of UK’s oil production from
first oil to 2035
8%
69%
2025 Engagement survey –
Our employees responded
saying they were proud of our
work in the community
>2,000
Hours of workforce volunteering
>70
Charities supported in 2025,
including our five key
charity partners
11
Summer interns and
graduates employed
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Corporate governance Financial statementsStrategic reportCompany overview Financial statementsCorporate governanceStrategic reportCompany overview
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
27
Focused
International
Expansion
Sustain and
Optimise
Production
O
r
g
a
n
i
c
E
x
p
a
n
s
i
o
n
Consolidation in
Core UKCS
Market
I
n
o
r
g
a
n
i
c
E
x
p
a
n
s
i
o
n
Unlock Material
Organic Growth
Opportunities
Value
creation and
stakeholder
returns
Our strategy
A strategy for
our next era
With meaningful organic and inorganic
investment optionality, our strategy remains
firmly centred on disciplined, value-orientated
growth, with the aim of maximising value for
our shareholders.
Leveraging our significant resource base and our
enhanced operational and technical capabilities, we
are committed to sustaining and optimising production
performance to support our short to medium-term
production outlook, while investing to unlock our material
organic growth opportunities to generate long-term
sustainable growth and value creation.
Our proven track record for value-accretive M&A
positions the Group to deliver further consolidation in
our core UKCS market, complemented by a disciplined
and focused international expansion strategy, targeting
regions that offer the potential for scale, further M&A
opportunities, and stable fiscal environments.
In 2025, the Group has successfully executed across
its organic and inorganic growth strategy, supporting
our clear vision for ‘Scale. Stability. Strength.’
01
02
03
04
Follow for
our progress
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 28
Corporate governance Financial statementsStrategic reportCompany overview
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Reporting our strategic progress
Sustain and optimise production
01
Progress in 2025
• Delivered on upgraded production guidance
following strong H1 operational performance,
achieving average production of 119 kboe/d
• Increased investment in sustaining and optimising
asset performance delivered strong exit rate of
148 kboe/d, and increasing installed production
capacity for 2026
• Commitment to achieving ‘perfect day’ delivered
improved operational metrics
• Execution of material and unprecedented levels of
summer turnaround activity, including the Captain
flotel campaign supporting life extension and
optimisation activities
• Drilling campaigns delivered across Captain,
Cygnus, Seagull, Elgin Franklin, Schiehallion
and J Area
• Increased value-led investment at J Area, with
additional well activity sanctioned at Judy East
Flank and Joanne
Priorities for FY 2026
• Execution of 14th drilling campaign at Captain
and completion of flotel campaign
• Delivery of 13th and 14th wells at Cygnus and
completion of Cygnus turnaround activity
• Sanction decisions for infill drilling campaigns
at Schiehallion and Elgin Franklin, together with
progression of J Area and MonArb hub strategies
across NOJV portfolio
• Continued optimisation programme, prioritising
predictive activities and maintenance to improve
our overall efficiency rates
• Cessation of production at operated Greater
Stella Area and Alba, with safe handover of FPF-1
and Alba FSU to recycling yard
Unlock material organic growth opportunities
02
Progress in 2025
• Material progress of Rosebank project toward
first production with key milestones achieved
in line with multi-year development timeline,
with submission of downstream end-user
combustion emissions (‘Scope 3’) assessment
delivered in tandem
• Continued project maturation of Cambo
development with successful conclusion of
technical project refresh and extension of Cambo
licence milestone to 30 September 2027 from
31 March 2026
• Significant progression of core West of Shetland
Area investment strategy, initiating and maturing
prospective and contingent resources towards
development, in support of UK Energy Security
• Fotla Environmental Statement submitted
• Matured Suilven to development portfolio,
highlighting selective project prioritisation
Priorities for FY 2026
• Execute key remaining Rosebank project
milestones including FPSO sail away, drilling,
and hook-up and commissioning works, in tandem
with awaiting regulatory approval, on pathway to
first production in 2026/27
• Submission of updated Cambo Field
Development plan and environmental statement,
reflecting project optimisations, moving the
project towards a FID in 2026/27
• Progress pre-FID projects, Tornado and Fotla,
to execution, subject to fiscal, regulatory and
commodity price environment
• Progress Suilven and Tobermory projects in
line with broader West of Shetland gas
development strategy
29ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Our strategy continued
Our strategy continued
Reporting our strategic progress continued
Consolidation in core UKCS market
03
Progress in 2025
• Continued execution of consolidation strategy
in the UKCS with attractive investment metrics
achieved, increasing interests in high-quality, well-
understood Cygnus and Seagull fields, that offer
further upside potential
• Farm-in to Adura’s Tobermory gas field (50%)
positioning the Group as a strategic development
partner in the West of Shetland Area
• Successful delivery of integration and
reorganisation process, following Eni UK Business
Combination in October 2024, realising
operational and cost synergies
• €450 million senior note issuance and extension
of RBL facility enhanced the Group’s financial
firepower for growth, including to support
further M&A
Priorities for FY 2026
• Launch refreshed farm-out processes for Cambo
and Folta, following the conclusion of the UK
Government’s fiscal and regulatory consultations
in 2025
• Maintain position as lead consolidator in the
UKCS, targeting further value-accretive
consolidation in the basin, adding production
and resources
Focused international expansion
04
Progress in 2025
• Disciplined screening of international expansion
opportunities to date, with future value creation
potential at the forefront of screening process
• International expansion plans focusing on
diversifying portfolio to Northern OECD
countries offering attractive, less mature and
comparatively similar jurisdictions
Priorities for FY 2026
• Targeted and disciplined approach to international
M&A, ensuring we remain focused with
operations over no more than two further regions
• Expansion opportunities focused on regions
that offer further M&A potential to ensure
sustainability and scale
• Investment grade status criteria will continue to
guide our expansion approach
IN FOCUS – SCALE
Consolidation
in core UKCS
basin
The Group successfully executed against its inorganic
growth strategy, pursuing low-risk consolidation
in its core UKCS basin through the acquisitions
of an additional 15% stake in Seagull from Japex and an
additional 46.25% interest in the operated Cygnus Field.
The bolt-on transactions enhanced our stakes in well-understood, high-
quality, long-life assets delivering near-term production growth and cash
flow generation, increasing 2025 pro forma production by 17 kboe/d and
adding 44 mmboe of 2P reserves and 2C resources as at 1 January 2025.
Pro forma 2025 production acquired
17 kboe/d
Attractive investment metrics achieved
<$10/boe
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 30
Corporate governance Financial statementsStrategic reportCompany overview
Oil prospect
Gas prospect
Oil discovery
Gas discovery
Tie in point
Future gas pipeline
Existing gas pipeline
TOBERMORY
ROSEBANK
TORNADO
SUILVEN
PEMBERTON
SPITFIRE
CAMBO
ZEPPELIN
WOGS
West of Shetland net 2P reserves and
2C resources
303 mmboe
% of West of Shetland resources operated
86%
IN FOCUS – SCALE
West of Shetland
During 2025, the Group has made significant progress in the
continued development of our core West of Shetland Area
strategy, initiating and maturing prospective and contingent
resources towards development.
Developing our long-life, high-value oil 2P reserve
and 2C resource base in the West of Shetland Area
In 2025, we have strengthened our presence in oil developments
in the West of Shetland Area through the continued delivery of the
Rosebank development, with first production expected in 2026/27
and the continued maturation of the Cambo project towards a FID in
2026/27. Together these developments have the potential to unlock
further exploration in the area.
Positioning Ithaca Energy as part of a new Northern gas hub in
the West of Shetland Area and strategic partner of choice
Our 2025 farm-in to licences P2629 and P2630, containing the
Tobermory discovery, has positioned Ithaca Energy as part of a
new northern gas hub in the West of Shetland Area and a strategic
infrastructure partner. In 2026, we will continue to mature two
major gas areas, together with Adura, in the West of Shetland,
the Greater Tornado Area, including the Suilven development
identified as the areas first tie-back project, and the Greater
Tobermory Area and pipeline infrastructure, acting as an enabler
for further infrastructure-led exploration.
31ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Our strategy continued
Monitoring our performance
Measuring
progress
Our Key Performance Indicators (KPIs)
track and measure both operational and
financial performance and are used to
manage the business, to provide an
objective comparison to our peer group
and as performance measures for certain
Executive compensation arrangements.
How we determine our KPIs
Our KPIs are long established and have been used
consistently over the years as the Group has evolved.
These KPIs enable the Board and the Executive
Leadership Team (ELT) to monitor the Group’s
performance. The ELT uses these measures to evaluate
operational and financial performance and to make
informed decisions on operational, financial and
strategic matters.
Non-GAAP measures
Adjusted EBITDAX, unit operating expenditure,
available liquidity, leverage ratio, adjusted net debt
and certain other reported metrics are non- GAAP
measures that are not specifically defined under
International Financial Reporting Standards or other
generally accepted accounting principles. Further
details are set out on pages 220 to 221.
Safety, production and emissions KPIs
Tier 1 and tier 2
process safety events
0
FY25
FY24
FY23
0.0 0.2 0.4 0.6 0.8 1.0
1
0
0
Link to Strategy
1
2
Objective
Ithaca Energy strives to maintain
the highest standards of operational
integrity to prevent any releases
of hazardous material from
primary containment.
FY 2025 performance
There were no tier 1 or 2 process
safety events during 2025.
Average daily
production
119 kboe/d
FY25
FY24
FY23
0 20 40 60 80 100 120
70
80
119
Link to Strategy
1
2
3
4
Objective
We aim to maximise value from our
producing assets through operational
efficiency and to grow production
through our organic and inorganic
growth strategy.
FY 2025 performance
Total production was 49% higher
than 2024 principally due the full
year effect of the Eni UK business
combination, the JAPEX UK and
Cygnus acquisitions and improved
operational performance across
most assets.
Reserves &
resources
658 mmboe
FY25
FY24
FY23
0 658
544
657
658
Link to Strategy
1
2
3
4
Objective
We aim to have a stable to growing
level of reserves and resources
through our strategy to unlock
material organic growth opportunities
as set out on page 29.
FY 2025 performance
Reserves and resources are 0.2%
higher than 2024 mainly as a result
of the JAPEX UK and Cygnus
acquisitions, partly offset by a full
year of production.
Serious injury &
fatality frequency
0/m hrs
FY25
FY24
FY23
0.000 0.002 0.004 0.006 0.008 0.010
0
0
0
Link to Strategy
1
2
Objective
We are committed to continually
improve our safety performance and
to take all steps necessary to ensure
that there is no harm to our people.
FY 2025 performance
During 2025 we again had zero
events resulting in serious injury
or fatality.
Scope 1 and Scope 2
emissions
437.5 ktCO2e
FY25
FY24
FY23
0 448200
435.8
448.2
437.5
Link to Strategy
1
2
3
4
Objective
Ithaca Energy aims to proactively
manage its environmental impact and
adhere to our plan to achieve Net
Zero by 2040.
FY 2025 performance
Scope 1 and Scope 2 emissions from
operated assets were 2% lower than
2024, despite the higher production,
principally due to the success of our
carbon reduction initiatives and low-
emission acquisitions as described on
pages 48 to 49.
Green house gas
(GHG) intensity
17.2 kgCO2e/boe
FY25
FY24
FY23
0 5 10 15 20 25
25
23.9
17.2
Link to Strategy
1
2
3
4
Objective
The Group strives to proactively
manage its environmental impact and
is committed to the actions required
to achieve Net Zero by 2040.
FY 2025 performance
GHG intensity was 28% lower
than 2024 primarily due to higher
production delivery from our
lower intensity assets, comparing
favourably against the latest basin
average of approximately 24
kgCO
2
e/boe.
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32ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Financial performance KPIs
Adjusted
EBITDAX
$2,030.8m
FY25
FY24
FY23
0.0 2030.8
1,722.7
1,405.0
2,030.8
Link to Strategy
1
2
3
4
Objective
The Group aims to grow adjusted
EBITDAX through increased
production, strict cost control and
our progressive hedging strategy.
FY 2025 performance
Adjusted EBITDAX was 45%
higher than 2024 due to higher
production and improved operational
performance partly offset by lower
realised commodity prices net
of hedging.
Net cash flow from
operating activities
$1,745.3m
FY25
FY24
FY23
0.0 1745.3
1,290.8
853.3
1,745.3
Link to Strategy
1
2
3
4
Objective
We aim to generate predictable
and reliable cash flows to support
investment and shareholder returns
whilst maintaining financial stability
and strength throughout the
commodity price cycle.
FY 2025 performance
Net cash flow was 105% higher than
2024 due to higher production
along with improved working
capital management and lower
tax payments.
Unit operating
expenditure
$18.9/boe
FY25
FY24
FY23
0.0 22.4
20.5
22.4
18.9
Link to Strategy
1
2
3
4
Objective
The Group aims to optimise unit
operating expenditure by maintaining
the highest levels of operational
efficiency whilst not compromising
on health, safety and environmental
matters.
FY 2025 performance
Unit operating expenditure was 16%
lower than 2024 reflecting both the
Group’s continued focus on cost and
the high netback capability of the
enlarged portfolio.
Available
liquidity
$1,470.1m
FY25
FY24
FY23
0 300 600 900 1200 1500
578.8
1,015.1
1,470.1
Link to Strategy
1
2
3
4
Objective
Ithaca Energy aims to maintain
material liquidity to enable flexibility
by securing and maintaining
appropriately structured facilities
with third-party lenders.
FY 2025 performance
Available liquidity was 45% higher
than 2024 principally due to the
Reserves Based Lending (RBL)
upsizing (see page 71) and lower
drawings under the RBL facility.
Pro forma leverage ratio – adjusted
net debit/adjusted EBITDAX
0.56x
FY25
FY24
FY23
0.00 0.56
0.33
0.45
0.56
Link to Strategy
1
2
3
4
Objective
The Group aims to achieve a pro
forma leverage ratio of 1.25x or lower
throughout the commodity price
cycle (in normal course), supported
by our active hedging strategy,
and whilst pursuing prudent capital
investment and M&A opportunities.
FY 2025 performance
The pro-forma leverage ratio was
24% higher than 2024 principally
reflecting higher net debt (see
opposite) partly offset by higher pro
forma adjusted EBITDAX.
Adjusted
net debt
$1,258.2m
FY25
FY24
FY23
0.0 1258.2
571.8
884.9
1,258.2
Link to Strategy
1
2
3
4
Objective
We aim to pay down debt where
it makes sense to do so within our
capital allocation framework.
FY 2025 performance
Adjusted net debt was 42% higher
than 2024 principally due to the
issuance of the unsecured notes due
2031 (see page 71) partly offset by
lower drawings under the RBL facility
33ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
33ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Monitoring our performance continued
A year of strong
strategic and
operational
execution
2025 has been another year of excellent operational
delivery and disciplined strategic execution. With
strong progress across all strategic pillars, the Group
has delivered a significant increase in our installed
production capacity, both through organic and
inorganic investment, at the same time building
momentum in unlocking material long-term growth
opportunities through the advancement of our West
of Shetland development strategy. Together, these
achievements support our vision for ‘Scale. Stability.
Strength.’ and position us to maximise long-term
value creation for our shareholders.
With 2P reserves of 354 mmboe and 2C resources
of 304 mmboe as at 31 December 2025 (2024: 2P:
340 mmboe; 2C: 317 mmboe), Ithaca Energy stands
as one of the largest resource holders in the UKCS.
Through continued organic and inorganic investment,
we have delivered a 2P reserves replacement ratio of
over 130%. Our own internal resources process which
applies detailed Project Maturity Sub-classifications,
enabling a more comprehensive assessment of the
Group’s resource base, has identified approximately
350mmboe of unbooked contingent and prospective
resource potential at year end, bringing our internal
view of our resources to over 1bn barrels.
Performance in review
Strong operational performance, delivering on
upgraded production outlook for the year
2025 represents a year of outstanding operational
performance, with significant improvements delivered
across all key operational metrics and most notably a
marked enhancement in our HSE performance. Our
commitment to responsible operations and sustainable
value creation, driven by a disciplined focus on achieving
the ‘perfect day’ has delivered improvements in safety
and environmental performance, higher production
efficiency, and a reduction in operating cost per barrel.
The Group recorded zero Tier 1 and Tier 2 process safety
events and delivered sustained improvements in personal
safety performance with a material reduction of over 25%
in the Group’s Total Recordable Injury Rate (TRIR) to 1.7
(2024: 2.3), continuing the positive trend since 2023,
where the TRIR stood at 3.3.
The Group’s strong production performance in 2025
reflects the enhanced operational robustness of our
enlarged and diversified asset base, supported by
continued operational improvements, optimisations
and the consistent reliable delivery across our portfolio.
Average production for the year was 119 kboe/d (2024:
80 kboe/d), at the lower end of previously upgraded
guidance driven by core asset performance in the first
half of the year and reflecting unprecedented levels of
summer turnaround activity in the year. Production for
2025 was split 56% oil and 44% gas, with the Group’s
operated assets accounting for 38% of total production.
Production efficiency performance in 2025 of 83%
consistently exceeded the Group’s 2024 average
production efficiency of 80% and the industry average
of 75% in 2024, including a sustained 4% improvement in
unplanned production efficiency performance across our
operated assets in the year.
The Group now enters 2026 with increased installed
production capacity, having achieved a 2025 exit rate of
approximately 148 kboe/d, and with peak daily production
exceeding 150 kboe/d, following the successful delivery
of new wells at Cygnus, Seagull and J Area in the final
quarter of the year.
Adjusted net operating costs in 2025 of $817 million
(2024: $570 million), representing an adjusted net
Reduction in Total Recordable Injury Rate in 2025
>25%
FY 2025 net unit opex cost
$19/boe
34ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
unit opex cost of $19/boe (2024: $22/boe), was at the
mid-point of management guidance of $790 million to
$840 million, reflecting the high netback capability of the
portfolio. Our aim is to maintain opex per boe in the low
$20s in the medium-term to deliver resilient production
in all commodity environments.
Total net producing asset capital expenditure of $629
million (2024: $448 million, including six months of Eni
UK capital costs), came in at the lower end of the Group’s
management guidance range of $630 million to $670
million. Net capital expenditure relating to the Rosebank
development totalled $224 million (2024: $198 million),
falling below management’s guidance range of $230
million to $270 million.
Group cash tax paid in the year of $263 million (2024:
$351 million) was below the Group’s management
guidance range of $270 million to $300 million, relating
solely to the Energy Profits Levy.
Significant progress across all strategic pillars
in 2025, supporting our vision for further
‘Scale. Stability. Strength.’
The Group has successfully executed across its organic
and inorganic growth strategy in the year, with a clear
vision for further ‘Scale. Stability. Strength’. As a
disciplined and value-led business, we continued to
high-grade investment in our diverse UK North Sea
portfolio, sustaining and optimising our base production
while investing to unlock material long-term growth
opportunities and consolidating our positions in existing
high-quality assets that offer upside potential.
Organic growth – Disciplined investment to sustain and
optimise base production while unlocking material long-term
growth opportunities
In 2025, we have seen the clear and immediate benefit
of our strategy to invest in order to sustain and optimise
our base production, with a significant increase in our
installed production capacity as we exited the year. This
was achieved through targeted investment toward new
tie-in opportunities, asset optimisation and life extension
initiatives, and infill drilling campaigns with material
investment across our operated and non-operated
asset base.
The Group’s operated Captain field continued to see
very high levels of activity in 2025 from the execution of
the 13th well campaign to the completion of a significant
summer shutdown with material backlog reduction,
optimisation and life extension activities completed. In the
first half of the year, the Group successfully delivered the
drilling, completion and production start-up of wells C73
and C74, the work over of well C47 and in response to
the Enhanced Oil Recovery Phase II project, production
from the subsea wells has doubled, together contributing
to the highest reported production rate for the asset in
recent years.
Recognising the importance of Captain as a strategic
operated asset, a major flotel campaign commenced
in mid-2025 to support the long-term stability and
operational performance of the asset, ensuring that the
facility remains safe and reliable through its long-term
field life. The decision to extend the Safe Caledonia flotel
campaign was made later in the year, executing further
critical scopes and investment into safeguarding longer-
term environmental and operational performance. The
flotel has subsequently left station having performed its
activities to a high operational and safety standard.
The Cygnus infill well campaign continued through
2025, with well C12 achieving first production in late
December. As we enter 2026 further investment activity
has been sanctioned to sustain and optimise production
at the Cygnus field, supporting the continuation of the
long-term infill drilling campaign with commitments to
the 14th and 15th wells on Cygnus Alpha. The previously
sanctioned 13th well was spudded in Q4 2025, scheduled
to be followed by the 14th well in Q2 2026, with the
final firm well planned for a Q4 2026 spud. Further
investment opportunities for the field, including two
further infill wells at Cygnus Bravo, are expected to reach
final investment decision in H1 2026.
At Seagull, the fourth and final planned well was
completed, with start-up achieved in November 2025
after extended well completion operations, with strong
early well performance recorded. Completion of the
J4 well marks the transition of Ithaca Energy’s role as
development well operator, to a non-operated owner.
Average net production in 2025 from the J Area reached
over 20 kboe/d, delivering its highest average production
rates in ten years and making the area the most significant
contributor to the Group’s 2025 production. The area’s
significant production contribution reflects the Group’s
increased stakes in the area post Eni UK Business
Combination, material value-led investment in short-
cycle, high-return opportunities including three new wells
in the area: Jocelyn South, a long-extended reach Judy
infill well and a final well at Judy east flank delivered late
December, together with strong performance of the
recently brought online Talbot field and a successful well
stimulation campaign at Joanne.
The Group executed unprecedented levels of turnaround
activity during the summer window, with 12 out of the
15 turnarounds completed to plan or better. This major
investment across our operated and non-operated
base was critical to supporting the ongoing production
efficiency of our diversified asset base.
The Group continues to make strong progress in unlocking
material value across its long-life, high-value resource
base, predominantly in the West of Shetland. The
publication of the UK Government’s Scope 3 guidance in
June, the North Sea Future Plan and the EPL successor
regime in November, has provided increased regulatory
and fiscal clarity. This evolving certainty supports the
progression of key development assets towards a final
investment decision, aligned with the UK’s long-term
energy security objectives.
At Rosebank, material project activity was executed
in 2025, including the successful delivery of offshore
subsea installation scopes delivered on time and within
budget, ahead of drilling activities. The FPSO Rosebank
We have seen the clear
and immediate benefit
of our strategy to invest
to sustain and optimise
our base production,
with a significant
increase in our installed
production capacity as
we exited the year.”
35ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Performance in review continued
Performance in review continued
recently sailed away from Dubai having undertaken
major refurbishment works over the past two and a half
years. Remaining completion and commissioning scopes
are planned during this year as part of the programme
to moor and hook-up in field ahead of first production
in 2026/27. Further environmental information was
submitted for the development in 2025, and we await
the decision on environmental consent. As we enter the
final full year of development, maintaining disciplined
execution will be critical to delivering the project safely, on
schedule and within the project cost window.
We have made significant progress during 2025 in the
maturation of the Cambo project toward a potential FID
in 2026/27. In the first half of the year, the regulator
granted an 18-month licence extension, supporting the
continued progression of the project towards its licence
milestones. A technical refresh of the Cambo project
in H1 2025, leveraging the technical capabilities of Eni,
delivered meaningful optimisation of the development
concept, de-risking the project significantly and enabling
the launch of tendering processes for major project
packages including the FPSO Engineering, Procurement,
Construction and Commissioning (EPCC) contract
and EPCI contract for Subsea, Umbilicals, Risers and
Flowlines package. In Q1 2026, the Group submitted
an updated Field Development Plan and Environmental
Statement, reflecting the project optimisations and
reduction in environmental impact identified during the
technical refresh. The farm-in process was reinvigorated
in early 2026, to reflect the project’s enhanced maturity,
associated de-risking and the more stable fiscal and
regulatory outlook, with a continued expectation
that a farm-in agreement would be reached prior to
project sanction.
Across the broader resource base, the Group continued
to advance a number of projects through key regulatory
milestones, with NSTA approval secured for the Fotla and
Tornado Development Concepts, and the subsequent
submission of the Field Development Plans for both
projects in 2025. These projects have now reached
a level of maturity that positions them close to final
approval, demonstrating the robustness of the technical
and regulatory work carried out to date. In support
of the Group’s West of Shetland gas strategy, Ithaca
Energy announced its 50% farm-in to Tobermory, while
continuing to progress the Suilven development, enabling
potential synergies between the Tornado and Tobermory
gas fields and infrastructure led exploration in the area
and strengthening Ithaca Energy’s position as a strategic
infrastructure partner in the area. Together, Tornado,
Tobermory and Suilven significantly strengthen our
position and underpin the robustness of the Group’s overall
development strategy in the key West of Shetland Area.
Inorganic growth: Disciplined execution of M&A strategy
The Group successfully executed against its inorganic
growth strategy, pursuing low-risk consolidation in its
core UKCS basin through the acquisitions from JAPEX
and Spirit Energy of an additional 15% stake in Seagull
and 46.25% interest in the Group’s operated Cygnus
fields respectively. The bolt-on transactions enhanced the
Group’s stakes in well-understood, high-quality, long-life
assets delivering near-term production growth and cash
flow generation, increasing pro forma 2025 production by
17 kboe/d and adding 44 mmboe of 2P reserves and 2C
resources as at 1 January 2025.
The Cygnus acquisition enhances the Group’s stake in
the UKCS’s largest producing gas field, adding additional
operated high-margin, low-emission gas production to
its portfolio and strengthening the Group’s position as a
leading UKCS gas producer, providing critical domestic
energy security.
These strategic acquisitions reinforce the Group’s position
as a leading consolidator in the UKCS, delivering growth
through targeted, value-accretive transactions that offer
tangible near-term benefits and long-term potential.
Both transactions met the Group’s disciplined investment
criteria and were completed at attractive valuations of
approximately $10/boe (excluding tax losses) for Japex
E&P UK and $7/boe per 2P reserves for Cygnus.
In line with the Group’s focused international expansion
strategy, we continued to assess global M&A
opportunities in an active but patient manner during
2025. Our priority as we enter 2026, is to target regions
that offer meaningful follow-on consolidation potential,
allowing us to build scalable positions and maximise
returns. This selective approach ensures capital is
allocated to markets where we can replicate our proven
model for value creation.
Following completion of the Business Combination
with Eni UK in October 2024, integration activities
were completed by the end of H1 2025, including a
restructuring process aimed at creating an optimised
organisation to support our next phase of growth. The
integration process, set the enlarged business up for
success, realising operational synergies as efficiently as
possible, including the relocation of our workforce to our
Aberdeen headquarters.
Responsible operator
Our commitment to ESG serves as our licence to operate
and guides the way we create long-term sustainable
value. We recognise the need to balance the reliable
long-term supply of hydrocarbons, critical to delivering
% of UK oil and gas production supplied by portfolio
>10%
M&A investment metrics achieved
<$10/boe
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IN FOCUS – STABILITY
The ‘perfect day’
Our focus on achieving the ‘perfect day’, following
the introduction of the concept in 2025, has
delivered strong operational performance with an
improvement across all operational metrics in the year,
including a strong HSE record confirming continued
improvements achieved in process safety, occupational
safety, emissions and unplanned releases to sea.
The concept:
• Our drive for continuous focus, attention
to detail, and situational awareness
• With improved planning and execution
as an outcome
•
Defined as a day:
• Without a Tier 1 or Tier 2 process
safety incident
• Without a recordable personal
safety injury
• Without a regulatory reportable event
• Where the Short-Term Production
Target (STPF) has been exceeded
WHAT IT MEANS
Key deliverables
HOW WE ARE PERFORMING
Status
Tier 1 or 2 process safety event
Recordable personal safety injury
Regulatory reportable event*
STPF production forecast exceeded?
*As per guidance
STPF – Short-Term Production Forecast
Current day vs. STPF (mboed)
Current day production
STPF
37ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Performance in review continued
domestic energy security and affordability for the end
user, with the necessity to lower our emissions footprint.
In 2025, we supplied over 10% of the UK’s oil and gas
production, highlighting both the scale of our contribution
and the material imbalance between domestic supply
and consumption. In a period of heightened geopolitical
tension and global energy uncertainty, this reinforces the
strategic importance of developing and sustaining the
UK’s own resources to support energy resilience.
Our ESG mindset drives a clear commitment to value-
led decarbonisation taking progressive, economically
disciplined steps that strengthen the sustainability of our
business. Our well-defined ESG strategy is built around
three key pillars: acquiring assets that enhance our overall
emissions; investing in low emission intensity assets
capable of driving the meaningful long-term transition
of our portfolio; while delivering targeted, economically-
viable optimisation activities across our existing operations
in the short-term.
In 2025, we delivered strong performance across all
three pillars of our ESG strategy. Our M&A activity
directly supported significant improvements to our
medium-term emission profile through the acquisition
of increased stakes in low-intensity assets, Cygnus and
Seagull. In parallel, the progression of Rosebank towards
first production alongside the continued maturation of
low emission intensity developments, such as Cambo and
Tornado toward FID, in addition to preparing the high-
intensity Greater Stella Area and Alba fields as planned
for cessation of production and decommissioning,
positions the Group to materially transform the emission
intensity of our portfolio in the long-term. Across our
portfolio, we also made significant progress on emissions
reduction initiatives aimed at optimising our footprint in
the short to medium-term, including flare gas recovery
projects at Captain and Cygnus and pump replacement
projects and export compressor projects at Captain,
supported by the extension of the Safe Caledonia
flotel campaign.
The Group delivered a significant improvement in its
environmental performance in 2025, reflecting changes
in portfolio composition post Business Combination with
Eni UK, and through further consolidation activity in
2025, with the portfolio benefitting from the addition of
lower-intensity assets, alongside continued investment
in value-led decarbonisation activity. The Group’s gross
operated emissions intensity decreased to 17.2 kgCO
2
e/
boe from 23.9 kgCO
2
e/boe in 2024, marking material
progress towards its decarbonisation objectives and
comparing favourably against the latest basin average of
approximately 24 kgCO
2
e/boe. The Group also reported
a material reduction in the number of reportable releases
to sea (spills). A reduction of 67% was recorded in the year
driven by clearer procedures, asset integrity investment,
training and vendor oversight.
Evolving UK regulatory and fiscal landscape
2025 has been characterised by continued fiscal and
regulatory uncertainty, marked by three significant
industry consultations covering the treatment of Scope
3 emissions, the Future of the North Sea and the design
of a successor regime to the EPL ahead of its scheduled
sunset in 2030. The significance of these consultations
understandably placed the sector into a holding pattern
throughout the year, contributing to a continued hiatus of
material long-term investment activity across the sector.
Throughout the year, we welcomed significant
engagement with His Majesty’s Treasury (HMT) and His
Majesty’s Revenue & Customs (HMRC) in relation to the
EPL successor regime, culminating in the announcement
of the Oil and Gas Price Mechanism (OGPM) as part of
the Chancellor’s Autumn Statement. The revenue-based
OGPM aims to establish a framework for future price
shock environments, taxing windfalls at an increased
commodity threshold rate of $90 per barrel for oil and
90pence per therm for gas (inflation adjusted). The
introduction of the OGPM represents an important
and welcome step in providing greater fiscal certainty
necessary for making long-term investment decisions.
We will continue to work collaboratively with HMT
and HMRC as the mechanism progresses through the
legislative process, while continuing to advocate for an
earlier introduction to stimulate investment in the basin.
Alongside the OGPM announcement, the UK
Government also published the North Sea Future plan,
setting out its response to the Future of the North Sea
consultation, which closed in early 2025. Following
publication of the North Sea Future Plan, we expect
significant engagement with the UK Government through
the legislative phase, primarily the Department of Energy
Security and Net Zero, to ensure policy development
reflects the significant economic and strategic value our
industry brings to the UK, while supporting a just and
orderly energy transition.
Material financial firepower to support growth
aspirations and attractive shareholder returns
We remain firmly focused on maintaining a strong and
flexible balance sheet as the foundation of our capital
allocation priorities. Our enhanced financial position
supports continued investment in sustaining base
production, protects our low leverage profile, and enables
disciplined hedging through the cycle. This approach ensures
we continue to deliver attractive shareholder returns while
preserving the financial agility to evolve our business by
pursuing both organic and inorganic growth opportunities.
2025 has been
characterised by
continued fiscal and
regulatory uncertainty,
marked by three
significant consultations.”
The Group further enhanced its liquidity position in the
year, increasing available liquidity to $1.5bn (2024: $1.0bn),
providing material financial firepower to support future
growth. Our strong credit credentials were highlighted by
the successful issuance of €450 million 5.5% senior notes,
due 2031, which attracted significant investor demand. The
proceeds were subsequently swapped to US Dollars at an
effective all-in USD interest rate of approximately 6.7%.
Liquidity was strengthened further through a $300 million
upsizing of the Group’s RBL facility via the accordion, with
the participation of all new lending institutions. Combined,
the notes issuance and RBL upsizing have optimised the
Group’s financial structure and extending its debt maturity
profile. The Group’s unused RBL accordion facility of
$435 million, secured as part of the 2024 refinancing, also
remains available, offering incremental liquidity potential
from $1.5bn, up to approximately $1.9bn.
Following the bond issuance, adjusted net debt increased
to $1,258.2 million (2024: $884.9 million), with the
Group’s RBL facility of $1,300 million (excluding letters
of credit) remaining fully undrawn at year end. Pro forma
leverage increased modestly to 0.56x (2024: 0.45x) and
remains low, providing a robust financial foundation for
disciplined future growth.
Our enlarged portfolio delivered strong financial results,
generating adjusted EBITDAX of $2.0bn (2024: $1.4bn),
net cash flow from operations of $1.7bn (2024: $0.9bn) and
free cash flow of $683.3 million (2024: 260.8 million). This
step change in performance, despite a softening commodity
price environment, reflects both the transformational
Business Combination with Eni UK, which created a
diversified and scaled portfolio, and the enhanced outlook
reported mid-year as a result of sustained strong operational
performance and continued optimisations and efficiencies
being realised across the business.
Profit before tax for the year was $840.3 million (2024:
$334.3 million). A one-off, non-cash deferred tax charge
of $327.6 million in Q1 2025, reflecting the substantive
Performance in review continued
38ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Management provides the following guidance for the year,
and medium-term outlook:
Our 2026 production guidance
of 120-130 kboe/d
reflects the Group’s enhanced installed operating
capacity at year end and the full year contribution
of increased stakes in the Cygnus and Seagull
field following continued consolidation in the year.
Beyond 2026, the Group expects to maintain
production above 120 kboe/d in the medium-
term from its existing producing asset base, the
start-up of the Rosebank development and other
project investments.
Our operating cost guidance
for 2026 of $820-860 million
(based on USD: GBP exchange rate of 1.35)
reflects a reduction in opex per barrel driven by
the high netback capability of the portfolio. In the
medium-term, we expect to maintain a relatively
flat unit operating cost per barrel of approximately
$20/boe.
Our producing asset capital
cost guidance for 2026 of
$600-700million
(based on USD: GBP exchange rate of 1.35 and
excluding capital investment for projects awaiting
FID and Rosebank), reflects our continued high
levels of organic investment activity to sustain
and optimise production at Captain, Cygnus,
J-Area and Mariner in support of our medium-
term outlook.
Rosebank development costs
to be in the range of
$280-320 million
reflecting increased activity in the final phase of
the project development, including completion
of FPSO modification, drilling and hook-up and
commissioning works.
Net decommissioning cost
guidance of $170-210 million
(based on USD: GBP exchange rate of 1.35),
reflects the cessation of production of the
Group’s operated Alba field and the Greater Stella
Area in 2026.
Estimated 2025 cash tax
payments of $290-340 million
primarily EPL related.
Our material hedge position at
17 March of 63.8 mmboe
provides strong cash flow coverage into 2027
following significant proactive hedging through
Q1, taking advantage of upside market volatility.
Our 2026 dividend commitment
is 30% post-tax CFFO with a target range of
$470-520 million.
Gas hedges in 2026 deliver material upside to the business
with >40% of gas volumes in Q1 to Q3 either unhedged or
hedged via collars with up to 130p/ therm average ceilings.
The 2027 hedge book is expanding significantly during the
current high price environment.
Our commitment to delivering attractive and sustainable
shareholder returns remains unwavering. In 2025, our
strong operational and cash flow performance has
supported total cash dividend distributions of $500
million, including the first interim 2025 dividend of
$167 million declared and paid in September 2025, and
the acceleration of a second interim dividend of $133
million declared and paid in December. The Board has
today declared a third interim dividend of $200 million
in respect of the 2025 financial year to be paid in April
2026, bringing our total 2025 dividends declared to
$500 million, in line with our stated target for the year.
Since our IPO in November 2022, we have built a strong
track record of delivering material returns to shareholders
with $1.4bn of dividends declared and returned to
shareholders across three financial years.
Looking ahead, the Board has reviewed the dividend
policy, as part of the broader capital allocation framework
and increased the targeted shareholder return range to
20-35% of post-tax CFFO, up from the previous range
of 15-30%. This upward revision reflects the strength of
the Group’s enhanced portfolio and underpins our ability
to deliver attractive sustainable returns, while continuing
to invest in growth.
Outlook
Following a year of exceptional strategic and operational
delivery, we enter 2026 from a position of considerable
strength. We will continue to uphold our strategic,
operational and financial discipline as we pursue value-
driven growth, high-grading investment across our
strategic pillars and operating within the parameters
of our refreshed capital allocation policy to maximise
value creation and deliver attractive, sustainable
shareholder returns.
Pro forma leverage ratio
0.56x
Net cash flow from operations
$1.7bn
enactment of the two-year extension of EPL to
31 March 2030, resulted in a reported loss of $84.1
million (2024: profit of $153.1 million). Adjusted net
income of $289.2 million (2024: $323.6 million) better
reflects underlying performance.
The Group’s net current liability position has improved to
$303.9 million (2024: $456.5 million) largely as a result
of deferred consideration payments made in 2025. The
Group expects that the net current liability position will be
addressed through a combination of operating cash flows
and available liquidity.
The effectiveness of the Group’s disciplined hedging
strategy was demonstrated during the year, with hedge gains
and other income of $184 million recorded, reflecting a
$4/boe contribution to adjusted EBITDAX. Our proactive
approach to commodity risk management is designed to
strike the right balance between maintaining exposure to
commodity price upside while ensuring strong downside
protection of cash flows to support planned investment and
uphold commitments to shareholder returns through the
cycle. Following significant proactive hedging activity in Q1
2026, taking advantage of market volatility, the Group has
built a material hedge position as at 17 March 2026 of 63.8
mmboe (c.39% gas, c.61% oil) through the end of 2027
from 1 January 2026. The 2026 hedge book has been built
to deliver oil price certainty with >80% of oil volumes in
2026 hedged using swaps at an average of c.$67 and with
collars including some participating up to c.$90/bbl ceilings.
Performance in review continued
39ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
42%
58%
42%
operated
52%
48%
52%
liquids
CAMBO
ROSEBANK
WEST OF SHETLAND
TORNADO
SCHIEHALLION
MARINER
CAPTAIN
CAPTAIN
GBA & ALBA
BRITANNIA
ENOCHDHU
BRODGAR
FOTLA
ALBA
CALLANISH
LEVERETT
MONARB
MONARB,
COOK & K2
COOK
K2
GSA (STELLA, HARRIER,
VORLICH AND ABIGAIL)
& OTHER
PIERCE
GSA J-AREA
ERSKINE
ELGIN FRANKLIN
SEAGULL
CYGNUS
Operations Review
Diverse and high-quality portfolio of operated and
non-operated assets in the UKCS.
Our UK North Sea portfolio consists of 36 producing field interests,
which predominently lie in the Northern, Central and Southern
North Sea, Moray Firth and West of Shetland areas of the UKCS.
Our operating review
Net pro forma production¹ split (Operated and non-operated)
1. Pro forma results include contribution from increased interests in Cygnus and Seagull from 1 January 2025 to 31 December 2025
Operated
Non-operated
Net pro forma production¹ split (Liquids and gas)
Liquids
Gas
Operated producing assets
Non-operated producing assets
Operated development assets
Non-operated development assets
Pro forma 2025 average production¹
131 kboe/d
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 40
Corporate governance Financial statementsStrategic reportCompany overview
Operated and non-operated assets
Captain
Material investment in the Captain field has continued
throughout 2025 in support of the 13th well campaign,
backlog reduction and optimisation activities. During
H1, Captain successfully drilled and completed two
new production wells, contributing to the assets highest
reported production in recent years. By year end, and
in response to EOR Phase II, production from the
subsea wells had doubled, with this positive performance
sustained into 2026. To secure the continued expansion
and long-term success of the EOR programme, the first
phase of the 14th infill campaign was sanctioned in Q4.
To support longer-term stability and operational
performance, a major flotel campaign commenced in
2025. The flotel enabled significant backlog reduction,
optimisation activities and decarbonisation projects with
key scopes including the export compressor B change
out, process optimisation scopes, and the flare gas
recovery project.
Average net 2025 production of 17.1 kboe/d, was lower
than forecast, due to the decision to extend the Captain
shutdown and flotel campaign to support increased
scope and further investment to safeguard longer-
term environmental and operational performance. The
shutdown represented the most significant and complex
turnaround undertaken on the asset for many years.
Average 2025 net production
17.1 kboe/d
Elgin Franklin
Elgin Franklin delivered strong operational performance in 2025,
maintaining high production efficiency of ~94% while safely executing
a major summer shutdown which included control system upgrades and
flare gas recovery construction.
Average net production of 17.6 kboe/d benefited from successful
perforation and surveillance campaigns. Key well activities included
B1 P&A and preparatory work for the next tranche of wells to be
executed with the Valaris Stavanger rig.
Average 2025 net production
17.6 kboe/d
Cygnus
IIthaca Energy increased its working interest in the
Cygnus field by acquiring an additional 46.25% equity
stake from Spirit Energy, taking our working interest up
to 85.00% with an effective date of 1 January 2025.
The transaction completed 1 October 2025.
The Cygnus field performed well in the year delivering
production efficiency of ~90% and achieving average
net production of 14.2 kboe/d, reflecting the Group’s
increased stake from 1 October. A 16-day turnaround was
successfully completed in August ahead of schedule.
Material ongoing investment has been sanctioned at the
Cygnus field to sustain and optimise production including
the continuation of the long-term infill drilling campaign,
with well C12 achieving first production in late December
2025. The previously sanctioned 13th well was spudded
in Q4 2025, scheduled to be followed by 14th well in Q2
2026, with the final firm well planned for a Q4 2026
spud. Further investment opportunities at the field are
expected to reach final investment decision in H1 2026.
Working interest post-acquisition from Spirit Energy
85%
Average 2025 net production
14.2 kboe/d
41ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Operations Review continued
Operations Review continued
J Area
J-Area delivered strong operational performance through 2025,
with strong field uptime and on time turnaround delivery. Key well
activity centred on three high-value contributors executed with
the Valaris 120:
• Jocelyn South (Well R03): A successful exploration well spud
in 2024 and brought online in 2025, adding new reserves and
supporting sustained hub deliverability
• R04: A long-extended reach Judy Infill well successfully
brought online in the summer of 2025
• R5 (Judy East Flank – JEF): Drilled in 2025 with 11 fracture
stimulation treatments completed. The well was brought
online 29 December 2025
These new wells, together with strong performance of the
recently brought online Talbot field and a successful well
stimulation campaign, contributed to J area delivering its highest
average production rates in over ten years at 20.2 kboe/d net.
Seagull
Following the acquisition of JAPEX UK, in July 2025, our
equity in the Seagull field increased from 35% to 50%,
equalling bp’s interest as field operator.
Operationally, Seagull activity in 2025 centred on the drilling
and completion of the J4 well, with start-up achieved in
November 2025 after extended well completion operations.
Completion of this well marked the transition from Ithaca
Energy’s role as development well operator, to a non-operated
owner. Early well performance of J4 has been strong, in line
with expectations. Operational efficiency of the ETAP facility
and existing Seagull wells were also in line with expectations,
with average net production at 11.8 kboe/d.
Working interest following acquisition of Japex UK E&P
50%
Average 2025 net production
11.8 kboe/d
Significant investment activity, including
3 new wells
Average 2025 net production
20.2
kboe/d
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 42
Corporate governance Financial statementsStrategic reportCompany overview
IN FOCUS – STABILITY
Developing our resources
Unlocking the long-term potential of our material organic resource
base represents a core pillar of our growth strategy. With 354 mmboe
of 2P reserves and 2C resources of 304 mmboe, we have a significant
resource base to support continued scale and longevity of our operations.
Our focus on evolving our organic resource base is highlighted by our
strong 2P reserves replacement ratio of over 130% in 2025.
Through this internal review, the Group has identified
substantial unbooked resource potential across both
contingent and prospective categories. Internally,
the results indicate up to 225 mmboe of unbooked
contingent and 133 mmboe unbooked prospective
resources representing additional resource potential that
could mature into the booked portfolio over time.
These findings sit alongside the Group’s booked 354
mmboe of 2P reserves and 304 mmboe of 2C contingent
resources. Included within the unbooked 2C assessment
is 25 mmboe of Tobermory 2C, added following the
Group’s 2025 farm-in, which is planned to be matured
into booked contingent resources at year end 2026.
During 2025, significant efforts have
been made in establishing the Group’s
internal reserves and resources process,
building on – but distinct from – the
independent evaluation completed
annually for the competent person
report. The new PRMS-aligned
framework applies detailed Project
Maturity Sub classifications, enabling a
more comprehensive assessment of the
Group’s resource base.
2P Reserves replacement ratio as per
NSAI independent reserve audit
134%
Internal view of resource potential
>1bn barrels
304
225
133
25
354
~1 billion
barrels
captured
NSAI 2P reserves
NSAI 2C resources
Tobemory unbooked 2C
Internal unbooked contingent resources
Internal unbooked prospective resources
43ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Operations Review continued
Sustainability review
Caring for tomorrow
We take pride in being a responsible
contributor to the UK’s energy mix.
Our strategy is centred on the addition
of oil and gas resources within this mix,
not a transition away from them, ensuring
the UK continues to benefit from secure,
domestically produced energy.
We are committed to upholding the highest standards
of sustainability across all areas of our business. While
the world continues to rely on oil and gas, we recognise
our responsibility to produce and develop these
resources responsibly, continually striving to reduce the
environmental impact of our operations and to create
lasting positive value for our communities, partners,
and stakeholders.
External alignment
Our sustainability reporting is aligned with recognised
international reporting framework and initiatives including;
• Task Force on Climate-related Financial Disclosures
recommendations;
• United Nations SDGs; and
• United Nations Global Compact
Unless otherwise stated, all our environmental and
safety data in this section of the report relates to the
performance and activities of Ithaca Energy operated
assets, and is reported on a 100% basis regardless of our
equity interest in each asset.
Our performance in FY25
Gross operated Scope 1 and 2
emissions (tCO
2
e)
437,455
0
447,8 46
437,455
FY24
FY25
Gross operated emissions
intensity (kgCO
2
e/BOE)
17.2
23.9
17.2
FY24
FY25
Total Recordable Incident
Frequency (TRIF)
1.7
0
2.3
1.7
FY24
FY25
UNDERPINNED BY STRONG GOVERNANCE
Caring
for tomorrow
Together, we do the right
thing the right way
For our
planet
See p.47
For our
communities
See p.66
For our
people
See p.60
Sustainability highlights
Reduction in Scope 1 and 2
emissions vs. 2018 baseline
Emissions intensity down 25%
TRIF down from 2.3 to 1.7
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 44
Corporate governance Financial statementsStrategic reportCompany overview
01
Climate
change
04
Biodiversity
02
Energy use &
GHG emissions Decommissioning
05
06
Occupational
health & Safety
11
Business ethics
12
Supply chain
management
13
Employment
practises & DE&I
07
Process Safety Security
08
09
Emergency
Response
10
Our
communities
03
Effluents, spills
and waste
UNDERPINNED BY STRONG GOVERNANCE
2025 Highlights
• Launch of Company Net Zero Policy
• Alignment and certification of combined environmental
management system post Business Combination with Eni UK
• Awarded Gold Standard Pathway under OGMP 2.0
• Successful completion of extensive methane measurement
campaign through NTZC joint industry partnership
• Completion of Company-wide ESG materiality assessment
• Extensive engineering tie-ins for FGR completed on Captain asset
• Significant reduction in events with direct impact of the
marine environment
Priorities for FY26
• Launch ESG strategy, focusing on material topics identified in 2025
• Reach OGMP 2.0 Level 5 across all operated assets
• Commence the operation of the Captain WPP and BLP
FGR system
Relevant material topics Relevant material topics Relevant material topics
2025 Highlights
• Zero Tier 1 or Tier 2 safety incidents
• 25% reduction in Total Recordable Injury Rate
• Implemented harmonised Business Management System across
the organisation
• Launch of our ‘Make it safer’ campaign
• Increase in employee engagement score of 12%
• Participation in employee engagement survey of 81%
• Reorganisation and integration complete following Eni UK Business
Combination, with Senior Leadership Team established
• Over 2,400 hours of dedicated leadership development training
Priorities for FY26
• Ensure no Tier 1/ Tier 2 process safety events are experienced across
our assets
• Identify areas for improvement from engagement survey and action
• Launch our new recognition framework
• Launch and embed our behavioural framework – ‘Our Way’
2025 Highlights
• Continued to monitor the evolution of the Group’s culture
• Issuance of €450 million senior notes and upsizing of RBL facility
• Cash dividends totalling $500 million for 2025
• Supported strong governance through Board policies
Priorities for FY26
• Execution of organic and inorganic growth strategy
• Continued focus on HSE performance
• Capital project approvals
• Adherence to capital allocation framework including delivering attractive
shareholder returns
Relevant material topics
2025 Highlights
• Delivered an estimated >10% of the UK’s oil and gas production,
supporting UK energy security
• 2025 OEUK ‘Neighbour of the Year’ winner
• New partnership with Developing the Young Workforce (DYW)
North East formed
• Support of five key charity partners
• Positive increase in engagement, reflecting sense of purpose gained
from supporting voluntary activities
• Over 2,000 hours of volunteering
Priorities for FY26
• Mature critical UK assets towards FID
• Continued volunteering support for our key charity partners,
including creation of dementia village at Crosby House (VSA)
• Relaunch partnership with North East Scotland Biodiversity
Partnership (NESBiP)
For our planet For our people For our communities
45ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Sustainability review continued
Scale:
how grave the
impact is/would be.
Scope:
how widespread the
impact is/would be.
Irremediability:
how irremediable the
impact is/would be.
Materiality
score
Our governance framework
We embed sustainability into our governance, risk
management and decision-making processes. To ensure
the effectiveness of our sustainability management,
regular reviews are conducted by the Board, the Board’s
Health, Safety, Environment and Security Committee
and the Executive Leadership Team. We use various
assurance mechanisms, including internal and external
audits, and participate in external performance ratings, to
evaluate our progress and drive continuous improvement.
Materiality assessment
In 2025, we conducted a Double Materiality Assessment
(DMA) to identify and evaluate the sustainability topics
that are most significant to both our business and our
stakeholders. This assessment forms a key part of how
we shape our sustainability strategy and informs our
environmental, social, and governance (ESG) reporting.
Our DMA process was guided by the methodology
outlined in the European Sustainability Reporting
Standards (ESRS), ensuring alignment with evolving
global best practices and helping us prepare for
the upcoming disclosure requirements under the
International Sustainability Standards Board (ISSB).
To determine our material topics, we reviewed the
latest regulatory developments, industry frameworks,
and emerging sustainability trends, and engaged with a
broad range of internal and external stakeholders. The
final list of material issues was confirmed through close
consultation with our Senior Leadership Team, ensuring
that our priorities reflect both business relevance and
stakeholder expectations.
The chart presents the most material topics identified
through the DMA. Looking ahead, we will continue
to align our reporting and disclosures with these
priorities and the classifications set out under the ESRS
framework.
In 2026, we will develop and launch a Company-wide
ESG strategy, which will connect our most material
topics with operational delivery and decision-making.
Impact materiality Financial materiality
5 50
6. Health and safety
8. Communities’ economic, social and
cultural rights
9. Political influence and lobbying activities
7. Diversity and equal treatment
FOR OUR PLANET
1. Climate change mitigation
2. Pollution of air
3. Pollution of water
4. Drivers of biodiversity and ecosystem change
5. Resource outflows related to products
and services
FOR OUR PEOPLE
FOR OUR COMMUNITIES
STRONG GOVERNANCE
Sustainability review continued
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 46
Corporate governance Financial statementsStrategic reportCompany overview
01
Climate
change
04
Biodiversity
02
Energy use &
GHG emissions Decommissioning
05
03
Effluents, spills
and waste
For our planet
During 2025 we achieved significant improvements in our environmental
performance, with the setting of challenging metrics and clear objectives across a
range of topics providing us with real focus to deliver against. This section provides an
excellent summary of the tangible outputs realised from the hard work put in across
the Ithaca team. As we head into 2026, we have further initiatives planned to enable
us to successfully achieve further improvements across our operational activities.”
Simon Taylor, EVP Health, Safety, and Environment
Linked SDGs
Material topics
Targets and objectives
Reduce our net equity emissions by 50% by 2030,
in line with the North Sea Transition Deal targets
Reach OGMP 2.0 Gold Standard status by 2027
Execute significant emission reduction projects and
continually assess the suitability of our Emissions
Reduction Action Plans
Achieve Zero Routine Flaring (ZRF) across our
operated assets by 2030
Focus areas in 2026
Investing in our operations to reduce emissions in line
with our ERAP
Completing methane materiality assessments and
measurement campaigns to get us to OGMP 2.0
Level 5
Deliver ISO 50001 and ISO 14001 across
operational assets
Enhance ESG data availability and make available
on website to better publicise proactive workscopes
undertaken in these areas
Move to implement Environmentally Conscious
Organisation (EnCO) approach across operations
Our progress
Gross operated Scope 1 and 2 CO
2
e emissions
437,455 tonnes
Emissions intensity (kgCO
2
e/BOE)
2024 2025
17.2
23.9
23.9
17.2
FY24
FY25
Achieved In progress New
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Sustainability review continued
Baseline
Baseline
Net Zero
10% reduction
25% reduction
50% reduction
Climate change
and energy transition
Net Zero Pathway Targets for absolute emissions (tCO
2
e)
2018 2025 2027 2030 2040
We recognise that climate change presents both significant
risks and critical opportunities for our business, our sector, and
the communities we serve. As a UK North Sea operator, we are
committed to playing a leading role in the transition to a lower-carbon
future while continuing to provide secure and reliable energy.
Our ambition is to maintain one of the lowest-carbon portfolios in the UK
North Sea and to achieve Net Zero Scope 1 and 2 emissions by 2040, a full
decade ahead of the North Sea Transition Deal (NSTD) commitment.
Our 2025 gross operated emissions of 437,455 tCO
2
e is a 28% reduction since
our 2018 baseline. Our 2025 gross operated Scope 1 and 2 emissions intensity
of 17.2 kgCO
2
e/BOE is a 25% reduction since 2024 and is reflective of our
commitment to lower-intensity production.
Approach
We support the ambition of the NSTD and are committed
to contributing to the energy transition by producing
oil and gas responsibly while low-carbon technologies
develop. We aim to achieve Net Zero for our net equity
Scope 1 and 2 CO₂e emissions by 2040, ten years ahead
of the NTSD target.
Recognising the importance of immediate action, we
focus on reducing emissions as far as reasonably and
economically practical. As our operations grow, we will
continue prioritising climate-responsible, low-intensity
production and, where necessary, mitigate residual
emissions through verified carbon credits.
Our Net Zero Policy forms the basis of our current
transition planning initiatives, and is supported by our
Methane Implementation Plan and Emissions Reduction
Action Plans (ERAPs). Our Methane Implementation
Plan clearly outlines our methane reduction targets and
reduction plans for each asset and ERAPs have been
established for each field. To support these emissions
reduction plans, we are also investing in R&D to
determine the feasibility of large-scale GHG emission
reduction projects (e.g., electrification) across our assets.
Ithaca Energy’s Net Zero Policy was established in 2025
and lays out strategic priorities and an implementation
roadmap across three phases:
• Phase 1 is concentrated on reducing our emissions
across operated and non-operated assets over a short-
term timeframe (2026-2030);
• Phase 2 prioritises transitioning our portfolio to lower
carbon intensity assets over the medium term (2030-
2035); and
• Phase 3 aims to achieve and sustain Net Zero through
offsetting hard to abate residual Scope 1 and 2
emissions in the long-term (2035-2040).
To further mature our approach to managing climate change
and the energy transition, we are also reviewing our existing
transition strategy and working to identify priority areas for
refinement. This will help us to evaluate the effectiveness
of our financial planning and strategic decision-making in
relation to climate change. Through this exercise, we have
identified several priority areas for further maturing our
transition approach: i) consolidation of transition planning
documentation and communication; ii) evaluation of costed
abatement pathways; and iii) formalising distinct governance
routes, processes and procedures to support Group-level
financial and strategic decision-making. These elements will
support our risk management and transition of the business
moving forwards.
Performance
The combined Scope 1 and Scope 2 emissions intensity of
our operated assets was 17.2 kgCO₂e/boe, representing
a substantial improvement compared with 23.9 kgCO₂e/
boe in 2024. This reduction reflects continued delivery
against our strategy to lower emissions intensity while
meeting energy demand in the most sustainable manner
possible. The year-on-year improvement was driven
primarily by portfolio changes, most notably the addition
of the Cygnus field, which operates at a very low emissions
intensity. Cygnus now contributes a significant proportion
of our gross operated production, materially lowering the
overall emissions intensity of our operated asset base. We
also continually assess and optimise our energy efficiency,
minimising wasted energy and unnecessary activities
such as flaring, venting and reprocessing, leading to more
reliable, optimised operations at the lowest-emissions
intensity practical.
In 2025, our owned and operated Scope 1 emissions
totalled 437,455 tCO₂e, representing a 10% reduction
year-on-year and a 28% reduction from our 2018
baseline. This sustained downward trend reflects the
cumulative impact of targeted emissions reduction
initiatives across our operated assets, alongside continued
portfolio evolution towards lower-intensity production.
These outcomes demonstrate ongoing progress against
our decarbonisation pathway and the effectiveness of
embedding emissions management within day-to-day
operational decision-making.
FOR OUR PLANET
Sustainability review continued
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ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
ERAPs while exploring new technologies to enhance performance,
including:
Major tie-ins were completed on the Captain
WPP to allow commissioning of the flare gas
recovery system in 2026. This will reduce CO
2
e
emissions by up to 14,000 tonnes a year, around
8% of the total field emissions.
8%
reduction of the total field emission
Modifications were made to the Alba North
platform import gas pipework to allow power
generation to continue to utilise imported fuel
gas, reducing our reliance on emissions-intensive
diesel and avoiding CO
2
e emissions of
up to 13,000 tonnes a year during the
decommissioning campaign.
13,000
tonnes CO
2
e emissions avoided
Major tie-ins were completed on the Captain
WPP to allow the reinstatement of export gas
compressor B, which will improve compression
reliability, increasing production efficiency and
reducing flaring.
Preparations have been made on board the
Captain FPSO so that the fired heater burners
may be replaced early next year, reducing our
NOx emissions by almost 50%, improving
efficiency, and enabling dual fuel firing
from 2027.
50%
reduction in NOx emissions
Completed three aerial methane measurement
surveys across our Captain and Cygnus assets,
giving us clear understanding of our material
methane sources and allowing us to target
reduction efforts.
3
aerial methane measurement surveys
Studies or progression of plans on Captain and
Cygnus in other areas.
We also work closely with our partners to reduce emissions across our non-operated
portfolio, and collaborate with industry bodies to share lessons learned and success
stories in our emissions reduction efforts.
Total spend on energy transition activities during
the year amounted to $100 million, underscoring
our commitment to delivering tangible emissions
outcomes. This comprised $74.6 million invested
in decommissioning, $24.5 million in emissions
reduction projects, and $0.2 million in methane
quantification campaigns. These investments support
both near-term emissions reductions and longer-term
structural changes to our asset base. Further detail
on emissions reduction project progress in 2025 is
provided to the right, with additional information
on our decommissioning programme and methane
management activities set out on page 58.
We apply a structured approach to identifying,
screening and prioritising emissions reduction
opportunities, assessing initiatives against emissions
impact, cost, delivery timeframe and operational
feasibility. Selected opportunities are incorporated into
our Emissions Reduction Action Plans (ERAPs), which
are reviewed and updated regularly, ensuring continued
alignment with our decarbonisation objectives and
integration as technologies mature and asset plans
evolve. Embedding ERAPs within wider business
planning ensures emissions reduction remains integral
to operational and investment decision-making.
During 2025, several major works were completed that
did not translate into full-year emissions reductions but
are expected to deliver measurable benefits from 2026
onwards, providing a strong foundation for continued
progress against our emissions reduction ambitions.
The Captain Electrification project did not progress
to final investment in 2025, and the group has no
current plans to electrify the platform due to technical
complexity, significant investment requirement and
ongoing UK fiscal uncertainty. We continue to identify
and assess decarbonisation options as part of
our ERAP.
We continue to advance and deliver our
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Sustainability review continued
How we manage
climate risk (TCFD)
Climate governance
The Board has ultimate accountability and oversight
for managing climate-related risks and opportunities,
including reviewing assessed climate-related risks and
opportunities and the effectiveness of mitigating actions.
Two Board sub-committees support the Board’s oversight
of climate-related issues:
• Audit and Risk Committee (ARC):
Receives quarterly updates on climate-related issues,
risks and opportunities, ensuring climate risks are
integrated into broader business processes for risk
evaluation and management. Principal risks, which
include climate risks, are a standing agenda item
for the ARC, who advise the Board and Executive
Pages 50 to 58 of this report align with the recommendations
issued by the Financial Stability Board’s TCFD, which is aligned
UK Listing Rule 9.8.6R(8).
Further, Ithaca Energy is in scope of the Companies (Strategic Report) (Climate-related Financial
Disclosure) Regulations 2022 and, therefore, required to incorporate Climate-related Financial
Disclosures (CFD)-aligned climate disclosures in its Annual Report and Accounts. We consider
our climate-related financial disclosures consistent with the CFD disclosure requirements of
section 414 CA and 414CB of the Companies Act.
Recognising the significance of managing climate-related risks and opportunities to the success
of our business, we acknowledge the importance of continuously improving our reporting and
transparency to further align with the TCFD recommendations. As such, we are building maturity
in our climate management, resilience and disclosure in anticipation of emerging and enhanced
UK reporting requirements under the UK Sustainability Reporting Standards (UK SRS).
See page 85 for our TCFD index and compliance summary table.
Sustainability, the
communities in which we
operate and governance
matter deeply to us and are
interwoven into our balanced
business strategy.”
FOR OUR PLANET
Sustainability review continued
management in their responsibilities over climate
risk management. This includes risks associated with
transitioning to a lower-carbon economy.
• Health, Safety, Environment
and Security (HSES) Committee:
Working closely with the HSE&A Team, the HSES
Committee meets quarterly to review and assess
climate-related risks and opportunities, monitor
Greenhouse Gas (GHG) emissions vs. corporate
targets and ensure regulatory compliance. The HSES
Committee reports quarterly to the main Board on
emissions performance and intensity and periodically
reviews progress towards Net Zero targets and
emissions reduction commitments.
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Sustainability review continued
The Board reviews Ithaca Energy’s Net Zero strategy
through quarterly updates from the ELT and oversees its
implementation and delivery, including performance against
targets. Climate-related matters were discussed four times
at Board meetings during 2025, which included evaluation
of energy transition risks and the effectiveness of related
risk management activities. The Board also conducts
an annual strategy review, which includes discussion on
climate-related risks and opportunities. Climate-related
issues are considered by the Board in relation to their
impact on strategy decision-making, risk management and
financial planning and major capital investment decisions.
The EVP of HSE&A is also responsible for the annual
HSE&A integrated objectives and improvement plan
which outlines key elements and actions for measuring
our success against our targets and ambition. This plan was
endorsed by the ELT and the Board and in 2025, 88% of
the elements in the plan were completed.
Climate performance, including performance against
the Company’s emissions targets, is embedded in the
corporate scorecard and annual performance KPIs
through the Remuneration Committee. More on our
performance against our climate targets can be found
on page 57.
At the management level, the EVP of HSE&A and the
Chief Operating Officer (COO) (members of the ELT)
lead the management of climate-related issues, risks and
opportunities. The Environment team reports to the EVP
of HSE&A, responsible for managing the Climate Risk
Register, emissions data, associated regulatory reporting,
performance tracking of emissions, and identifying
reduction opportunities in collaboration with asset
teams. The COO is accountable for asset performance
against Company targets, including asset commitment to
environmental compliance, emission reduction activities
and efficiency improvements linked to Company climate
targets. Together, they hold quarterly meetings to
review climate-related risks and opportunities, emissions
performance, emissions reduction opportunities,
regulatory developments, and strategic impacts. Key
actions are tracked and reviewed at subsequent meetings.
Committees are informed of emissions reduction progress
and major climate-related issues to ensure appropriate
management across the organisation.
The diagram on the right illustrates the Company’s
governance arrangements to oversee climate-related risk
management and their interconnections
Climate strategy
Our focus this year has been refining and enhancing our
approach to climate risk management, drawing together
stakeholder input, peer analysis and ISSB cross-industry
topics, to refresh our climate risk register and the
prioritised material climate risks and opportunities that
were established last year. The work undertaken in the
prior year included a risk and opportunities identification
exercise which resulted in a short-list of potentially
materially climate-related risks and opportunities. This
year, a refreshed long-list of potential climate-related
risks and opportunities were re-evaluated, supported
by desktop research on wider market trends as well as
consideration of any recent changes to our business and
strategic priorities. Priority risks and opportunities were
validated by senior management and taken forwards for
financial quantification. We identified one physical risk,
four transition risks and one opportunity as priority risks
that have potential financial materiality. Two transition
risks assessed in the prior year (access to capital and
industry scrutiny and regulations) were consolidated into
one reputational risk for ease of communication that
may result in higher costs or financial penalties and/or
reduced access to capital (R4, page 55). Further, one
risk that was identified in the prior year analysis (legal
risks from litigation or non-compliance) was determined
to be immaterial based on the prior year analysis and
has therefore been deprioritised for quantitative climate
scenario analysis. We will continue to review and monitor
our long-list of climate risks and opportunities on an
annual basis to ensure that any potential changes to our
risk exposure is considered.
Climate governance structure
Board
The Board has overall authority for the management and conduct of the Group’s business,
strategy and development, including the energy transition strategy.
With support from sub-committees, the Board holds responsibility for reviewing and
assessing climate-related issues, risks and opportunities, tracking GHG emissions vs.
corporate targets and ensuring compliance with regulations and reporting requirements.
Executive Leadership Team (ELT)
The CEO, with support from the ELT, is responsible for delivering the Group strategy
including energy transition commitments.
At the asset and investment level, climate-related risks and opportunities are assessed as
part of the business planning and pre-investment due diligence stage.
Principal risks are reviewed and managed by the ERMC. Emerging risks, including those
related to climate change, are escalated to the Committee for discussion and potential
escalation to a principal risk.
Investment Committee
Chief Financial Officer
Enterprise Risk Management Committee
EVP Heath Safety and Environment
Chief Executive Officer
Finance
The Finance team formally evaluates and
updates the climate scenario analysis
model, so that the Environment and
Energy Transition teams may facilitate
the climate risk register review on an
annual basis through meetings and
workshops with the ELT.
Environment and Energy Transition
The Environment and Energy
Transition teams have responsibility
for monitoring climate performance
against targets and for implementing
our climate strategy.
Audit and Risk
Committee
Health, Safety, Environment
and Security Committee
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In line with the TCFD and FCA requirements, we assessed
the impact of two climate scenarios on the identified
potentially material climate risks and opportunities under
our current business model and strategy. Climate-related
risks and opportunities are assessed against three defined
time horizons: i) short-term: to 2030; ii) medium-term:
to 2040; and iii) long-term: to 2050. This aligns with
the maturity mix of our asset portfolio (late-life, mid-life
and long-life assets), as well as our emissions reduction
targets and associated strategy focused on short-
term operational improvements, mid-term portfolio
revitalisation and long-term targeted electrification,
consistent with the climate scenario analysis approach
undertaken over the past two years.
Please refer to the adjacent tables for an overview of the
climate scenarios used, including their alignment to IPCC
temperature pathways, the scenario sources applied, and
an overview of each scenario.
Full details on the material physical and transitional risks
and opportunities and their potential financial impact to our
business under defined climate scenarios and time horizons
are provided in pages 54 and 55. Mitigation actions and
strategic measures we have in place to manage our material
climate-related issues, as well as the outcomes of the
climate scenario analysis undertaken across our operated
and non-operated assets, are also outlined. For further
information on the impact of climate change on our financial
performance, see note 3 of the Financial Statements.
This year, climate-related risks and opportunities have
been assessed against the scoring criteria defined within
Ithaca Energy’s Enterprise Risk Management (ERM)
framework. The financial impact ratings are derived from
the absolute risk thresholds (£m) (defined within the
ERM scoring criteria), relative to Ithaca Energy’s 2024
baseline revenue (£m). The financial overall ratings are
presented as a percentage value against the baseline
revenue (%), defined in the Risk and Opportunity tables
on pages 54 and 55. Our analysis utilises the latest
financial risk thresholds (£m) defined in our 2025 ERM
scoring criteria, which has materially impacted our
results. The financial ratings indicate the percentage of
forecast revenue (%) at risk. In November 2025, Ithaca’s
ERM framework was revised including new risk-scoring
thresholds set across the Company. For corporate-level
risks, the financial values for the risk thresholds were
increased. As part of this year’s climate scenario analysis,
we revised some scenario models, considering changes
to our understanding of our risk exposure, as well as
latest and/or newly available secondary scenario data.
This refinement exercise, coupled with the updates to
our ERM framework, resulted in a general reduction in
risk scores across our defined climate scenarios and time
horizons compared to prior year analysis.
The climate scenario analysis undertaken has strengthened
our understanding of the potential impacts across the
climate scenarios and time horizons assessed (see pages
54 and 55 for full details on the outcomes of this analysis).
Through this analysis, we recognise transition risks as
the most material challenges to the oil and gas sector,
particularly those risks closely related to the energy
transition, such as changing commodity demand and price
volatility, as well as tightening policy and legal regulations.
These risks will be exacerbated under a Net Zero scenario,
where increased competitiveness for low-carbon energy
sources is anticipated. As our strategy remains focused on
oil and gas, Ithaca Energy may be most exposed to these
transition risks over the medium- to long-term. However,
the UKCS’s lower-carbon-intensity production relative to
the global average upstream operators, coupled with our
short- and medium-term strategic priorities to improve
energy efficiency and target lower-carbon assets, means
our products are likely to be preferentially favoured as
policies reduce spending on higher-emission products and
we anticipate this will position us well in the future global
energy market. We believe this will provide us with a short-
to medium-term competitive advantage over other markets,
however, we will continue to monitor the situation closely
and take additional remedial actions or adjust our business
strategy accordingly to ensure we remain resilient under a
2°C or lower scenario.
Sustainability review continued
How we manage climate risk (TCFD) continued
Scenario
IPCC
mapping
Primary climate scenario
sources used in modelling Description
Net Zero
(1. 5°C)
RCP 2.6 NGFS Orderly transition scenario
IEA Net Zero scenario
CMIP6 SSP1-2.6 scenario
All necessary climate
policies and related
measures are implemented
sufficiently to achieve
global Net Zero GHG
emissions by 2050 and
limit global warming
to 1.5°C.
Current
polices
(3.5-4.5°C)
RCP 8.5 NGFS Hot House World scenario
IEA Stated Policies scenario
CMIP6 SSP5-8.5 scenario
Assumes limited climate
policies are implemented,
resulting in some
global warming.
Scenario mapping
We note that the climate scenario analysis relies on a range of secondary scenario data that underpins plausible climate
pathways, and that these pathways should not be interpreted as forecasts. The analysis is intended to complement our
financial forecasts, while providing a broader assessment of climate-related risks and opportunities. We are monitoring those
risks against the climate scenarios and intend to refine our approach to the climate scenario analysis periodically.
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Very low MediumLow High Very high
<3% revenue <16% revenue<7% revenue <32% revenue >32% revenue
Relative opportunity and risk impact
Ithaca Energy will continue to enhance resilience using
climate scenario analysis to guide our sustainability
strategy and mitigate physical and transition risks.
For example, we will continue to implement our short
and medium-term strategic priorities by investing in
energy efficiency improvements and look to reduce the
carbon-intensity across our portfolio, helping us to work
towards our GHG emissions targets and commitments.
Further, we have established additional KPIs to help us
to effectively monitor and manage each of our climate-
related risks and opportunities (see page 56).
To further strengthen our climate resilience, we have
conducted a transition planning gap assessment to evaluate
how effectively climate considerations are currently
embedded within investment, capital planning and wider
strategic decision-making processes (as outlined in the
Climate change and energy transition section). The findings
from this work will support Ithaca Energy to consider and
manage our role in the global energy transition.
Moving forward, we will continue to periodically assess
climate-related risks and opportunities and evaluate our
mitigations and strategic resilience. At a minimum, we will
undertake a high level review of the quantitative scenario
analysis annually, with a comprehensive update every
three years or following any major business changes such
as divestments or acquisitions.
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Sustainability review continued
How we manage climate risk (TCFD) continued
Sustainability review continued
How we manage climate risk (TCFD) continued
RISK 1 PHYSICAL RISK – ACUTE
Increased frequency and severity of
extreme weather events
Timeframes
Medium
Medium
Short
Short
CP
NZ
Long
Long
Description of financial impact
Increases in extreme weather, most notably storms and high winds and
waves, could cause disruption to drilling operations as health and safety
concerns cause a cease in operations, causing subsequent losses in
revenue. This may also result in increased repair costs across operated
and non-operated assets and potential increased costs from rising
insurance costs.
Key modelling assumptions
• Modelling assumes two primary vectors: (i) disruptions to drilling and
therefore operational delays; and (ii) increased insurance costs.
• CMIP6 global wind-wave data from CSIRO has been used as a
proxy for calculating trends in adverse climate events and resulting
estimated operational delays.
How Ithaca Energy maintains resilience
• Continue to assess and embed resilience and mitigation measures
for environmental hazards and climate change allowances in offshore
asset design and operations.
• Continue to maintain and update our severe weather policy and
business continuity plans, including asset level action and emergency
response plans.
• Continue to undertake meteorological and oceanographic studies
for all our offshore developments, incorporating the latest
climate scenarios.
RISK 2 TRANSITION RISK – POLICY & LEGAL
Increased cost of carbon through taxation
and other carbon pricing mechanisms
Timeframes
Medium
Medium
Short
Short
CP
NZ
Long
Long
Description of financial impact
Increased compliance, operating, capital expenditure and decarbonising
requirements resulting in direct costs, particularly for our higher-
emitting assets. Evolving carbon taxation legislation and other carbon
pricing mechanisms would result in direct cost for Ithaca Energy (Scope
1 emissions) and indirect cost (Scope 3 emissions).
Key modelling assumptions
• Carbon tax costs (£/tCO
2
e) increase in line with the IEA’s World
Energy Outlook 2025 explicit carbon price trends.
• Carbon tax costs (£/tCO
2
e) increase in line with the IEA’s World
Energy Outlook 2025 explicit carbon price trends. Under the IEA’s
‘Net Zero Emissions by 2050’ scenario, the explicit carbon price (for
advanced economies with Net Zero pledges) is forecast to grow 147%
by 2035 and 257% by 2050, compared to 2025 values.
• Downstream Scope 3 GHG emissions are assumed to be passed
through the downstream value chain.
How Ithaca Energy maintains resilience
• Continue to invest in low-carbon activities available to Ithaca Energy,
to lower our emissions footprint and thereby reduce exposure to
carbon taxes.
• Continue to use internal carbon pricing stress test resilience of Ithaca
Energy’s operating model to market-based carbon price regimes.
• Continue to monitor carbon taxation mechanisms and hedge against
anticipated policy changes.
• Continue to hedge against the rising cost of carbon by locking in
short-term prices.
RISK 3 TRANSITION RISK – MARKET
Reduction in demand for oil and
commodity price volatility
Timeframes
Medium
Medium
Short
Short
CP
NZ
Long
Long
Description of financial impact
Changing consumer preferences towards lower-carbon energy sources
and demand reductions as a result of changing climate policy may
reduce demand for Ithaca Energy’s oil and gas products, resulting
in reduced revenue and/or stranded assets. Coupling decreased
demand with excess supply could significantly reduce global prices
of hydrocarbons, which may reduce revenue and increase the risk of
stranded assets.
Key modelling assumptions
• Changes to oil and gas market demand and commodity prices follow
scenario trends from the IEA’s World Energy Outlook 2025. Under
the IEA’s ‘Net Zero Emissions by 2050’ scenario, global demand for
oil is set to decrease by 30% by 2035, and 76% by 2050, compared
to 2025 levels. Global oil prices are expected to decrease 56% by
2035 and 67% by 2050, compared to 2025 levels under the
same scenario.
How Ithaca Energy maintains resilience
• Continue to conduct reviews of our corporate strategy and business
model in the context of the energy transition and changing demand/
prices for oil and gas.
• Continue to explore investment in emissions reductions to reduce the
emissions intensity of our products.
• Continue to reduce our emissions footprint to maintain a
competitive, low carbon-intensity hydrocarbon, which will position
Ithaca Energy as a strong player in the UKCS and global oil market.
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RISK 4 TRANSITION RISK – REPUTATION
Industry scrutiny increasing reputational
risks and reducing access to capital
Timeframes
Medium
Medium
Short
Short
CP
NZ
Long
Long
Description of financial impact
There is increasing scrutiny on high-emitting sectors, including oil and
gas, as global decarbonisation efforts heighten. These changes are likely
to amplify our reputational risks, which could damage our social license
to operate, reduce access to capital, increase capital costs, increase
litigation and financial penalties, and make attracting and retaining
skilled talent more difficult.
Key modelling assumptions
• Modelling assumes two primary vectors: (i) increased costs from
financial penalties; and (ii) increased cost of capital.
• Exposure to a financial penalties are assumed to scale in line with
carbon pricing scenario trends.
• Estimated changes in interest rates under the climate scenarios have
been used as a proxy to assess the cost of capital.
How Ithaca Energy maintains resilience
• Continue to mature our transition planning, investment decision-
making and overall pathway to Net Zero by 2040.
• Continue to monitor investor and lending appetite and preferences in
the context of decarbonisation and the energy transition.
• Consider incorporating emissions reductions targets into any lending
debt facility.
RISK 5 TRANSITION RISK – TECHNOLOGY
Implementing low-carbon technologies
may increase capital expenditure
Timeframes
Medium
Medium
Short
Short
CP
NZ
Long
Long
Description of financial impact
As Ithaca Energy invests in technologies to meet climate commitments
and GHG targets, significant capital expenditure may be required. If we
delay or fail to adopt required solutions, Ithaca Energy may face reduced
revenue, stranded assets and/or increased costs.
Key modelling assumptions
• Modelling assumes two primary vectors: (i) increased capital
expenditure on large-scale GHG emission reduction projects
(e.g., electrification); and (ii) revenue loss associated with
assets with tiebacks to non-operated hubs that do not meet
regulatory requirements.
• Assumes the abated GHG emissions from modelled CapEx projects
reduces (and may completely offset) Ithaca Energy’s exposure to
carbon taxes (R2), thereby reducing the overall risk.
How Ithaca Energy maintains resilience
• Planned development of a roadmap to reaching our Net Zero 2040
target, including a costed decarbonisation pathway to set a clear
strategy prioritising the most effective emissions reductions activities
in terms of cost and reduction potential.
• Continue to monitor the global market for emerging low-carbon
technologies, such as electrification, and associated government
policies affecting technology development.
OPPORTUNITY 1 MARKET
Increased demand attributed to lower
relative carbon intensity products
Timeframes
CP
NZ
Medium
Medium
Short
Short
Long
Long
Description of financial impact
The UKCS low GHG-intensity products may be better positioned in
the energy transition compared to global producers, as downstream
consumers preferences shift. The competitive advantage of the UKCS
market could mean that Ithaca Energy benefits from increased prices
and/or increased demand.
Key modelling assumptions
• Assumes Ithaca Energy can expand its existing portfolio and
operations to meet potential increase in market demand for
lower carbon-intensive products.
• Ithaca Energy’s share of total UKCS production follows
production forecast.
How Ithaca Energy maintains resilience
• Ongoing horizon scanning on how hydrocarbon characteristics are
pricing into decisions on hydrocarbon selection (e.g. carbon intensity
as well as API gravity and sulphur content).
• Continue to develop a lower-carbon intensity portfolio.
55ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Sustainability review continued
How we manage climate risk (TCFD) continued
Sustainability review continued
How we manage climate risk (TCFD) continued
Climate risk management
The Climate Risk Register is formally updated annually
through the support of a third party, which involved
re-evaluation of the long-list of climate-related risks
and opportunities considering existing and emerging
regulation, as well as wider industry and market trends.
Following this, a risk validation workshop was held with key
stakeholders from across the Company to determine the
most material to climate-related risks and opportunities
to Ithaca Energy, to be taken forwards for quantification
through the climate scenario analysis described in Climate
Strategy (see page 51).
At the organisational level, responsibility for the Climate
Risk Register sits with the Environment group of the
HSE&A team. This includes the evaluation of the risks
and opportunities to account for additional planned
mitigation measures used to calculate a post-mitigation
residual risk level score. It is also used for the wider annual
re-assessment of risks and opportunities or following any
material change to the Company.
Material transition and physical climate-related risks are
integrated into the Group’s Enterprise Risk Management
(ERM) processes as part of the ‘Energy Transition
and Net Zero Delivery’ principal risk to be managed
appropriately. Climate-related risks and opportunities
are assessed against our ERM framework and Risk
Prioritisation Matrix, to ensure the assessment of financial
impact to the Company is consistent with evaluation of
wider business risks. High and very high climate-related
risks are monitored closely, with any material changes and
progress communicated to the ELT.
Climate-related risks are also managed at the asset and
investment level, considered as part of business planning
and pre-investment due diligence stage, with each
asset holding its own risk register which feeds into the
organisation level climate risk register held by the Energy
Transition team.
For wider information on Ithaca Energy’s Principal risks,
see pages 76 to 83.
Climate metrics and targets
In 2025, we performed an evaluation of appropriate KPIs
and targets to help track our exposure and performance
against climate-related risks and opportunities. The
metrics detailed in the table opposite reflect the key
indicators identified as part of this process, that will be
used to continually monitor and report on our resilience to
climate risk moving forwards. To inform the selection, the
Group considered sector-specific metrics suggested by
the TCFD implementation guidance.
Climate-related metrics identified include carbon
price sensitivity and exposure, capital and operational
expenditure on emission reduction projects, logistics delays
due to adverse weather, percentage of production covered
by OGMP compliance, among others including GHG
emissions and energy use (see ‘GHG emissions and energy
use’ section on the opposite page).
Progress towards targets is tracked against our baseline
year, 2018, and against NSTD targets. For further
details on performance against our climate targets and
overall transition approach, see the Climate change and
energy transition section above on pages 46 to 49. For
further information on the integration of metrics with the
Group scorecard, see the KPIs included in performance
scorecards on page 32.
Climate-related metrics
2025 2024
Metrics to measure GHG emissions and climate performance
Gross operated Scope 1 and 2 GHG intensity (tCO
2
e/boe) 17.2 23.9
Gross operated Scope 1 and 2 emissions (tCO
2
e)
1
437,455 488,003
Percentage change in Scope 1 and 2 emissions
2
-27% -18%
Scope 3 emissions (ktCO
2
e) 15,227 10,948
Percentage of annual bonus linked to GHG performance (%) 10 10
Metrics to monitor climate-related risks and opportunities
3
(R1) Operations downtime due to severe weather (hrs) 944 –
(R2) Average cost of carbon (£/tCO
2
e) 41 –
(R2) Percentage of operations covered by carbon pricing schemes (%) 100 100
(R3/O1) GHG Intensity (per above) 17.2 23.9
(R4) Percentage of production covered by Level 5 OGMP compliance
(%) 40 –
(R5) Spend on Emission reduction projects (£m) 24.5 –
(O1) Percentage of production from low carbon assets
(lower than NSTA basin average) (%) 69.1 –
(O1) Total spend on decommissioning ($m)
4
74.6 –
1 2024 Gross operated Scope 1 and 2 emissions were reported as 448,190 tCO
2
e and included emissions from the
Cygnus asset effective from the date of the business combination with Eni UK Ltd, 1st July 2024. The 2024 full
calendar year emissions from Cygnus have been reported for 2024 here, in order for a like-for-like comparison
to be made.
2 Percentage reduction is against the 2018 gross operated emissions baseline of 603 ktCO
2
e.
3 NEW reportable metrics for 2025 used internally to monitor our financial risk exposure to climate risks
and opportunities.
4 Excludes spend on assets subject to decommissioning reimbursements
56ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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GHG emissions and energy use
Streamlined energy and carbon reporting (SECR)
Ithaca Energy reports all emissions within its operational
control in line with the Companies Act 2006 Regulations
and the Energy and Carbon Reporting Regulations
2018. Reporting follows the GHG Protocol Corporate
Accounting and Reporting Standard and the UK SECR
guidance, with all reported emissions relating to our UK
and offshore operations.
Scope 1 and 2 Emissions
The Group collects and tracks Scope 1 and 2 GHG
emissions for each of its operated assets, as well as Scope
1 emissions for non-operated assets, measured in tonnes
of carbon dioxide equivalent (tCO
2
e). Ithaca Energy
accounts are verified under the requirements, regulations
and guidance of the 2020 UK GHG Order (UK ETS).
Our Scope 1 and 2 emissions reporting boundary includes
our offshore assets over which we have operational control.
We review our operational boundary regularly. In the event
of M&A (mergers and acquisitions) that alter Ithaca Energy’s
equity interests in NOJV assets, there will be a re-baselining
of emissions calculations. This ensures consistency in
performance tracking against the 2018 baseline and
alignment with net zero targets. Our baseline year remains
set at 2018, in line with the NSTA transition deal. When
calculating our emissions, we follow guidance from sources
including the GHG Protocol, IPIECA Sustainability
Reporting Guidance and the UK Environmental and
Emissions Monitoring System.
2025 2024
Emissions
1
Scope 1 GHG emissions (ktCO
2
e)
436.9 487.7
Scope 2 GHG emissions (ktCO
2
e) 0.6 0.3
Scope 3 GHG emissions (ktCO
2
e)
2
15,227 10,948
Scope 3 GHG emissions – excluding use of sold products (ktCO
2
e)
3
447.0 506.6
Gross operated GHG intensity (kgCO
2
e/BOE) 17.2 23.9
Net Equity Scope 1 GHG emissions (ktCO
2
e)
4.5
891.4 627.8
Net Equity Scope 1 GHG intensity (kgCO
2
e/BOE)
4
23.5 20.7
Flaring and Venting
6
Total Flared Mass (tonnes) 36,728 –
Flaring intensity (tonne flared/BOE) 0.002 –
Total Vented Mass (tonnes) 473.6 –
Energy
Energy consumption (million MWh) 1.81 1.81
Energy Intensity (TJ/mBOE) 0.26 0.35
In 2025, our owned and operated Scope 1 emissions were
436,915 tonnes, a 10% decrease from 2024 and a 27%
decrease from our baseline year 2018. This decrease
was largely driven by reduced power demand as a result
of lower production throughput on our late-life assets.
Our emissions intensity in 2025 was 17.2 kgCO
2
e/BOE,
a marked decrease from 23.9 kgCO
2
e/BOE in 2024,
reflecting our ongoing growth strategy of the addition of
low-carbon producing assets.
Since 2023, Scope 1 greenhouse gas absolute emissions,
and carbon intensity have also been reported on a net
equity basis, incorporating the proportional contribution
from both operated and non-operated assets. In 2025 our
Scope 1 net equity emissions were 891,433 tCO
2
e.
Scope 2 emissions
Our Scope 2 emissions, from purchased electricity for
our offices in Aberdeen were 540 tonnes, accounting for
only a small percentage of our carbon footprint. Scope 2
emissions are calculated using the market-based methods
separately as defined by the GHG Protocol Scope 2
Guidance. Scope 2 emissions are presented on a gross
basis. Our Scope 2 emissions, from purchased electricity
for our offices in Aberdeen were 540 tonnes, accounting
for only a small percentage of our carbon footprint.
Scope 3 emissions
We expanded our reporting to include Scope 3 GHG
emissions in 2024 and continue to report on 4 of the
15 Scope 3 categories. When prioritising Scope 3 GHG
emissions categories to report, materiality and relevance
to the oil and gas sector, as well as availability of data
were considered. We will continue to assess our Scope 3
reporting boundary as our business grows.
Scope 3 GHG emissions are calculated with reference to
the GHG Protocol’s Corporate Value Chain Standard and
IPIECA Estimating Petroleum Industry Value (Scope 3)
GHG Emissions guidance. In 2025, our reported Scope
3 GHG emissions arising from sources not owned or
operated by Ithaca Energy but occurring as a result of our
activities totalled 15.23 MtCO₂e (2024: 10.95 MtCO₂e).
Emissions from our downstream products (category 11)
contribute significantly to our overall Scope 3 footprint.
Our upstream Scope 3 emissions include our gross
operated emissions associated with:
• Goods and services from projects and operational
activities (category 1): 280.6 ktCO₂e
• Upstream transportation and distribution from logistics
(category 4): 165.7 ktCO₂e
• Employee business travel (category 6): 0.7 ktCO₂e
Our downstream Scope 3 emissions include our net
equity share of emissions associated with:
• Use of sold products (category 11): 14.78 MtCO₂e
Our category 11 scope 3 emissions have increased
proportionally with our production increase from 2024
to 2025.
Methane
This year, just one year after becoming signatories, we
achieved Gold Standard Pathway certification under
OGMP 2.0, reflecting the significant progress made
in strengthening methane management across our
operated assets. This recognition acknowledges the rapid
development and implementation of robust methane
action plans, enhanced governance, and a clear, credible
pathway towards higher-tier methane measurement and
reporting. Our achievement of Gold Standard Pathway
status demonstrates the pace at which we have embedded
OGMP 2.0 requirements into our environmental
management systems and aligns our approach with
leading international best practice.
In November, our Captain assets became the focus
of a joint industry partnership with the Net Zero
Technology Centre, highlighting our proactive approach
to collaboration, innovation and knowledge-sharing.
More information can be found on page 59.
2025 2024
Methane emissions (tonnes) 1,205.5 –
Methane Intensity (%) 0.05 0.10
1 All emissions metrics are calculated in line with the GHG Protocol; Scope 2 emission calculations use a market-based method.
2 Scope 3 emissions are calculated in line with the GHG Protocol, including categories 1, 4, 6 and 11
3 Reduction versus 2024 due to a change in methodology which avoids double counting of emissions resulting from hired vessels
4 Increase in reportable 2024 emissions versus what was reported in 2024 accounts due to expansion of scope and improvement of methodology
5 Net equity emission metrics are reporting based on our equity share of producing assets in which we hold an operating interest
6 NEW reportable metrics for 2025 support our progress monitoring toward zero routine flaring and venting by 2030
57ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Sustainability review continued
How we manage climate risk (TCFD) continued
Sustainability review continued
How we manage climate risk (TCFD) continued
Effluents, spills and waste
We are committed to preventing pollution and continually
assessing the environmental risks associated with our
production and related activities. All our operations have
comprehensive spill contingency plans in place, supported
by ongoing contracts with specialist spill-response
providers to ensure rapid, effective action in the unlikely
event of a major incident. Further details on our approach
to emergency preparedness and crisis management can
be found on page 62.
In 2025, we recorded ten loss of containment events,
resulting in the release of 4.78 tonnes of material to the
marine environment (2024: 27 events, 85.8 tonnes). This
improvement is a result of improved environmental audit,
assurance and awareness across our offshore and onshore
teams. All incidents were thoroughly investigated, and
corrective actions implemented to prevent recurrence
and strengthen operational integrity.
Effluents and spills metrics
2025 2024
Discharge of produced water
(million tonnes) 4.78 4.84
Number of unplanned hydrocarbon
release incidents 9 16
Quantity of unplanned hydrocarbon
released to the environment (tonnes) <0.01 –
Number of unplanned chemical
release incidents 1 11
Quantity of unplanned chemicals
released to the environment (tonnes) 4.71 –
Oil in produced water (mg/l) –
planned discharges 6.03 5
Oil in produced water (tonnes) –
planned discharges 30 –
Waste
Waste returned to shore from our operated producing
assets is shown in the following table. The increase in waste
for 2025 can primarily be attributed to increased platform
drilling in the Captain field and associated regulatory
compliance constraints. The addition of the Cygnus asset
also accounted for additional waste although did not add
significantly to the total for 2025.
2025 2024
Total waste generated (tonnes) 6,695 4,774
Hazardous waste 4,509 –
Non-hazardous waste 2,183 –
Decommissioning
Ithaca Energy is committed to conducting
decommissioning activities to the highest standards of
safety, efficiency, and cost-effectiveness. We operate in
full compliance with all applicable UK and international
regulations, ensuring that our approach remains both
responsible and sustainable. Through active collaboration
with regulators, industry partners, and the supply chain,
we continue to adopt best practices and drive continuous
improvement across all decommissioning operations.
In 2024, the Anglia A platform, located in the Southern
North Sea (UKCS Block 48/19b), was successfully removed
and fully dismantled, with 97% of the asset (primarily scrap
metal) recycled. The six platform wells associated with
Anglia were plugged and abandoned (P&A’d) in 2023,
followed by the P&A of a further subsea well in 2025.
In 2025, the Group commenced P&A activities on the Alba
field (UKCS Block 16/26) in the Central North Sea. This
marks the start of a major platform-based P&A campaign
as Alba approaches cessation of production in 2026.
Ithaca Energy continues to progress decommissioning
planning for several high-intensity assets approaching
end of life, while simultaneously investing in lower-
emission intensity assets such as Cygnus and Rosebank.
In 2026, three operated assets, the Alba North Platform,
Alba Floating Storage Unit (FSU), and Stella Floating
Production Facility (FPF-1), are expected to cease
production, having depleted their recoverable reserves and
become no longer economically sustainable. The floating
assets (Alba FSU and Stella FPF-1) will be removed from
location in 2026, with subsequent campaigns to remove
wells and subsea infrastructure scheduled in later years.
Biodiversity
We consider impacts on biodiversity as part of our
environmental impact assessments. We use the results of
theses assessments to identify and manage the actions we
can take to lower our impact. In 2026, we will develop a
biodiversity plan to further assess and manage our biodiversity
impacts across our growing portfolio of operations.
We are already working with industry and the local
community to take action to protect and improve
biodiversity and ecosystems on and offshore. We use an
Offshore Bird Management Portal for our SNS assets
which allows us to monitor bird activity. This is particularly
important on our unmanned installations which play host
to nesting sites for protected species such as kittiwakes.
The portal allows us to monitor activity during the nesting
season and help prevent operational impact. In addition,
we are partners in the North East Scotland Biodiversity
Partnership, which takes action to preserve, promote
and improve biodiversity through projects and awareness
programmes in the North East of Scotland.
Environmental management
Ithaca Energy’s Environmental Management System
(EMS) establishes procedures to manage and mitigate
environmental impacts and to assess and prioritise emission
reduction opportunities. The EMS complies with OSPAR
Recommendations 2003/5 and aligns with ISO 14001 and
ISO 50001 standards, with these practices embedded in
our governance, risk, and performance framework.
We monitor environmental impacts during operations
and conduct audits as needed to ensure compliance
and identify improvement opportunities. Stakeholder
engagement is maintained throughout the lifecycle of
our operations.
Further information on our environmental performance
is disclosed in our annual environmental (OSPAR) report,
available on our website.
58ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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IN FOCUS – STABILITY
Methane Joint Industry Partnership
Ithaca Energy participated in a multi-operator Joint-Industry
Project (JIP) led by the Net Zero Technology Centre to advance
offshore methane measurement and support future
OGMP 2.0 Level 5 reporting across the UK North Sea.
The Methane Measurement JIP brought together six
North Sea operators and leading scientific partners to
create consistent, science-driven methods for offshore
methane quantification.
The Captain field was chosen as the base for the project
thanks to its mix of fixed platforms and an FPSO– an ideal
setup for proving technologies across varied structures and
wind environments.
The project will help advance industry guidance by
providing CH₄ and CO₂ emissions data and tackling core
technical challenges such as drone standoff distances,
wind-characterisation best practice, and the effects of
structural wind shadowing offshore.
Three specialist vendors – Flylogix, Aeromon and SINTEF
– each added unique value. Flylogix’s long-range UAV flights
provided the first Level 5 downwind baseline for plume behaviour.
Aeromon’s drone surveys delivered detailed emissions mapping
to validate mass-flow estimates. SINTEF contributed a full suite
of bottom-up assessments – from LDAR walkdowns to flare
efficiency checks – while also performing plume transects to
align source-level data with site-level measurements.
For industry, the campaign raises the bar on measurement
accuracy, supports credible emissions reporting, and
strengthens the technical foundation for OGMP 2.0
compliance. For Ithaca Energy, participation deepened
our understanding of methane behaviour and enhanced
our capability to deliver more robust, defensible emissions
reporting across our operated assets.
The Methane Measurement
JIP shows the power of industry
collaboration. When operators
and technology partners come
together with a shared goal,
we unlock new ideas, learn
from each other’s experiences
and make real progress toward
more consistent, transparent
methane measurement.”
– Net Zero Technology Centre
59ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Sustainability review continued
How we manage climate risk (TCFD) continued
06
Occupational
health & Safety
07
Process Safety Security
08
09
Emergency
Response
Sustainability review continued
Our people
Sustainability review continued
For our people
Having joined the Executive Leadership Team of Ithaca Energy during 2025, I am energised
by our growth ambition which sets us apart from other companies in the sector. We offer
exciting opportunities across the whole life cycle and are building the Company we all want to
work for, where people feel valued and recognised for their contribution to the success of the
business. That’s why I joined and I am committed to making that happen at Ithaca Energy.”
Nikki Fox, EVP People and Culture
Linked SDGs
Material topics
Achieved In progress New
Targets and objectives
Ensure no Tier1 and Tier 2 process
safety events across our assets
Implement a new harmonised
Business Management System
Launch and embed our behavioural framework –
‘Our Way’
Integration of our people to form one team,
following Business Combination with Eni UK
Identify areas for improvement from engagement
survey and action
Launch refreshed grading structure
Focus areas in 2026
Process safety leadership focus on training
and competence, audit and assurance and
risk management
Deliver action in areas of leadership, recognition and
development in response to our engagement survey
Launch of a refreshed behavioural framework that
supports how we work together and how we bring our
values to life
Build Senior Leadership capability that focuses on
unlocking potential and putting people at the centre of
driving business success
Embed our values to support an inclusive and diverse
workplace that values all our people
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 60
Corporate governance Financial statementsStrategic reportCompany overview
Our people are
our greatest asset
Health, Safety and Environmental
performance is our highest priority,
and we remain committed to providing
a safe and healthy working environment
for all employees, contractors and other
personnel working for us.
Our operations are underpinned by a robust HSE policy
and a comprehensive management system. Accountability
is embedded across the Group through setting challenging
safety and environmental metrics within our performance
scorecard, which is reviewed regularly by the Board. Our
processes are further strengthened through rigorous risk
assessments, strict compliance with legislation, and active
participation in key industry bodies, such as OEUK and Step
Change in Safety, ensuring we continue to contribute to and
adopt best practice across the sector.
Our people are central to our success, and we continue to
prioritise talent development, employee engagement, and
creating a positive culture where individuals feel a strong
sense of belonging and shared purpose. We recognised the
importance of refreshing and embedding our values during
our integration, to promote an inclusive and collaborative
environment that empowers our teams to contribute to our
shared success. It is important that our people feel listened
to and valued, with our 2025 engagement survey and regular
two way communications providing an opportunity for them
to express themselves and contribute to shaping our culture.
FOR OUR PEOPLE
Values
Our approach
At Ithaca Energy, our people are at the centre
of everything we do. Our culture is rooted in
collaboration and collective expertise, guided by
a clear vision and a set of values. Following the
Group’s Business Combination with Eni UK in late
2024, we took the opportunity to review our values
in partnership with employees, reinforcing our
commitment to a ‘one team’ focus.
Our performance
In 2025, our objective was to align our ways of
working around our ‘one team’ focus. Our values
have played a pivotal role in this, strengthened
through employee collaboration and relaunched
across our combined business.
A particular focus was placed on our safety value,
making expectations around personal ownership
of safety and the importance of human factor
fundamentals clear.
Our five values – Make it Safer, Bring Strength, Be
Considered, Express Yourself, and Deliver Results
– underpin behaviours, decisions, and interactions
across the organisation, helping to create a
workplace where employees feel empowered,
respected, and valued.
Our recent Company-wide employee engagement
survey showed that 90% of employees understand
our Company values, reinforcing the success of our
communication and engagement efforts.
Looking ahead
We will continue embedding our values through
enhanced communication, discussions and
activities across the business always tying back to
our values, making the connection visible to all. We
will also launch a refreshed behavioural framework
that supports who we are and how we work
together, bringing our values to life every day.
Integration
Our approach
Following the Group’s Business Combination with
Eni UK, we undertook a comprehensive review of
our organisational structure, systems, processes
and ways of working, with the aim of fostering
efficiency, collaboration and accountability.
Our performance
As part of this review, we implemented a new
operating model and aligned systems, processes
and policies, including performance management
and succession planning while maintaining a strong
focus on our people through clear communication,
recognition and wellbeing support.
We also established a Senior Leadership Team
(SLT) to provide consistent leadership across the
business, strengthen relationships, and improve
communication and collaboration. We were pleased
to see a 12% increase in our employee engagement
score at the end of 2025, which we believe reflects
the positive impact of these changes.
Looking ahead
We will continue to focus on unlocking the
potential of our talent, as they deliver exceptional
business outcomes that utilise the range of
experience, background, cultures and approaches
that our people bring. We recognise the value in
the diverse backgrounds of our workforce and will
continue to enhance this with the addition of new
people who bring enthusiasm, energy and talent
into Ithaca Energy.
Leadership
Our approach
Strong leadership is fundamental to our success,
supporting our integration as one high performing
team and shaping a Company we can all be
proud of.
Our performance
Our leaders play a critical role in driving our
evolving culture through communication, coaching
and role modelling our values. In 2025, we
invested significantly in leadership development.
Delivering 2,400 hours of training through our
bespoke People Leaders Programme, participating
in the Future Industry Leaders programme,
and establishing new functional talent leads and
teams to improve development opportunities. We
also strengthened our succession planning and
launched a new Development OIM programme.
In response to feedback from leaders and
employees, we established a new Senior
Leadership Team, bringing together key leaders
from across the business, including offshore to
enhance alignment, strengthen cross-functional
collaboration, build relationships and drive progress
on our priority performance areas. The SLT acts
as a vital conduit between employees and the
business, ensuring shared understanding and clarity
on how each role supports business success.
Looking ahead
In 2026, the SLT will continue to mature and
improve its effectiveness by focusing on our
highest priority performance goals and areas
highlighted in our recent employee engagement
including employee development and recognition.
To further support leadership development,
we plan to deliver targeted sessions on feedback
and change management, with longer-term
plans to develop a bespoke in-house senior
leadership programme.
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Corporate governance Financial statementsStrategic reportCompany overview
ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Sustainability review continued
Our People continued
Our approach
At Ithaca Energy, Health, Safety, and Environmental
(HSE) performance is our highest priority, and we remain
committed to providing a safe and healthy working
environment for all employees, contractors and other
personnel working for us.
To drive effective HSE management we ensure that we:
• Include challenging safety and environmental
performance measures in our scorecard designed
to drive performance improvements, tracked at
established meetings and reviewed by the Board;
• Diligently apply robust risk assessment and
management of change processes;
• Manage activities in compliance with legislation and
industry standards, through subscription to legislation
services and proactive participation in groups led by
industry bodies and groups such as OEUK, IOGP and
Step Change in Safety;
• Ensure regulator accepted safety cases are in
place for all offshore facilities which summarise our
management of potential Major Accident Hazards
(MAHs) and safety and environment sections of our
Company management system;
• Undertake detailed Line of Defence (LOD) auditing,
driving focus on prevention of Major Accident
Hazards, with regular progress reporting to the Board
HSE Committee;
• Effectively manage independent assurance of safety
and environmental critical elements (SECE) by an
Independent Competent Person (ICP) as part of our
written scheme of verification;
• Undergo effective independent reviews of well
programmes undertaken via our well examiner;
• Adhere to our framework for technical authorities,
providing independent assurance of work activities;
• Maintain effective crisis management and emergency
response processes, exercised regularly and supported
by specialist agencies as required; and
• Have clear oversight and challenge of activities by the
Board HSE Committee, which is led by experienced
industry leaders.
Recognising that the prevention of process safety events,
and the health, safety and security of those who work
for, with, and alongside Ithaca Energy, are central to
our business success, we work to proactively manage
the potential risks of major incidents and actively drive
improvements in our HSE performance by continuing to:
• Develop, implement and deliver clear improvement
plans, covering all areas of HSE;
• Focus on developing a strong leadership culture,
prioritising process safety culture and Stop
Work Authority;
• Reinvigorate Company core values, including the
launch of the ‘Make it safer’ HSE-focused value
during 2025;
• Further develop our process safety culture,
with continued focus on leadership training for
senior leaders;
• Work to understand and effectively manage human
factors within our activities, launching our Human
Factor Fundamentals programme supported by
Human Performance training;
• Continue frontline Operator Process Safety training;
• Increased focus on contractor selection and
management activities, reflecting the importance of a
‘one team’ approach to delivering shared success; and
• Promote use, and adherence to, Life Saving Rules and
Process Safety Fundamentals across our operations.
Performance
The Group continues to monitor and manage the Fatality
and Permanent Impairment (FPI) and Total Recordable
Case Frequency (TRCF) associated with its operated
assets as a means of evaluating the health and safety
performance of the Group and the suppliers working
on the assets.
In addition, the Group progressively monitors process
safety events, monitoring Tier 1, 2 and 3 events (as
defined by Institute of Oil & Gas Producers IOGP
AP1453) for learning, improving operational and process
safety performance, within an open and transparent
incident reporting culture, as a continual focus of the
business and a combination of targets and specific
measures are implemented with a view to facilitating
this goal.
Our 2025 performance reflects the first full-year since
the completion of Ithaca Energy’s transformational
Business Combination with Eni UK, incorporating data
from all operated assets, operational MODUs, Flotel
scopes (alongside Captain WPP) and vessel activities
throughout the year.
Our performance with regard to Fatality and Permanent
Impairment, Process Safety Events and Recordable Case
or injury rates are shown in the following table, which
confirms continued improvements versus prior years:
Looking ahead
During 2025 we progressed integration activities
following the completion of the Business Combination
with Eni UK in 2024 to identify best practice
opportunities to enhance HSE management and deliver
business efficiencies. During 2025, we implemented
our new ‘Make it safer’ value ensuring HSE matters
are front and centre in our activities and representing
a cornerstone of our proactive safety culture. We have
undertaken standardisation of several key systems and
processes via a comprehensive change management
programme, including implementation of the Synergi tool
for logging all incidents, events and associated actions,
and implementation of an enhanced tool for recording
and assessing environmental performance data.
Moving forwards, in 2026 we will continue with this
harmonisation programme, and further refine our
broader strategy around health, safety and environmental
management to ensure ongoing suitability to our
business and identification of opportunities to deliver
improvements in our HSE performance. Key focus areas
will include:
• Process Safety Leadership – detailed plans developed
and being progressed covering a range of topics,
aligned to industry focus areas including process
safety training and competence, audit and assurance,
and risk management
Sustainability review continued
Health and safety
Health and safety
2025 2024 2023 2022
Fatality and Permanent Impairment (FPI) – – – –
Process Safety Events Tier 1 – – 1 –
Process Safety Events Tier 2 – – 1 2
Total Recordable Case Frequency per million hours 1.7 2.3 3.3 3.4
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• Enhancements to audit and assurance scopes in line
with updated governance documentation and plans;
• Becoming more active members of Step Change In
Safety, leveraging on their material where appropriate
and actively sharing our information and tools with
them as part of driving delivery of industry-wide
improvements in safety performance;
• Delivery of enhancements to our Control of Work
processes, including implementation of an updated
E-permit to work process supported by updated
site standards and procedures, alongside training
for personnel;
• Continued harmonisation of our HSE processes
and systems following completion of the Business
Combination with Eni UK, seeking to identify and
implement best practice approaches alongside
simplification and standardisation;
• Enhancement of our ESG activities, with specific
focus upon delivering further emissions management
and reduction opportunities, through both technical
solutions and behavioural activities;
• Identifying and delivering performance improvement
scopes in line with our ISO certifications;
• Delivering enhancements to our occupational and
industrial health and wellbeing activities, including
embedding of a new online database for management
of data which enables greater visibility of compliance;
• Implementing and embedding human performance
principles across our activities, including delivery of
human performance training to key personnel; and
• Further enhancements in contractor selection and
management processes, in line with IOGP 423, with
a ‘one team’ approach recognised as essential to
delivering shared successes.
IN FOCUS – STRENGTH
Investing in the next generation of OIMs
As part of our commitment to developing future leaders,
we launched an Offshore Installation Manager (OIM)
development programme in 2025, targeting high-
potential individuals for accelerated progression to OIM
level or onshore leadership roles. Combining technical
and behavioural development, the programme ensures
these future leaders have operational expertise and
strategic vision.
Typically, without extensive experience working offshore,
there is no formal route for progression to OIM. This
new framework creates a structured path for people with
diverse backgrounds, such as engineering or operational
leadership, to develop the skills and experience they need
to become our future offshore leaders.
Ben Anderson for Alba FSU, Nick Gill for FPF-1 and Kim Bain for
Alba North are all undertaking the programme consisting of structured
training and hands-on experience.
Kim Bain said: “Offshore, people are everything. There’s no hiding –
you live and work together, and you need to be someone your team can
rely on. Whether it’s a technical question, a welfare issue or something
personal going on at home, I want to be someone who listens and
supports. I’m excited to be part of the Alba team and play my part.”
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Sustainability review continued
Health and safety continued
3
2
3
2
3
2
Senior managers (ELT members)
1,2
Total employees
2
Sustainability review continued
Diversity, equity and inclusion
Diversity, equity
and inclusion
Our approach
Diversity Equity and Inclusion (DE&I) is fundamental
to the well-being of our employees and the success of
our business. We aim to build a workforce that is truly
representative of the society in which we operate, where
every employee feels respected and able to perform at
their best. A diverse and inclusive workforce strengthens
our capabilities, increases engagement and enhances
business performance, contributing to fairer and more
equitable communities.
In 2025, we launched a new DE&I framework built
around four key pillars: Education, Empathy, Engagement
and Accountability. This framework underpins all our
activities and ensures our leadership team, DE&I Network
and wider workforce are collectively accountable for
advancing DE&I at Ithaca.
Our performance
At the start of 2025, Ross Mitchell, EVP Business
Development and Commercial, joined Ithaca’s DE&I
network as Executive Leadership Team sponsor, acting as
the link between the employee network and the leadership
team. Alongside launching the new framework, we
conducted a Company-wide employee survey specifically
on DE&I, the results of which shaped the focus and
priorities of our DE&I network to ensure it reflects the
needs and expectations of our people see.
We welcomed Dame Kelly Holmes to Ithaca Energy
for an inspiring online session, where she highlighted
the importance of inclusion, the strength that comes
from diverse backgrounds, and the need for ongoing
conversation and meaningful action.
Our employees told us that understanding neurodiversity
was important to them. In response we hosted six
specialised sessions delivered by Amy Cave from ADHD
and beyond, covering Autism, Dyslexia, Dyscalculia,
ADHD, Dyspraxia, Dysgraphia, Tourette’s and OCD.
Board, senior management and employee diversity
As at 31 December 2025, the gender breakdown of our
employees and Directors was as follows:
Male 11
Female 3
Total 14
Male 6
Female 2
Total 8
Male 606
Female 159
Total 765
Board directors
These sessions increased awareness and understanding
while providing guidance for colleagues experiencing
neurodiversity themselves or supporting family
members. Following the sessions, a dedicated support
group was established, working closely with the DE&I
network work to ensure appropriate, ongoing support.
We also launched a working families group, offering
a volunteer-led network to support colleagues during
long-term sickness or family leave. Volunteers act as an
independent point of contact, helping colleagues stay
connected while away and supporting their transition
back to work.
Looking ahead
Guided by insights from the DE&I workforce survey,
we remain committed to delivering an ongoing
programme of equity and inclusion, based on topics
that matter most to our people. In 2026, our focus
will include activities and education related to mental
health, gender equality, neurodiversity and cultural
awareness. We want everyone in Ithaca Energy to feel
comfortable being themselves, feel listened to and feel
able to express themselves. Our DE&I Network will
continue to educate, advocate, engage and empower
our organisation as we work to sustain a culture that is
diverse, equitable and inclusive.
1 Senior management includes the Executive Directors and the
Executive Leadership Team
2 Excludes secondees
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IN FOCUS – STRENGTH
DE&I network impact summary – 2025
Following the Business Combination with Eni UK at the end of 2024,
we relaunched our Diversity, Equity and Inclusion (DE&I) network,
welcoming new members from the combined companies who
had fresh ideas and different experiences to bring to the group.
Throughout the year, the network placed listening at
the centre of its approach, launching a Company-
wide workforce survey to understand the topics that
mattered most to our people. This feedback directly
informed our DE&I priorities, with mental health,
neurodiversity, culture, gender equality and general
DE&I awareness emerging as the top areas of focus.
A standout moment was an inspiring Company-wide
online session with Dame Kelly Holmes, attended
by more than 200 colleagues. Dame Kelly shared
powerful reflections on inclusion, resilience and
representation, sparking conversation across the
organisation and reinforcing why DE&I work matters.
The network also ran a comprehensive programme
to deepen understanding of neurodiversity, hosting
six expert led sessions. These sessions also led to the
creation of a peer support community which connects
parents, carers and neurodivergent colleagues, who
are seeking advice and sharing experiences. This
organically formed group became one of the year’s
most meaningful demonstrations of the network’s
impact, showing how awareness and empathy can
translate into real-world support.
The DE&I Network continued to evolve its ways
of working, maintaining regular communication,
gathering suggestions from employees and
collaborating with leaders to ensure DE&I
considerations were embedded across the business.
Through events, expert speakers, survey-driven
priorities and a strong focus on accountability, the
network made tangible progress in shaping a culture
where everyone feels able to express themselves, be
heard and belong. As a result, in our 2025 Employee
Engagement Survey, all DE&I questions saw a positive
increase from 2023.
The network placed listening at the centre
of its approach, launching a Company-wide
workforce survey to understand the topics that
mattered most to our people.”
Ross Mitchell
EVP Business Development and Commercial, and sponsor
of the DE&I Network.
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Sustainability review continued
Diversity, equity and inclusion continued
10
Our
communities
Sustainability review continued
Our communities
Sustainability review continued
For our communities
Giving back to our local communities provides a strong sense of purpose to our people, and
supports our license to operate. This year we extended our longstanding charity partnership
with VSA, which will allow teams across our organisation to continue to make a difference
through continued volunteering, including the creation of a dementia village at Crosby
House. I feel genuinely proud of the impact we are making in our local community.”
Julie McAteer, General Counsel and Company Secretary and Chair of Charity Committee
Linked SDGs
Material topics
Achieved In progress New
Targets and objectives
Establish key corporate charity partners and
communicate commitments
Reach FID for critical UK assets, in support
of domestic energy security
Provide continued volunteering support
for our key charity partners, including creation
of dementia village at Crosby House (VSA)
Relaunch partnership with North East Scotland
Biodiversity Partnership (NESBiP)
Focus areas in 2026
Maturation of development projects towards FID
Coralling a strong team of volunteers to help
transform cabins at Crosby House into a
welcoming dementia village
Providing a range of volunteering opportunities that
allow our teams to make a real and lasting difference
in our communities
In line with our NESBiP relationship, creation of
bio-diversity action plan and implementation of
biodiversity improvements for the office grounds
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Contributing in a
meaningful way
Ithaca Energy believes in the vast societal
benefits of access to low-cost energy and
the importance of safeguarding the UK’s
domestic energy supply, together with
giving back in a meaningful way to our
local communities.
Our operations in the UK play a critical role in delivering
affordable and reliable energy. In 2025, we estimate
Ithaca Energy contributed over 10% of UK’s total oil and
gas production, further strengthening national energy
security through our increased stake in the Cygnus field.
This investment supports the continued development of the
UK’s single largest producing gas field and reinforces our
commitment to providing reliable, lower-cost energy for
the UK.
Our social commitments extend beyond the workplace, as
we continue to engage with and support the communities in
which we operate. Ithaca Energy has built strong relationships
with charity partners, contributing to causes related to
poverty, mental health, environmental stewardship, palliative
care, and social care to support the most vulnerable people
of all ages living in our communities. Through both financial
contributions and hands-on volunteering, we supported a
wide range of initiatives that create meaningful impact across
the North East of Scotland, while creating opportunities
for our employees to engage with and learn about key
social issues.
FOR OUR COMMUNITIES
Our approach
The communities in which we operate matter deeply to
us. We believe that being a good neighbour is an essential
part of our sustainability strategy and fundamental to our
social licence to operate.
During 2025, we were honoured to continue working
closely with our five charity partners, strengthening
the collaborative relationships we have built since the
inception of our partnerships. Through both financial
contributions and hands-on volunteering, we supported
a wide range of initiatives that create meaningful impact
across the North East of Scotland. We also created
opportunities for our employees to engage with and learn
about key social issues, including poverty, dementia,
mental health, cancer and special educational needs, while
continuing our support for mainstream education from
primary through to higher education.
Since launching these partnerships in 2023, our employee
engagement surveys and informal employee feedback
have shown a positive increase in engagement, reflecting
the sense of purpose our people gain from supporting
voluntary and charitable activities. Our people tell us that
these experiences strengthen team cohesion and bring
our shared behaviours to life. For our charity partners,
our financial contributions remain vital; however, they
consistently emphasise that the time, skills and energy
our volunteers give is a hugely valued support that
remains just as important.
In recognition of how our people and teams can benefit
from increased social connection, all employees receive
four volunteering days each year and are encouraged to
participate in educational webinars and sessions during
working hours. These have covered topics ranging from
mental health, menopause and neurodiversity to personal
experiences of dementia and cancer treatment, helping
to build understanding, inclusivity and awareness across
the organisation.
With a strong passion for supporting the next generation
of talent in the energy sector, we continue to welcome
interns, graduates and apprentices across the business.
We partner with universities, colleges and schools and
sponsor early career participation at conferences, helping
foster capability and inspire future industry leaders.
Our performance
We were honoured to receive OEUK’s ‘Neighbour of the
Year’ award, recognising companies that have exemplified
exceptional corporate social responsibility and community
engagement. This award reflects the significant
contribution Ithaca Energy makes across our communities
and celebrates both the vital work of our charity partners
and the dedication of our people, who generously give
their time and energy to volunteering and fundraising.
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ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Our communities continued
Sustainability review continued
Our support is deliberately multi-faceted, covering
financial support and volunteering, to raising awareness
of social issues facing our community. In the past year, we
donated £350,000 to our charity partners, helping them
deliver essential services where they are needed most.
In 2025, 18 volunteer teams contributed almost 2,000
hours of their time and skills to meaningful community
causes, creating a positive impact beyond our workplace.
Our volunteers not only deepen our charity partner
relationships, but also enrich our Company culture by
promoting collaboration, empathy and a strong sense of
shared purpose across our workforce.
We are delighted to have also supported initiatives
including tea parties and choirs, golf days, endurance
events such as rowing challenges, the Kilt Walk, the
London Marathon, Run Balmoral and Aberdeenshire
Enduro, Christmas Concert, Sing, Sing, Sing, Courage on
the Catwalk, support to mental health charities and social
events such as our Burns’ Supper and annual charity balls.
We also made end-of-year donations totalling £50,000
to six local charities, supporting Men in Mind, Forget Me
Not Club, Somebody Cares, Alford Railway, Friends of
ANCHOR and All Life Chances.
In addition to the annual funding we provide to our charity
partners, in 2025 our Charity Committee approved more
than 60 employee-led requests in support of causes
that our people personally champion and volunteer with.
Through this programme, we donated over £50,000 to
a wide range of community projects, charities, clubs and
fundraising initiatives.
Beneficiaries spanned grassroots sports, health and social
care charities, arts organisations, animal welfare groups
and community support programmes, with highlights
including: Buckie Rovers, The Archie Foundation, Charlie
House, CLAN, Newmachar United 2016’s, Attic Theatre,
Con Anima Choir, The Judo Academy, Cats Protection,
Grampian Women’s Aid, the MS Society, Alzheimer’s
Society, Bucksburn Academy Friends of the ASN Wing,
Friends of Johnstone Gardens, Animal Therapy Sessions
at Westerton Farm, Feeling Blue, Thinking Differently,
CHAS, Befriend a Child, Hamish Dear’s Warm Hugs,
UCAN, the ARI Maxillofacial Department, Cornerstone,
Bucksburn & District Pipe Band, Northstar Community
Football Club, the British Legion and Kayleigh’s Wee Stars.
This broad range of support reflects the passion,
commitment and community spirit of our people, and
the importance we place on enabling colleagues to make
a meaningful difference to the causes that matter most
to them.
Our charity partners
VSA
2025 marked the third year of our corporate partnership
with VSA, reinforcing our long standing commitment to
supporting vital social care services across the North East
of Scotland. This year, we were proud to promote VSA’s
Save Our Social Care campaign as a key funding partner,
helping the charity raise broader community awareness
and support during a period of significant need.
We also launched our second major volunteering
project with VSA, the creation of a dementia village at
Crosby House. Modelled on the innovative concept
first developed in the Netherlands, dementia villages
help residents evoke memories, supporting mobility,
independence and cognitive behaviour. Our volunteer
teams transformed the garden area and built four summer
houses, designed as a shop, hairdresser, post office and
coffee shop, helping to create familiar, everyday spaces
that provide residents with a sense of normality and the
opportunity to engage in daily activities they may have
been unable to enjoy since moving into care.
In addition, we supported VSA through a range of
initiatives throughout the year, including the annual
Charity Ball, Christmas Concert, golf days and
fundraising events. Every department and team member
across Ithaca Energy has played a part in this partnership,
contributing their time, skills, creativity and energy, while
building genuine relationships with VSA staff and service
users and deepening the impact of this valued partnership.
AberNecessities
We were proud to support AberNecessities’ Believe
in Magic campaign in 2025. In addition to our initial
£25,000 donation, teams from across Ithaca Energy
volunteered at the charity’s Christmas HQ and
generously contributed to the Giving Tree appeal.
Throughout the year, our people continued to support
AberNecessities in a variety of meaningful ways, from
building, quality checking and cleaning donated cots,
highchairs and essential items for families in need, to
helping maintain the charity’s outdoor space through
gardening and site improvement work.
Friends of Roxburghe House
2025 marked our second year partnering with Friends
of Roxburghe House. Across the year, multiple volunteer
teams supported the charity’s garden projects, planting
bulbs, clearing woodland paths and donating machinery,
equipment and PPE to assist their work. Our people
dedicated almost 200 hours of volunteering time,
complemented by a further £21,000 donation to fund a
new gardening initiative.
The River Dee Trust
Having become River Dee Trust Guardians in 2024,
we continued our partnership in 2025 with strong
engagement from our teams. Volunteers joined efforts
to remove Himalayan Balsam along the riverbanks of
the Dee, participated in World Earth Day tree planting
activities, and attended the Trust’s River Restoration
walks and talks to deepen understanding of local
environmental stewardship.
Mental Health Aberdeen
We worked closely with Mental Health Aberdeen (MHA)
during 2025 prior to the charity’s sudden closure. We
were honoured to act as title sponsor for MHA’s first
ever Women’s Golf Day, while colleagues supported the
charity through generous shop donations and by hosting
workplace talks led by MHA counsellors. We are proud to
have supported the organisation and its vital work in the
community during its final year.
Looking ahead
In 2026, we have chosen to continue our main charity
partnership with VSA, supporting the charity to provide
the best of care in our community and reflecting the
strong and trusted relationship we have built together. As
a key funding partner, we have committed to support their
Save Our Social Care Campaign, whilst also becoming
principal supporter of VSA’s Easter Anguston Farm.
As part of this commitment, Ithaca Energy will donate
£200,000 annually from 2026 to 2028.
VSA’s Easter Anguston Farm is a vital community
resource that offers education, fun and inclusion for
all ages. It serves as a training facility for adults with
additional learning and support needs, while also offering
an outdoor learning space for children and young adults
from the nearby Linn Moor School to explore nature and
Sustainability review continued
Our communities continued
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69
creativity. Our support will help strengthen the farm’s
facilities and programmes, ensuring it continues to offer
meaningful opportunities and experiences for those who
benefit from it most.
We will also continue advancing our major volunteering
initiative with VSA, the creation of a dementia village at
Crosby House. Throughout 2026, our volunteers will
refurbish one summer house at a time, transforming each
into a hospitality or retail-themed space designed to help
residents reconnect with familiar experiences and relive
happy times from their life.
Alongside our principal partnership with VSA, we are
pleased to extend our support for three valued charity
partners in 2026, AberNecessities, the River Dee
Trust and Friends of Roxburghe House. Across each
partnership, our core focus remains on building strong,
meaningful relationships; committing our time through
volunteering; supporting fundraising activities and charity
events; and providing direct financial assistance where it
can make the greatest impact.
In 2025, we supported 60 employee-led requests for
charitable funding. We remain committed to continuing
this programme in 2026, offering up to £1,000 per
employee requests to champion local charities and
organisations across the North East of Scotland.
Through volunteer hours, financial donations and
dedicated support, we will continue to invest our time,
energy and commitment into a wide range of ongoing
community projects and initiatives in support of our
charity partners.
At Ithaca Energy, we genuinely care about making a
positive impact for our people and our communities.
We are honoured to stand alongside our charity partners
and support the vital work they deliver across the North
East of Scotland.
IN FOCUS – BEING CONSIDERED
OEUK ‘Neighbour
of the Year’ winners
Ithaca Energy is deeply committed to its local community,
working in partnership with charities to create lasting
impact. From building sensory gardens and supporting
dementia care, to championing mental health and providing
beds for children in need, Ithaca Energy’s employees also
volunteer thousands of hours each year to support causes
that matter.
In 2025, we were proud to receive the OEUK ‘Neighbour of the Year’
award in recognition of the work we do in our local communities, and
the dedication of our employees who give their time, skills and energy
so generously.
Our CEO Luciano Vasques said: “Community engagement is at the heart
of everything we do. We are proud to support Aberdeen and the wider
North East region, and we believe being a good neighbour is essential to
our sustainability and our licence to operate. Giving back is simply part of
who we are.
Winning this award is a celebration of our people, who collectively give up
thousands of hours to volunteer. It is also for our charity partners – and
that is the key word. Partners. Working together to make a difference.”
Employee led requests in 2025
60
Ongoing annual commitment to our main
charity partnership from 2026 to 2028
£200k annually
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Sustainability review continued
Our communities continued
Financial review
2025 has been
a pivotal year.
The successful integration of the
Eni UK assets and our additional
M&A activity have produced strong
results and a robust future outlook.
The value growth journey continues.”
Iain C S Lewis,
Chief Financial Officer
ADJUSTED EBITDAX
$2.0bn
(2024: $1.4bn)
PRO FORMA LEVERAGE RATIO
0.56x
(2024: 0.45x)
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IN FOCUS – SCALE
Business combinations
Successful delivery of inorganic growth in the
UKCS in high-quality, long-life assets.
The acquisition of 100% of JAPEX UK completed on
7 July 2025 for a headline consideration of $156.4
million, thereby increasing the Group's interest in the
Seagull asset from 35.0% to 50.0% and the acquisition
of 46.25% of Spirit Energy's interest in the Cygnus
field completed on 1 October 2025 for a headline
consideration of $163.6 million, thereby increasing
the Group's working interest in the Cygnus field from
38.75% to 85.0%.
From the date of acquisition, JAPEX UK contributed
$44.5 million of revenue and $27.7 million of profit
before tax and the additional Cygnus interest contributed
$57.4 million of revenue and $26.5 million of profit
before tax. Had these acquisitions completed 1 January
2025, the JAPEX UK acquisition would have contributed
$86.7 million of revenue and $45.6 million of profit
before tax and the Cygnus acquisition would have
contributed $282.7 million of revenue and $173.4 million
of profit before tax for the 2025 financial year.
Headline consideration
$0.3bn
IN FOCUS – STRENGTH
Issuance of
Eurobond and
upsizing of
RBL facility
The Group’s strong credit credentials were
highlighted by the issuance of €450 million of
5.5% senior notes, due 2031, with significant
investor demand providing further financial
firepower, optimising the Group’s financial
structure and extending the debt maturity profile.
The proceeds were swapped to US Dollars at an
effective interest rate of approximately 6.7%.
Fees of $11 million were incurred which are being
expensed over the term of the facility.
Our liquidity position was further supported
by a $300 million upsizing of the Group’s
Reserves Based Lending (RBL) facility, via the
accordion, with the participation of all new
lending institutions.
Available liquidity
$1.5bn
Summary of financial results
Financial key performance indicators (KPIs)
2025 2024
Adjusted EBITDAX
1
($m) 2,030.8 1,405.0
(Loss)/profit for the year ($m) (84.1) 153.1
Adjusted net income
1
($m) 289.2 323.6
Basic EPS (cents) (5.1) 13.2
Net cash flow from operating activities ($m) 1,745.3 853.3
Available liquidity
1
($m) 1,470.1 1,015.1
Unit operating expenditure
1
($/boe) 18.9 22.4
Adjusted net debt
1
($m) 1,258.2 884.9
Pro forma leverage ratio
1,2
0.56x 0.45x
Other KPIs
2025 2024
Average production (kboe/d) 119 80
Tier 1 and 2 process safety events 0 0
Serious injury and fatality frequency 0 0
1 Non-GAAP measure.
2 The pro forma leverage ratio includes the results from the JAPEX UK and Cygnus acquisitions for 1 January 2025 to 31 December 2025
(2024: results of Eni UK businesses from 1 January 2024 to 31 December 2024).
Details of non-GAAP measures are set out on pages 220 to 221.
The loss for the year was $84.1 million (2024: profit of $153.1 million) and adjusted net income was $289.2 million
(2024: $323.6 million). A reconciliation between (loss)/profit for the year and adjusted net income is set out on
page 73.
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Financial review continued
Financial review continued
Adjusted EBITDAX analysis
2025 2024
Production kboe/d mmboe kboe/d mmboe
Oil 61 22 41 15
Gas 52 19 25 9
Condensate 6 2 3 1
Total production 119 43 69 25
Revenues
1
$/boe $m $/boe $m
Oil revenue 70 1,534 81 1,176
Gas revenue 63 1,117 64 599
Condensate revenue 44 81 48 47
Oil and gas hedging gains/other income 4 184 5 135
Total 67 2,916 77 1,957
Movement in oil and gas inventory – 12 3 84
Tanker costs – (20) (1) (18)
Stella royalties – (2) – (2)
Total value from production 67 2,906 79 2,021
Costs
Operating costs excluding restructuring costs, tanker costs
and net of tariff income (19) (817) (22) (570)
Administrative expenses excluding restructuring costs and
business combination costs (1) (43) (2) (41)
Foreign exchange losses/materials inventory provisions – (15) – (5)
Other operating costs in arriving at adjusted EBITDAX (20) (875) (24) (616)
Adjusted EBITDAX
2
47 2,031 55 1,405
1 Revenues in the above table exclude principally tariff income and premium payments on oil and gas derivative contracts.
2 Non-GAAP measure.
Financial performance: revenue, costs and charges and adjusted EBITDAX
Adjusted EBITDAX is a key measure of operational performance delivery in the business and amounted to $2,030.8
million (2024: $1,405.0 million), mainly reflecting the higher production principally due to the Eni UK Business
Combination, JAPEX UK and Cygnus acquisitions, and improved operational performance partly offset by lower
realised commodity prices net of hedging.
Average realised oil prices for 2025 were $70/boe before hedging results and $72/boe after hedging results (2024:
$81/boe before hedging results and $82/boe after hedging results). Average realised gas prices for 2025 were $63/boe
before hedging results and $66/boe after hedging results (2024: $64/boe before hedging results and $78/boe after
hedging results).
Movement on oil and gas inventory was a credit of $11.7 million (2024: $84.2 million) representing movements in
underlift/overlift entitlements.
During the year, operating costs (excluding over/underlift) including tariff expenses but excluding restructuring costs,
tanker costs and net of tariff income were $817.3 million (2024: $569.6 million) and unit operating expenditure was
$18.9/boe (2024: $22.4/boe). The reduction in unit operating expenditure per boe compared to 2024 reflects both
the Group’s continued focus on cost control and the high netback capability of the enlarged portfolio.
Administrative expenses, excluding business combination costs of $0.3 million (2024: $16.3 million) and restructuring
costs of $3.5 million (2024: $nil), were $43.5 million (2024: $41.0 million) with the increase principally due to the
ongoing administrative costs of the former Eni UK businesses.
Adjusted EBITDAX to profit before tax
2025
$m
2024
$m
Adjusted EBITDAX 2,030.8 1,405.0
Depletion, depreciation and amortisation (DDA) (840.6) (600.2)
Impairment charges on oil and gas assets (77.5) (263.0)
Exploration and evaluation expenses (2.1) (24.6)
Net finance costs (254.8) (189.4)
Oil and gas put premiums (0.3) (4.9)
Fair value remeasurement of contingent consideration (22.8) 27.3
Restructuring costs (8.0) –
Revaluation of derivative contracts 15.9 0.4
Business combination costs (0.3) (16.3)
Profit before tax 840.3 334.3
DDA charges were $840.6 million (2024: $600.2 million). The year-on-year increase was principally due to the higher
production partly offset by most of the Group’s new assets acquired in the last two years having a significantly lower
DDA charge per boe than legacy Ithaca Energy assets. DDA per barrel was $19.4 (2024: $23.6).
Impairment charges on oil and gas assets of $77.5 million (2024: $263.0 million) principally reflects a charge of
$8.2 million for Alder which ceased production during the year (2024: a charge of $116.4 million for the Greater
Stella Area and a charge of $32.4 million in respect of Pierce), and a charge of $69.3 million (2024: $114.2 million)
principally relating to decommissioning cost estimate changes on assets that have either been fully written off or
have ceased production.
Exploration and evaluation expenses amounted to $2.1 million (2024: $24.6 million) and principally relate to licence
relinquishments during the year.
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Corporate governance Financial statementsStrategic reportCompany overview
Net finance costs were $254.8 million (2024: $189.4 million) with the increase due to higher drawings on the RBL, a
full year of the increased borrowing under the senior notes 2029, the incremental senior notes due 2031 and higher
accretion charges on decommissioning liabilities as a result of the Eni UK Business Combination. These items were
partly offset by certain one-off charges in 2024. In the year to 31 December 2024, net finance costs included an early
repayment charge of $14.1 million on the senior notes due 2026 and the write-off of unamortised fees of $5.3 million
on the refinancing of the RBL and $2.6 million on the refinancing of the senior notes due 2026.
Change in fair value of contingent consideration was a charge of $22.8 million (2024: credit of $27.3 million), mainly
due to an updated view from management of the likelihood of certain milestones being achieved.
Restructuring costs of $8.0 million (2024: $nil) were incurred on reorganising and streamlining the organisational
structure following the Eni UK Business Combination and comprise operational costs of $4.5 million and administrative
expenses of $3.5 million.
Revaluation of derivative financial instruments was a credit of $15.9 million (2024: $0.4 million), principally reflecting
gains on revaluation of foreign exchange forward contracts and foreign exchange collar contracts.
Transaction costs of $0.3 million (2024: $16.3 million) reflect principally professional fees and other cost directly
related to acquisitions made in 2025.
Financial performance: (loss)/profit for the year and adjusted net income
2025
$m
2024
$m
Profit before tax 840.3 334.3
Tax (924.4) (181.2)
(Loss)/profit for the year (84.1) 153.1
Impairment charges on oil and gas assets 77.5 263.0
Tax credit on impairment charges on oil and gas assets (33.6) (160.3)
Restructuring costs 8.0 –
Business combination costs 0.3 16.3
One-off finance charges related to refinancing – 22.0
Tax credit on restructuring costs, business combination costs and one-off finance
charges (6.5) (28.6)
Deferred tax impact of EPL changes substantively enacted during the year 327.6 58.1
Adjusted net income
1
289.2 323.6
1 Non-GAAP measure.
The reduction in adjusted net income year-on-year was principally due to higher taxable profits attracting tax at 78% as
well as higher underlying finance costs and a charge for fair value remeasurements of contingent consideration in 2025
compared to a credit in 2024.
Taxation
The tax charge for the year was $924.4 million (2024: $181.1 million) with the increase mainly due to a deferred tax
charge of $327.6 million for the extension of EPL to 31 March 2030, higher taxable profits attracting tax at 78%
and a higher level of non-deductible expenditure such as contingent consideration compared to 2024. The year
to 31 December 2024 included a charge of $58.1 million on the enactment of the increase in the EPL rate from
35% to 38%.
Earnings per share (EPS)
Statutory EPS was (5.1) cents (2024: 13.2 cents) and adjusted EPS was 17.5 cents (2024: 27.8 cents). Adjusted EPS
is a non-GAAP measure which eliminates items which distort year-on-year comparisons such as impairment charges
on oil and gas assets, restructuring costs, business combination costs, one-off finance charges related to refinancing,
the tax effect of such items and deferred tax charges due to the substantive enactment of changes to EPL during
the year.
Shares in issue
At 31 December 2025, there were 1,653.7 million (2024: 1,653.7 million) shares in issue. The weighted average number
of shares during the year for EPS calculations, excluding shares held by the Employee Benefit Trust, was 1,648.8 million
(2024: 1,164.3 million).
Dividends
Dividends paid during the year amounted to $497.7 million (2024: $432.7 million), reflecting the third interim dividend
for 2024 of $199.3 million and the first and second interim dividends for 2025 of $298.4 million. A further interim
dividend for 2025 of $200.0 million will be paid in April 2026.
Goodwill headroom
At 31 December 2025, Goodwill amounted to $1,339 million (2024: $1,129 million). Due to declines in future
commodity prices, goodwill headroom reduced to $125 million (2024: $419 million). Commodity prices would have
to be 2% lower than those assumed in the base case impairment testing for there to be no goodwill headroom left.
Further details are set out in notes 18 and 19.
Financial position: assets, liabilities and shareholders’ equity
2025
$m
2024
$m
Total assets 8,447.0 8,275.0
Total liabilities (5,875.2) (5,234.6)
Net assets and shareholders’ equity 2,571.8 3,040.4
73ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Financial review continued
Financial review continued
Assets
At 31 December 2025, total assets amounted to $8,447.0 million (2024: $8,275.0 million) and comprised current
assets of $1,152.5 million (2024: $976.2 million) and non-currents assets of $7,292.7 million (2024: $7,300.6 million).
The increase in total assets of $172.0 million was primarily due to:
• Derivative financial instruments being $328.3 million higher mainly reflecting gas trades which have moved from a
liability position due to lower than previously forecast future prices;
• Property, plant and equipment increasing by $557.1 million as asset additions, acquired assets and revisions to
decommissioning cost estimates exceeded the depreciation charge for the year;
• Goodwill was higher by $209.3, million reflecting the JAPEX UK and Cygnus acquisitions as well as revisions to the
Eni UK fair values; partly offset by:
• Deferred tax was $862.2 million lower principally due to the tax charge for the two-year extension of EPL, tax on
cash flow hedges which go through the statement of comprehensive income and the utilisation of historic tax losses;
and
• Trade and other receivables were $62.0 million lower mainly due to reduced accrued income on lower liftings year-
on-year.
Liabilities
At 31 December 2025, total liabilities amounted to $5,875.2 million (2024: $5,234.6 million). The increase in total
liabilities during the year of $640.6 million was mainly due to:
• Decommissioning provisions increased by $426.8 million primarily due to $266.5 million of revisions to cost
estimates principally at Elgin Franklin, Captain, Heather, Strathspey, J-block and Cynus. In addition $125.4 million of
liabilities were acquired through JAPEX UK and Cygnus;
• Borrowings were $396.9 million higher due to the issuance of the senior unsecured notes, due 2031, party offer by
lower drawings under the RBL;
• Lease liabilities increased by $72.1 million due to the addition of a drilling rig for Cygnus, a decommissioning vessel for
Alba and a two-year extension to the Skandi Gamma contract;
• Current tax payable was $69.8 million higher principally due to higher current EPL charges on higher taxable profits;
partly offset by:
• Contingent and deferred consideration was $202.2 million lower mainly due to Eni UK and Marubeni deferred
consideration payements of $164.0 million and $70.0 million, respectively; and
• Derivative financial instruments liabilities reduced by $141.6 million reflecting the gas trades which, as noted above,
have moved to asset positions at 31 December 2025.
Equity and reserves
At 31 December 2025, total equity and reserves amounted to $2,571.8 million (2024: $3,040.4 million). The
reduction in equity and reserves during the year of $468.6 million was primarily due to:
• Dividends paid of $497.7 million;
• The loss for the year of $84.1 million; partly offset by:
• Favourable post-tax hedging reserve movements of $95.1 million.
Financial position: cash
2025
$m
2024
$m
Opening cash 165.1 153.2
Operating cash flows 1,745.3 853.3
Investing cash flows (1,451.6) (390.9)
Financing cash flows (292.2) (449.5)
Foreign exchange 3.5 (1.0)
Net cash flow 5.0 11.9
Closing cash 170.1 165.1
Undrawn borrowing facilities 1,300.0 850.0
Available liquidity 1,470.1 1,015.1
Operating cash flows
Net cash from operating activities amounted to $1,745.3 million (2024: $853.3 million), including favourable working
capital movements of $64.0 million (2024: adverse movements of $124.2 million) and tax payments of $262.9
million (2024: $351.3 million). The increase in net cash flow from operating activities was largely driven by the higher
production in the year.
Investing cash flows
Cash flow used in investing activities amounted to $1,451.6 million (2024: $390.9 million), an increase of $1,060.7
million principally due to:
• Capital expenditure was $420.2 million higher than 2024 reflecting drilling and workover activities at Captain,
FPSO modifications and subsurface scopes on Rosebank and well work on Cygnus, Seagull and Judy/Joanne;
• Acquisition payments, net of cash acquired, were $400.9 million higher due to the JAPEX UK and Cygnus
acquisitions in 2025; and
• Deferred consideration payments were $234.0 million higher due to the payments to Eni S.p.A and Marubeni.
Financing cash flows
Cash outflow from financing activities of $292.2 million (2024: $449.5 million), a decrease of $157.3 million mainly
due to:
• Proceeds of the senior notes, due 2031, of $523.9 million were received in 2025;
• A loan from bp of $100.0 million was repaid in the year to 31 December 2024; partly offset by:
• Net movements on the RBL facility, including fees paid on the 2024 refinancing, were $268.4 million adverse year-
on-year, reflecting repayments in 2025 compared to drawdowns in 2024;
• There was a net receipt of $86.8 million in the year to 31 December 2024 on the refinancing of the senior notes due
2026 with the senior notes due 2029;
• Dividend payments were $65.0 million higher year-on-year under our dividend policy; and
• Leases, interest and charges paid were $45.8 million higher year-on-year because of new leases entered into and
higher levels of debt following the refinancing in 2024 and the issuance of the senior notes due 2031.
74ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Cash balances were $170.1 million (2024: $165.1 million) at 31 December 2025 and available liquidity was $1,470.1
million (2024: $1,015.1 million).
Derivative financial instruments
Derivative financial instruments are utilised to manage commodity price risk in a substantive financial hedging
programme for future oil and gas production volumes. As at 31 December 2025, the following hedges were in place:
2026 2027
Oil
Volume hedged (mmboe) 16.7 3.1
Weighted average floor hedged price ($/bbl) 63 66
Gas
Volume hedged (mmboe) 12.0 2.0
Weighted average floor hedged price (p/therm) 86 82
Going concern
Management closely monitor the funding position of the Group, including monitoring compliance with covenants and
available facilities to ensure sufficient headroom is maintained to fund operations. Management have considered a
number of risks applicable to the Group that may have an impact on the Group’s ability to continue as a going concern.
Short-term and long-term cash forecasts are prepared on a weekly and quarterly basis, respectively, along with any
related sensitivity analysis. This allows proactive management of any business risk including liquidity risk.
The Directors consider the preparation of the financial statements on a going concern basis to be appropriate. This is
due to the following key factors:
• A well-hedged portfolio over the next 12 months;
• Reserves Based Lending (RBL) facility is undrawn providing liquidity headroom of $1,300 million, plus $214 million
of cash at the end of February 2026; and
• Robust operational performance and a well-diversified portfolio.
Cash flow forecast – base case assumptions
2026 H1 2027
Average oil price $/bbl 68 66
Average gas price p/therm 83 72
Average hedged oil price (including floor price for zero cost collars) $/bbl 63 66
Average hedged gas price (including floor price for zero cost collars) p/therm 84 76
The oil and gas price assumptions used in the going concern and viability assessments represent management’s current
best estimates at the date of approval of the Annual Report and Accounts, as supported by data from third-party
analysis, of future commodity prices whereas the commodity prices used in impairment testing (see note 19) are based
on market conditions at 31 December 2025.
Owing to the ongoing fluctuations in commodity demand and price volatility, management prepared sensitivity analyses
to the forecasts and applied a number of plausible downside scenarios including: decreases in production of 10%,
reduced sales prices of 20% and increases in operating and capital expenditures of 10%. Management aggregated
these scenarios to create a reasonable combined worst-case scenario. The sensitivity analysis showed that, without
any consideration of the mitigation strategies within management’s control, there was no reasonably possible scenario
that would result in the business being unable to meets its liabilities as they fall due. The analysis demonstrated that the
Group would still continue to comply with financial covenants and have sufficient liquidity throughout the period to
30 June 2027 to continue trading.
In addition, reverse stress tests have been performed reflecting further reductions in commodity prices, prior to any
mitigating actions, to determine what levels they would have to reach such that either lending covenants are breached
or there is no liquidity headroom left. This stress test demonstrated that the likelihood of the fall in price required
to cause a breach of covenants or liquidity issue, is considered sufficiently remote in the context of the mitigation
strategies available to management. The mitigation strategies within the control of management include the reduction in
uncommitted capital expenditure and variable opex savings in the low production scenario.
Notwithstanding the Group having net current liabilities at 31 December 2025 of $303.9 million (2024: $456.5
million), there are sufficient undrawn facilities available to enable current liabilities to be settled as they fall due.
Based on their assessment of the Group’s financial position over the period to 30 June 2027, the Directors believe that
the Group will be able to continue in operational existence for the foreseeable future. Accordingly, they continue to
adopt the going concern basis of accounting in preparing the consolidated financial statements.
75ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Financial review continued
Risk management
Throughout FY 2025 we have continued to mature
and embed our risk management process.
Risk governance structure
To achieve the strategic objectives of the Group,
creating value over the long-term, it is important that
risk is managed in a methodical and effective manner.
To manage the risks the business faces, a robust risk
management framework is in place to identify, assess
and manage risk in a timely manner to ensure ongoing
effective mitigation of risk.
We recognise that risk cannot be fully eliminated or
mitigated, therefore, it is important to maintain one of
four essential relationships with individual risks: avoid,
accept, mitigate or share/insure. It is the role of the Board
and senior management to determine the organisation’s
risk appetite and the levels of risk that is acceptable, in the
drive to achieve the strategic objectives of the Group.
Risk management in Ithaca Energy
The Board is ultimately responsible for ensuring that
the Group maintains an effective risk management and
internal control system by appropriately incorporating
the ‘three lines of defence model’ into the governance
structure of the Group.
The ARC, under delegated authority from the Board, is
responsible for establishing and maintaining processes
and procedures to manage risk and for overseeing the
effectiveness of those risk management processes. Principal
risks and mitigations are discussed with the ARC on a
quarterly basis with revised principal risks and mitigations
being approved by the ARC as required. It is acknowledged
that principal risks can have interdependencies (such as
Energy Transition and Net Zero delivery impacting workforce
recruitment or Government, fiscal and political risk impacting
capital project execution) and, therefore, risks are considered
in combination as well as on a standalone basis.
Senior management is collectively responsible and
accountable for the risk management process across the
organisation with each principal risk assigned and owned
by a member of the ELT. An Enterprise Risk Management
Committee (ERMC) made up of the Leadership Team
and Risk Management function, meet in alternate months.
The principal risks facing the Group are determined and
reviewed by the ERMC at each meeting. Risk assessments
are revisited with consideration given to the risk velocity
(the speed at which the risk could impact the business)
with risks revised and updated as required. Mitigating
actions are monitored and tracked to closure.
Each operation, project and function is responsible for
the identification, assessment, tracking and management
of risks within their area of responsibility, with formal
risk registers maintained. Key risks are reviewed and
challenged in monthly operational and project meetings
with ELT members. Risks are escalated within the
defined governance structure so they are owned by the
appropriate level of management and can be used to
inform the principal risks of the Group.
The Internal Audit Plan for 2026 was reviewed and
approved by the ARC in November 2025. The areas
and processes that are included in the approved Internal
Audit Plan all map to a principal risk of the Group. As
risk is dynamic, the Internal Audit Plan will be reviewed
throughout the current year to ensure that it remains
focused on the key areas of the Group and to ensure the
most effective use of resources.
Emerging risks
Our risk profile will continue to evolve as a result of future
events and uncertainties. Horizon scanning is undertaken
to help anticipate future events that may impact existing
principal risks or support identification of emerging risks
that may lead to the requirement for the creation of a
new principal risk. Emerging risks can be defined as risks
where the scope, impact and likelihood are still uncertain
but could have a major effect on the strategic objectives
of the Group. These emerging risks are monitored to
understand the potential impact on our business and
the risk velocity, to allow timely decision-making. Where
appropriate emerging risks are escalated to our ARC as
part of our regular risk reporting processes.
Emerging risks, which are managed as a subset of our
principal risks are:
• UK Government’s Energy and Fiscal Policies – this
continues to be an area of uncertainty following the
change of UK Government and subsequent policy
shifts in 2025. Recent announcements on energy
transition targets, fiscal regime adjustments, and
potential new regulatory requirements could materially
impact the sector. This risk is closely monitored with
current mitigation, including engagement with the
UK Government, His Majesty’s opposition and His
Majesty’s Treasury. This risk is managed as a subset of
the Government, Regulatory, Political and Fiscal risk.
• Geopolitical instability – global geopolitical tensions
remain elevated, with ongoing conflicts and trade
disruptions continuing to affect energy markets and
supply chains. The war in Ukraine, instability in the Middle
East, and persistent security threats to international
shipping routes have contributed to inflationary pressures
and ongoing impacts on the global supply chain. This
emerging risk is managed and monitored as a subset of the
Supply Chain risk.
• Decommissioning environment – the level of
decommissioning activity in the basin will continue to
increase in the medium to long-term. The availability
of vessels, equipment and expertise in the basin, as
well as the stability of the regulatory environment,
including the fiscal regime for decommissioning
costs, could have a significant impact on the Group.
This emerging risk is managed as a subset of the
Government, Regulator, Political and Fiscal risks.
• Infrastructure availability – there is an emerging
long-term risk that existing offshore and onshore
infrastructure, such as pipelines and processing
facilities, may shut-in or become economically
or operationally unviable earlier than anticipated.
Remaining producers may face significantly higher
costs to access shared infrastructure or be required
to invest in alternative solutions, potentially leading to
stranded reserves and impaired asset value. This risk is
managed as a subset of the Project Delivery risks.
We handle climate risk in the same way as we manage
other risks, albeit that time horizons may be longer. We
have continued to develop our climate risk approach
during 2025; more detail on this can be found in our
TCFD disclosures on pages 50 to 58.
Provision 29
In line with the enhanced risk management requirements
of Provision 29, the Group has identified material controls
that address principal and emerging risks. These controls
will undergo dry run testing in early 2026 to validate their
effectiveness and allow timely remediation ahead of the
FY26 declaration.
The Board confirms that it has carried out a robust
assessment of the Group’s emerging and principal risks.
Following the successful integration of the Eni UK
upstream business, the Board agreed to the removal of
the Business Integration risk. Set out below is the Board’s
view of the principal risks currently facing the Group,
along with examples of how they might impact us and an
explanation of how the risks are managed or mitigated.
76ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Risk title Risk description Key risk mitigations Activities and impacts in 2025
Major HSE
Incident
Risk climate:
Stable
Operations and well activities may face a major
accident or process safety event, resulting in
personal injuries, loss of containment, resultant
physical asset damage and/or environmental
impact. A major accident event could impact
production and financial performance of the
Group. The Group could also be subject to
regulatory actions, including fines and external
reputation could be affected.
Board oversight: The Board sets the expectations
for compliance with health and safety policies
and training across the Group and regularly
seeks assurance of compliance with health and
safety processes by reviewing health and safety
management information.
• Health and Safety is owned and driven by the leadership team
who have a strong safety culture, prioritising process safety
culture and ‘Stop Work Accountability’.
• Robust and comprehensive HSE policies and Company Major
Accident Prevention Policy in place, providing a framework
for all Group activities.
• Regulator-accepted safety cases for all offshore facilities,
summarising management of potential Major Accident
Hazards (MAH).
• Active engagement with key contractors at all levels in the
organisation to ensure alignment on safety expectations.
• Line of Defence auditing framework in place, including
independent assurance of safety and environmental critical
elements and independent reviews of well programmes,
driving focus on prevention of MAHs, with regular progress
reporting to the Board HSE Committee.
During 2025 key focus areas included but were not limited to:
• Progression of the Process Safety Leadership Plan across all assets, building upon industry-
wide focus areas identified by the Health and Safety Executive.
• In-depth regulatory inspection of Process Safety Leadership
• External audit and assurance of Process Safety competence and leadership, building into
the Process Safety Leadership Plan Development of Human Performance training and
Human Factor Fundamentals programmes, which will be fully launched in 2026.
• Launching of new enhanced Business Management System across the organisation,
with forward plan to simplify and standardise documents, with greater linkage to role
for enhancing knowledge and awareness of content. A BMS Standard sets out core
expectations against various Elements, endorsed by the ELT
• Introduction of new action tracking system (Synergi) and incident investigation processes
(COMET) across the organisation, supported by training for key personnel, which will
greatly assist with event trending to enable further focus of improvement activities
• Greater involvement with contractor companies, including expectations regarding HSE-
specific improvement plans aligned with Ithaca Energy’s objectives, and further enhanced
collaboration tasks planned for 2026
• Enhanced audit and assurance process designed, for implementation in 2026. This will cover
internal activities, contractor companies and implement major accident scenarios activities.
• Introduced a standalone ‘safety value’, reinforcing commitment to a strong safety culture.
Cyber
security
breach
Risk climate:
Increasing
Cyber security is an ongoing risk to the Group
due to the constantly evolving and intensifying
threat landscape which has heightened due to
the increased Group profile and media attention
around the oil and gas industry.
Malicious attacks may lead to system
unavailability, lack of access to systems and
loss of data. Leading to production downtime,
financial costs, fines and reputational damage
which would have a significant impact on the
Group and adversely affect the Group’s ability to
achieve its strategic objectives.
Board oversight: The Board receives annual
updates on the status of cyber security across
the Group and emerging risks and reviews the
adequacy of the Group’s cyber resilience.
• Integrated Cyber Risk Governance: Oversight by a dedicated
Cyber and Information Risk Management team, supported
by external expertise where needed, to ensure alignment with
evolving threats and organisational priorities.
• Workforce Engagement and Security Culture: Ongoing
education, awareness, and targeted training programs to
ensure all personnel understand cyber risks and adopt
secure behaviours.
• Proactive Threat Detection and Response: Continuous
monitoring of systems and networks, leveraging advanced
tools and Security Operations Centre capabilities to detect
and respond to incidents in real time.
• Independent Assurance and Testing: Regular independent
testing, audits, and penetration tests to validate the
effectiveness of controls and identify areas for improvement.
• Business Continuity and Recovery Preparedness: Regular
review and testing of IT incident and disaster recovery plans,
ensuring the organisation can maintain critical operations
under adverse conditions.
In 2025, the external cyber threat landscape continued to evolve, driven by increasingly
sophisticated attacks, emerging technologies, and ongoing geopolitical tensions. High-profile
cyber incidents in the UK illustrate the critical need for a strong, proactive, and resilient
approach to cyber security, including the ability to recover quickly and maintain operations
under adverse conditions.
Following last year’s Business Combination with Eni UK, efforts have focused on streamlining
and consolidating systems and processes. This simplifies IT environments, reduces potential
vulnerabilities, and improves oversight and control.
Supply chain resilience has also emerged as a key priority, recognising that third-party
systems and partners can introduce risk. Strengthening oversight, assessing exposures, and
implementing robust controls across the supply chain will remain a focus in the year ahead.
As threats continue to evolve, from opportunistic individuals to state-sponsored actors, we
remain committed to protecting our systems, data, and operations by enhancing technologies,
policies, processes, and training, while ensuring the organisation can respond effectively to any
attack and maintain a proactive culture of security in an increasingly complex environment.
77ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Risk management continued
Risk management continued
Risk title Risk description Key risk mitigations Activities and impacts in 2025
Access to
capital
Risk climate:
Decreasing
The Group does not have access to sufficient
capital to fund the capital investment required
to deliver the core strategy of the Group. ESG
and fiscal regime instability is undermining
lending with a number of banks withdrawing
from RBL to oil and gas companies. Increasing
decommissioning security postings exacerbates
capital access risk.
Board oversight: The Board monitors the capital
arrangements and structure of the Group on
a quarterly basis as part of the financial
reporting cycle.
• Board approved capital allocation framework, including
adjusted net debt/ adjusted EBITDAX cap of 1.25x (revised in
2025), which is calculated quarterly.
• Diversified capital structure, including RBL facility and
Corporate Bonds.
• Actively managed relationships with banks in the RBL facility
and bond holders via quarterly calls.
• Robust hedging programme to manage the impact of
commodity price exposure on leverage ratios.
• Governance structure to provide regular oversight and
scrutiny of the Group’s financial position.
In 2025, the Group, undertook corporate refinancing activities to enhance liquidity including:
• Mid-year redetermination of the RBL facility of $1.676 billion which is the largest borrowing
base in the companies history;
• In Q3, the Seagull and Cygnus deals, together with general corporate purposes, were the
basis for the issuance of 2031 €450 million Senior Note and a $300 million extension of
the RBL facility. The activity demonstrated the appetite of banking partners and the bond
market to support the company in its strategic objectives.
Capital
project
execution
Risk climate:
Decreasing
The Group is currently engaged in a significant
level of capital project activity, some of which
require substantial levels of funding and
technical expertise.
Consequently, the Group faces significant
risks associated with capital project execution
and development.
If a major capital project materially exceeds cost
and schedule estimate it could erode project
economics and create liquidity challenges for
the Group.
Board oversight: The Board sanctions all new
large capital projects and receives regular
reporting on capital project progression
throughout the year.
• Ithaca Energy stage gate process provides a roadmap for
moving an opportunity from initial concept through to a
delivered project.
• Robust investment appraisal process to enable consistent
evaluation of opportunities.
• Contract placement follows a formal tender Board process
ensuring control and value realisation.
• Project reporting is prepared monthly and presented to all
project stakeholders, internal and external.
• Independent technical and business assurance to provide
confidence to decision-makers.
• Project governance is in place to ensure the project meets
the needs of the organisation and that anticipated benefits
are realised.
OPRED has issued guidance on how Scope 3 emissions and the Group will ensure that these
are fully incorporated into future environmental assessments.
Ithaca Energy has received a licence extension for the Cambo field and the project is
progressing towards FID in 2026/2027, with a field development plan submitted in Q1 2026.
Regulatory approvals are progressing with field development plans and environmental impact
assessments submitted for Fotla and Tornado.
The Judicial Review decision with respect to the Rosebank consent was issued in January 2025,
the effect of which was reduction of the consent (but with the reduction delayed until the date
on which the regulator makes a new decision on the consent). Meantime, the Rosebank project
is continuing to progress in line with multi-year development timeline towards first production
in 2026/2027.
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Risk title Risk description Key risk mitigations Activities and impacts in 2025
Commodity
price
volatility
Risk climate:
Stable
Future commodity prices are difficult to
predict but are expected to remain subject to
increased levels of volatility and speed of change.
The fluctuations in supply and demand, and
consequent impact on commodity prices, may
result in the Group being unable to deliver the
anticipated financial returns to shareholders
and be unable to support all ongoing operations
and capital projects. This could restrict growth
opportunities for the Group and limit its ability to
meet its strategic objectives.
Board oversight: The Board approves all changes
to the Group’s Hedging Policy and receives
monthly reporting on the Group’s hedging status.
• Effective oil and gas price hedging framework in place
using swaps, puts and zero-cost collars to protect from
price downside risk whilst providing substantial price
upside exposure.
• Capital allocation framework designed to protect liquidity.
• Balance of short and long-cycle capital investments.
• Carbon credits auction participation undertaken in a
disciplined manner in order to reduce exposure to
price volatility.
During 2025, the Group has continued to execute its tiered Hedging Policy with proactive
hedging at commodity price peaks with material hedge positions continuing to be held 12 to 18
months ahead.
GBP hedging has continued to be deployed in tandem with the commodity price Hedging
Policy to manage the net exposure between GBP revenues and GBP costs in the business.
Production
delivery
issues
Risk climate:
Stable
Due to a range of factors, such as early cessation
of production of third-party host infrastructure,
alignment with JV partners, well performance,
ageing assets and unexpected shutdowns/
expenditure, Ithaca Energy may be unable to
deliver forecast production volumes which
could then undermine the future growth and
investment strategy.
Board oversight: The Board reviews performance
of all assets and key production metrics
throughout the year.
• Continual monitoring of production efficiency with losses
identified and action taken to rectify.
• Key metrics (leading and lagging) agreed with Board and
leadership team that are regularly reviewed at all levels.
• Diversified portfolio containing operated and non-operated
assets across the lifecycle.
• Continuous engagement with JV partners and regulatory
bodies directly involved with North Sea oil and gas production.
Production reached a new peak of 150 kboe/d during Q4 2025, with an exit rate of 148 kboe/d.
There has been a material improvement in production efficiency across the Group’s asset
base, with production efficiency for 2025 above the 2024 average of 80% and 2024 industry
average of 75%, and reflected in strong operational performance.
12 out of 15 TARs were delivered on plan or better. Captain turnaround execution extended due
to increased scope, with further investments made safeguarding longer-term environmental and
operational performance. Return to full production achieved in the first week of November.
79ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Risk management continued
Risk title Risk description Key risk mitigations Activities and impacts in 2025
Energy
Transition
& Net Zero
delivery
Risk climate:
Stable
The Group is aligned with the Government and
industry regulator NSTA’s Net Zero Framework
and recognises that our Group needs to evolve
to support the transition as we continue to focus
on reducing emissions whilst supporting the UK’s
long-term energy needs.
Transitional risks on the route to Net Zero have
been identified, including changes to supply,
demand and pricing for our products as well as
potential for changes to the regulatory landscape
which may impact how we operate our Group
and the associated costs of doing so. Changes
to investor requirements could also impact our
access to funding and societal expectations could
impact our licence to operate. Longer-term
physical risks related to changing meteorological
conditions because of climate change are also
considered. Refer to section strategy (b) on
pages 51 to 53 of TCFD for more detail.
Board oversight: The Board sets the GHG/
emissions targets for the Group and maintains
oversight of the progress of the GHG/emissions
reduction strategy.
• GHG/Emissions reduction strategy and policies in place
including 2040 Net Zero goal, endorsed by the Board.
• Progress versus targets regularly reviewed by CEO and
leadership team monthly, and by Health, Safety, Environment
and Security Committee quarterly.
• Emission reduction activities linked to
performance compensation.
• Emissions metrics incorporated into investment decisions.
• Emission forecasts built into annual Group planning
processes, including review of risk and opportunities regarding
climate change as part of the TCFD framework.
• Processes established ensuring compliance with regulatory
emissions reporting requirements, including independent
verification by UKAS appointed verifier as part of UK
ETS Order.
During 2025 key focus areas included, but were not limited to:
• Ithaca Energy responded to the consultation with OPRED regarding assessment of Scope 3
emissions following the Finch ruling and participated in the compilation of an industry-wide
response developed by OEUK. We continued to work closely with OEUK through 2025 to
understand developments and help shape industry guidance which will be incorporated into
our future Environmental Statement submissions.
• The Group progressed its participation in the Oil and Gas Methane Partnership (OGMP)
and World Bank Zero Routine Flaring commitment. Our assets achieved OGMP Gold
Standard, reflecting detailed monitoring and inspection activities, including innovative use
of remote drone measurements. We also played a leading role in an industry Joint Industry
Programme (JIP), reflecting a leading approach in UKCS activities.
• Progress of emissions reduction scopes, with more details provided in ESG section (see
pages 44 to 69).
• Continued focus regarding flaring and venting, with more details provided in ESG section
(see pages 44 to 59). We have dedicated focus to how we will monitor, review and report
Scope 3 emissions, and have included some elements of Scope 3 reporting, as well as
methane intensity in our ESG report.
• Continued ISO 14001 and ISO 50001 certification, with plans to expand the latter
during 2026.
Risk management continued
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Risk title Risk description Key risk mitigations Activities and impacts in 2025
Workforce
recruitment
& retention
Risk climate:
Stable
Ithaca Energy faces a continuous challenge
competing with local markets and competitors
for specific skills and disciplines, especially with
the general shift in the workforce dynamic in the
UK and our industry, including an ageing and
experienced workforce offshore. This could
impact the business’s capabilities and capacity
in delivering the business plan, affecting the
achievement of our strategic objectives and a
reduction in shareholder value.
Board oversight: The Board reviews workforce
planning status and initiatives, including
succession planning, at least annually to ensure
key skills and knowledge are retained and
developed across the Group.
• Succession planning and workforce planning is undertaken
on a regular basis to evaluate our current and future needs, in
line with the Group strategy (to help identify critical gaps and
ensure continuity in key and leadership positions, retaining
and developing the knowledge, quality and skills needed).
• Compensation and benefits are benchmarked against the
market and our peers, to ensure we remain fair, equitable
and attractive to new and existing employees.
• DE&I Committee in place with the aim to improve
awareness across the organisation and create a more
inclusive environment.
• Employee consultation forum providing direct access for
onshore and offshore employees to senior management.
Employee survey completed in December 2025 showing a 12% improvement in engagement
from the 2023 survey. Following the survey, we will be identifying key focus areas to be
actioned at a team level with each team holding an engagement session and committing
to action.
The late-life asset steering group developed an offshore workforce plan, covering all facilities.
This included a focus on matching career aspirations to business needs.
We have continued with our commitment to early career programmes with a number of
apprentices, interns and graduates joining us in 2025, along with improving our development
programme for our early career employees.
Following the Business Combination with Eni UK in 2024 there was a focus on integrating our
business practices and establishing a one-team approach. This work was completed in 2025.
Supply chain
capacity
& capability
Risk climate:
Decreasing
Group success and achievement of strategic
objectives is dependent on supplier performance.
We recognise that our suppliers are subject
to similar risks to our own that impact on their
capacity and capability, e.g. workforce retention
and recruitment and cost escalation, volatile
commodity prices and regulatory compliance.
Supply chain risks could result in delays and/
or increased cost to capital projects, increased
unplanned production downtime, increased
safety or environmental incidents, regulatory
breaches which may impact achievement of
strategic objectives and shareholder value.
Board oversight: The Board maintains oversight
of the supply chain and associated key risks with a
formal review at least annually.
• Formal tendering framework in place to ensure that both
technical and financial hurdles are established and met by
potential suppliers prior to appointment.
• Diversification of suppliers and back-up providers contracted
for key scopes.
• Robust supplier due diligence and qualification process.
• Enhanced liaison, communication and management of key
suppliers throughout capital projects lifecycle.
Market conditions continue to deteriorate with suppliers leaving the market, decreasing
availability of those suppliers who remain with some multi-national suppliers resources being
directed overseas and price increases (although not to the levels that were seen in prior years).
Improved internal planning, engagement and communication with contractors to ensure they
have visibility of our requirements and can plan accordingly.
Supply chain forums held during the year with a focus on safety performance and expectations.
Engagement with key offshore labour suppliers on approach for late life assets
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Risk management continued
Risk title Risk description Key risk mitigations Activities and impacts in 2025
Government
regulator,
political &
fiscal
Risk climate:
Increasing
The Group could be adversely impacted by
changes to the fiscal, regulatory and political
regime that may undermine its ability to meet
its production commitments and deliver its
strategy. Furthermore, the Group is entirely
exposed to the UK jurisdiction and within the UK
there is currently a significant level of political
uncertainty that impinges on the UK oil and
gas sector. The EPL was introduced by the UK
Government in 2022, increasing the tax burden
on the Group. Changes to the EPL have already
been introduced since it was first announced,
including the increase in rate and duration,
reduction and removal of investment allowances,
and the introduction of the Energy Security
Investment Mechanism.
The consequence of fiscal, regulatory or political
change could significantly impinge on the future
profitability of the Group and on the economic
feasibility, scale and phasing of the future
investment plans.
The Group is also subject to increasing threat
of legal challenge, e.g. environmental challenge.
This may result in protracted legal cases/judicial
reviews that may delay the planned completion of
future capital project developments.
Board oversight: The Board oversees the key
regulatory and governance requirements of
the Group through at least annual review of
the evolving risk areas, updates from relevant
specialists and the detailed work of Board sub-
committees on specific operational, HSE and
fiscal matters.
• The Group engages in regular and constructive consultations
with regulatory bodies, UK Government departments and
industry associations, to ensure the value of the industry to
energy security is understood.
• Active member of the industry trade associate contributing
to the strategic direction and supporting alignment across
the industry.
• The Group has considerable experience and robust
procedures to manage legal cases and judicial reviews.
Ithaca Energy has been actively engaging with the UK Government and opposition parties
during the year as part of the Government’s Fiscal Forum and formal consultation process with
the industry to determine a future successor regime to the EPL following its sunset in 2030.
The Oil and Gas Price Mechanism (OGPM), was consulted on over several months with direct
engagement with HMT and HMRC and concluding in the Chancellor’s Autumn Statement. The
Group has highlighted the consequential impact of reduced investment, from the EPL staying
in place until 2030, to the UK’s energy security and decarbonisation targets, and has advocated
for an earlier introduction of the OGPM.
Following the UK Government’s regulatory review on Environmental Impact Assessment,
OPRED has issued guidance on how Scope 3 emissions should be assessed and the Group will
ensure that these are fully incorporated into future environmental assessments.
The North Sea Future Plan was published in November 2025, together with the Fiscal Policy
post 2030. The Group is working to understand the implications of increased NSTA principal
objectives and the Maximising Economic Recovery strategy.
We will continue to work closely with OEUK throughout 2026 to understand
developments and help shape industry guidance which will be incorporated into
any future Environmental Statements.
Risk management continued
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Risk title Risk description Key risk mitigations Activities and impacts in 2025
Major
compliance
breach
Risk climate:
Stable
A failure to establish and maintain an effective
compliance framework may lead to deficiencies
in key processes or controls and to the risk of a
major regulatory compliance breach that results
in significant sanctions, reputational damage,
financial loss and potentially a loss of licence to
operate or a prohibition notice resulting in the
shutdown of activities.
Board oversight: The Board sets the expectations
of compliance with legislative and regulatory
requirements and seeks regular assurance over
compliance with Group policies.
• Established governance committees with defined roles
and responsibilities for Audit and Risk, HSE, Nomination,
Remuneration and Disclosure.
• Board approved documented standards and policies.
• Competence and training, together with necessary safety
culture, embedded across the Group.
• Appropriate joint venture management and support from
commercial and legal with respect to licences, Joint
Operating Agreement/Unitisation and Unit Operating
Agreement compliance.
• Comprehensive system of internal controls over financial
reporting with ongoing work to enhance and develop the
robustness of material processes and controls.
The Groups Values were relaunched in October with the inclusion of a new safety value, ‘Make
it safer’, reinforcing our commitment to a strong safety culture.
Increased HSE and technical assurance auditing, linking to HSE compliance requirements.
HSE compliance reviews against Weston Compass system commenced in 2025, for
completion during early 2026.
Mandatory Code of Conduct training and independent whistleblowing line in place.
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Risk management continued
Disclosures Statements
Ithaca Energy non-financial and
sustainability information statement
The following information is prepared in accordance with Section 414CA and 414CB of the Companies Act
2006 and the information is incorporated by cross-reference. Our policies, including the Code of Conduct and
Modern Slavery Statement can be found on our website at www.ithacaenergy.com/about-us/governance
Requirement Our policies and standards Information related to policies and due diligence processes
a Environmental matters • Net Zero Policy
• Health, Safety and Environmental Policy
• TCFD and CFD (governance and risk management)
• Environmental, Social and Governance – see pages 44 to 69
• Net Zero and Energy Transition – pages 48 to 49
• Effluents, spills and waste – page 58
• TCFD and CFD disclosures – pages 50 to 58
b Employees • Code of Conduct
• Diversity, Equity and Inclusion Policy
• Board Diversity, Equity and Inclusion Policy
• Health, Safety and Environmental Policy
• s.172 Statement – page 87
• Environmental, Social and Governance – pages 44 to 69
• Corporate Governance Report –pages 88 to 153
• Nomination and Governance Report – pages 114 to 116
c Social matters • Code of Conduct • s.172 Statement – page 87
• Social – pages 60 to 69
d Respect for human rights • Modern Slavery Statement
• Modern Slavery and Human Trafficking Policy
• Code of Conduct
• Supply Chain Policy
• Whistleblowing Policy
• Purpose, mission and values – pages 4 to 5
• Our people – pages 60 to 65
e Anti-corruption and anti-bribery • Anti-Bribery and Corruption Policy
• Code of Conduct
• Whistleblowing Policy
• Governance – pages 88 to 153
• Whistleblowing Policy – pages 100 and 121
Description of principal risks relating to matters (a-e above) • Risk management – pages 76 and 118
• Principal risks – pages 76 to 83
• TCFD disclosures – pages 50 to 58
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Recommendation and recommended disclosure
Disclosure
Level Reference
Governance
(a) Describe the Board’s oversight of climate-related risks and opportunities Full TCFD section: Governance (a), pages 50 to 51.
(b) Describe management’s role in assessing and managing climate-related risks
and opportunities
Full TCFD section: Governance (b), pages 50 to 51.
Strategy
(a) Describe the climate-related risks and opportunities the organisation has
identified over the short, medium and long-term
Full TCFD section: Strategy (a), pages 50 to 56.
(b) Describe the impact of climate-related risk and opportunities on the organisation’s
businesses, strategy and financial planning
Full TCFD section: Strategy (b), pages 50 to 56.
(c) Describe the resilience of the organisation’s strategy, taking into consideration
different climate-related scenarios, including a 2°C or lower scenario
Full TCFD section: Strategy (c), pages 50 to 56.
Risk management
(a) Describe the organisation’s processes for identifying and assessing
climate-related risks
Full TCFD section: Risk management (a), pages 50 to 56.
(b) Describe the organisation’s processes for managing climate-related risks Full TCFD section: Risk management (b), pages 50 to 56.
(c) Describe how processes for identifying, assessing and managing climate-related
risks are integrated into the organisation’s overall risk management
Full TCFD section: Risk management (c), pages 50 to 56.
Metrics and Targets
(a) Disclose the metrics used by the organisation to assess climate-related risks
and opportunities in line with its strategy and risk management process
Full TCFD section: Metrics and targets (a), pages 56 to 58.
(b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (GHG)
emissions, and the related risks
Full TCFD section: Metrics and targets (b), pages 56 to 58.
(c) Describe the targets used by the organisation to manage climate-related risks
and opportunities and performance against targets
Full TCFD section: Metrics and targets (c), pages 56 to 58.
TCFD Index
We consider our Task Force on Climate-related
Financial Disclosures on pages 50 to 58 to
be compliant with the FCA Listings Rule
disclosure requirements of section 414CA and
414CB of the Companies Act 2006.
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Disclosures Statements continued
Viability
statement
The Directors have assessed the viability of the Group
over a three-year period to 31 December 2028 (the
viability statement period) which was selected for the
following reasons:
• At least annually, the Board considers the Group’s
operating cycles, business plan projections and
debt facility requirements over the coming
three-year period.
• Beyond three years, forecast results may be affected
by changes in Government fiscal and other policies
and changes in regulations.
In selecting this three-year period to 31 December
2028, management considered FRC recommended best
practice that the viability statement should be assessed
over a minimum of five years. However, the Directors
believe that a viability assessment period of three years
is more appropriate given the nature of the business and
exposure to short-term commodity pricing.
The viability assumptions are consistent with the going
concern assessment for the period to 30 June 2027
as set out in note 3 of the financial statements with the
following additional assumptions:
H2 2027 2028
Crude oil price ($/bbl) 65 66
UK NBP gas price (p/ therm) 64 60
The oil and gas price assumptions used in the
going concern and viability assessments represent
management’s current best estimates, as at the date
of approval of the Annual Report and Accounts, as
supported by data from third-party analysis, of future
commodity prices whereas the commodity prices used
in impairment testing (see note 19) are based on market
conditions at 31 December 2025. The timeframe of the
cash flow projections used in impairment testing is also
significantly longer than the viability statement period
as it is based on the expected life of each field which
can extend up to 40 years. It is not considered
appropriate to use such a long period for viability
or going concern assessments.
This assessment included the potential financial and
operational impacts, in severe but plausible scenarios,
of the principal risks faced by the Group, relevant
financial forecasts and sensitivities, and the availability
of adequate funding.
The only debt facility which starts to fall due within
the viability period is the $150 million project capital
expenditure facility. Repayments under this facility are
linked to revenue generated from a specific field which
is currently at the development stage. Further details of
this facility are set out in note 20.
It should be noted that key assumptions that underpin
the amounts recognised in the consolidated statement
of financial position, such as future oil and gas prices,
discount rates, future costs of decommissioning, and tax
rates, all go well beyond the viability statement period and
take account of climate change and the energy transition
as set out in note 3 and note 19.
Climate change
The Board has also considered how climate risk could
impact the Group’s viability. Further details of the Group’s
assessment of risks and opportunities from climate
change is contained in the strategy (b) section of our
TCFD disclosures on pages 50 to 58.
The section in the TCFD disclosures which outlines the
associated risks over various time horizons, has a
short-term window to 2030. This short-term view most
closely aligns to the three-year period considered in the
viability assessment. As outlined in the TCFD section, the
impact of direct climate-related matters during the short-
term window is expected to be limited to certain transition
risks relating to policy and legal matters as well as physical,
reputational and market-related risks.
Sensitivity analysis and reverse stress tests
Sensitivity analysis to the base case have been undertaken
in line with the principal risks of the business that are
considered to have the potential to directly impact the
viability of the Group in the three-year period, namely:
• Reductions in crude oil prices and UK natural gas
prices of 20%;
• Reductions in production levels of 10%; and
• Increases of 10% in both opex and capex were
modelled across the viability statement period.
In addition, management aggregated these scenarios to
create a reasonable combined worst-case scenario. In
this combined downside scenario, after consideration of
mitigation strategies within the control of management,
the Group is forecast to have sufficient financial
headroom and to operate within the requirements of its
financial covenants throughout the viability statement
period. The mitigation strategies within the control of
management include the reduction in uncommitted
capital expenditure and variable opex savings in the low
production scenario.
A reverse stress test has also been performed reflecting
further reductions in commodity prices, prior to any
mitigating actions, to determine what level prices would
have to reach such that there is no liquidity headroom left.
This stress test demonstrated that the likelihood of the fall
in prices required to cause a liquidity issue is considered
sufficiently remote in the context of the mitigation
strategies available to management.
Other principal risks
The sensitivities outlined above have particularly focused
on the following principal risks: production delivery issues
risk, commodity price volatility risk and capital project
execution risk. The other principal and emerging risks
facing the Group as set out on pages 76 to 83 have also
been considered over the viability statement period.
On top of the sensitivities run for commodity prices,
production volumes and increased opex and capex
described above, the potential impacts of the Group’s
other principal risks on the viability of the Group over the
viability statement period has been considered.
The Board has reviewed the risk mitigation strategy for
each of these individual risks and believes that either the
risks are likely to manifest outside the three-year viability
window or that the mitigation strategies are sufficient to
reduce the likelihood and impact of these risks such that
either individually or collectively, they would be unlikely
to jeopardise the Group’s viability over the period to
31 December 2028.
Conclusion
Based on the results of this analysis as set out above,
the Directors confirm that they have a reasonable
expectation that the Group will be able to continue in
operational existence and meet all its liabilities as they fall
due over the period to 31 December 2028 and that the
likelihood of extreme scenarios, which would either lead to
a breach of covenants or lack of liquidity, is remote.
Disclosures Statements continued
86ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Section 172 (1)
statement
The Board recognises the importance of engaging and
taking into account the views of all stakeholder Groups,
in accordance with our purpose to create value for all
stakeholders in a safe and responsible manner. The
Section 172 (1) statement can be found below.
To shape our long-term strategy and maximise value for
our stakeholders, we must understand what matters to
them. Through regular engagement, we gain insight into
the different perspectives of our diverse stakeholders,
ensuring our vision and strategy is understood.
Considering their feedback on our strategy, business
model and performance builds strong, constructive
relationships and enables robust decision-making at
Board-level. The Directors are required by law to act in
a way that promotes the success of the Group for the
benefit of its shareholders.
Section 172 (1) statement
In accordance with the requirements of Section
172 (1) of the Companies Act 2006 (s.172), the
Directors consider, that during the financial year
ended 31 December 2025, they have acted in a
way that they consider, in good faith, would most
likely promote the success of the Company for
the benefit of its members as a whole, and in doing
so, have had regard to the likely consequences of
any decision in the longer term and the broader
interests of other stakeholders.
How the Board has had regard to s.172 Duties
In order to support the s.172 statement, further
information on how the Directors fulfil their s.172
duty can be found throughout the Governance report,
including the skills and experience of our Directors on
page 90; our Stakeholder Engagement on pages 101 to
104, principal Board decisions on pages 98 to 99, key
Board activities on pages 96 to 97.
The table (right) provides where additional information
can be found to explain how the Directors have had regard
for the matters set out in s.172.
s.172 duties Read more Page
The likely consequences of any decision in the
long-term.
Our business model
Our strategy
Governance framework
Principal risks
Key decisions of the Board
24 to 27
28 to 31
108
76 to 83
98 to 99
The interests of our employees. Our people
Diversity, equity and inclusion
Whistleblowing policy
Purpose, values and culture
60 to 65
64 to 65
100, 121
4, 61, 105
The need to foster business relationships with our
suppliers, customers and others.
Our stakeholders
Principal risks
Key Board activities
101 to 104
76 to 83
96 to 97
The impact of our operations on the community
and environment.
Our stakeholders
Environment, Social and Governance
TCFD and CFD Disclosures
HSE Committee report
101 to 104
44 to 69
50 to 58
122 to 123
Maintaining a reputation for high standards of
business conduct.
Code of Conduct
Whistleblowing policy
Modern Slavery
Purpose, values and culture
84
100, 121
84
4, 61, 105
Acting fairly between our shareholders. Shareholder engagement
Annual General Meeting
102
151
This strategic report was approved on behalf of the Board on 17 March 2026:
Iain C S Lewis
Director
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Corporate governance Financial statementsStrategic reportCompany overview
In this section
Governance at a glance 89
Executive Chairman’s introduction 89
Board of Directors 92
Nomination and Governance Committee report 114
Audit and Risk Committee report 117
Health, Safety, Environment and Security Committee report 122
Remuneration Committee report 124
Directors’ report 150
Statement of Directors’ responsibilities 154
Corporate
governance
Site Visits
Read more about the Director’s site
visits to Cygnus and Captain.
See p.106
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Corporate governance Financial statementsStrategic reportCompany overview
Leading responsibly
We have continued to deliver on
our strategy through disciplined
investment, operational excellence
and targeted growth”
Yaniv Friedman,
Executive Chairman
Highlights of 2025
Monitored the evolution of the
Group’s culture following the Business
Combination with Eni UK in 2024 and
refreshed the Company’s values.
Approved the €450 million senior
notes issuance and the $300 million
upsizing of the RBL facility.
Approved and paid cash dividends
totalling $500 million to our
shareholders in 2025.
Completed the Tobermory farm-in to
increase our presence in the West of
Shetland.
Approved the acquisitions of increased
working interests in the Seagull and
Cygnus fields.
Positive trend in HSE performance
with zero Tier 1 or Tier 2 safety events
recorded in the year.
Dear Shareholder,
I am pleased to present the Corporate
Governance report for Ithaca Energy plc for
the year ended 31 December 2025.
Corporate governance
At Ithaca Energy, we strive to maintain the highest
standards of corporate governance and have created a
culture where honesty, openness and equity are valued.
The Board’s remit is to provide direction to help shape
Ithaca Energy’s strategy and ensure that it is being
executed effectively within a framework that is well
controlled, mitigates risk and is compliant with corporate
and social responsibility.
The ELT, with the guidance of the Board, continue to
focus on maximising value for shareholders through the
safe, efficient and responsible production of our assets
and the pursuit of the Group’s strategic objectives, see
more on page 28.
Board activities
It has been a busy year for the Board, we have continued
to deliver on our strategy of disciplined investment,
operational excellence and targeted growth across
our core assets, further strengthening our position as
a leading independent operator in the UK North Sea,
all while delivering material improvements in our
HSE performance.
Details on the Board’s activities during 2025 can be
found on pages 96 to 97 and further information on the
principal decisions of the Board can be found on pages
98 to 99, including details on our successful pricing
of the senior notes offering and upsizing of the RBL
facility, and details on our organic and inorganic
growth investments.
Board changes
In October 2025, we welcomed Geraldine Murphy to
the Board, as Independent Non-Executive Director.
Geraldine’s experience in energy investment banking
and M&A advisory is a tremendous asset to the Board
as we continue to drive our growth strategy. Details
of Geraldine’s appointment process can be found on
page 116.
Board priorities for 2026
Building on the momentum in the year to date the
Board will continue to monitor the progress made on
our West of Shetland growth strategy supporting the
Group’s long-term production outlook and will remain
vigilant in evaluating M&A opportunities that fulfil our
investment criteria, aided by our significant liquidity
position of $1.5billion following our successful bond
issuance and RBL expansion, see page 71. The Board and
its Committees will continue to focus on ensuring the
safety of our workforce and protecting the environment
while monitoring our Group-wide controls.
Finally, I would like to thank all of our Directors,
employees, shareholders, stakeholders, partners and
contractors for their continued support over the course
of the year.
Yaniv Friedman
Executive Chairman
Governance at a glance
Executive Chairman’s introduction
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Corporate governance Financial statementsStrategic reportCompany overview
Governance at a glance continued
Board meeting attendance and composition
Board and Committee meeting attendance
7
Committee membership Skills and experience
Committee chair
Committee member
Denotes experience
Board
8
Audit and Risk
Committee
Remuneration
Committee
HSES Committee
Nomination and
Governance
Committee
Audit and Risk
Committee
Remuneration
Committee
HSES Committee
Nomination and
Governance
Committee
Independence
Oil & Gas Sector
Finance & Accounting
Operational Excellence
Risk Management
Health, Safety &
Environment
Mergers & Acquisitions
Strategy
Technology, Digital &
Innovation
People Leadership &
Reward
Organisational
Transformation
Governance &
Regulatory
Executive Chairman
Yaniv Friedman 6/6 5/5
Executive Directors
Luciano Vasques 6/6
Iain Lewis 6/6
Non-Executive Directors
Idan Wallace 6/6 5/5
Itshak Tshuva
1
3/6
Tamir Polikar 6/6
Francesco Gattei
2
4/6
Guido Brusco
3
2/6 1/5
Independent Non-Executive Directors
Zvika Zivlin (SID) 6/6 9/9 7/7 4/4 5/5
Assaf Ginzburg
4
4/6 7/9 4/7 0/3 5/5
Dave Blackwood
5
5/6 9/9 7/7 4/4
Deborah Gudgeon 6/6 9/9 7/7
Lynne Clow 6/6 9/9 7/7 5/5
Geraldine Murphy
6
1/1 1/1
1 Itshak Tshuva was unable to attend three Board meetings due to existing external commitments.
2 Francesco Gattei was unable to attend two Board meetings due to existing external commitments. Francesco requested that an alternate attend on his behalf at each of the meetings, which the Board approved.
3 Guido Brusco was unable to attend four Board meetings and four Nomination and Governance Committees due to existing external commitments. Guido requested that an alternate attend on his behalf at each of the meetings, which the Board and Nomination and Governance Chair approved.
4 Assaf Ginzburg was unable to attend two Board meetings, two Audit and Risk Committees, three Remuneration Committees and HSES Committees due to existing external commitments. Assaf resigned from the HSES Committee with effect from 1 October 2025.
5 Dave Blackwood was unable to attend one Board meeting due to existing external commitments.
6 Geraldine Murphy was appointed to the Board and as a member of the HSES Committee with effect from 1 October 2025.
7 All Directors unable to attend meetings received copies of the meeting materials in advance and provided input to the meetings.
8 There were six scheduled Board meetings and eight ad-hoc Board meetings held in 2025.
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Corporate governance Financial statementsStrategic reportCompany overview
21%
36%
43%
57%
14%
29%
79%
21%
50.5%
0.19%
13.41%
35.9%
Board composition
Executive Directors
Non-Executive
Directors
Independent
Non-Executive
Directors
Ethnic diversity
White
Mixed multiple
ethnic groups
Other ethnic group
Gender diversity
Men
Women
Shareholders
Delek Group Limited
Eni S.p.A Limited
Free Float
EBT
Reporting under the Financial Reporting Council’s
UK Corporate Governance Code (the Code)
During the year Ithaca Energy reported under the Financial Reporting
Council’s 2024 UK Corporate Governance Code (the Code). The table below,
together with the Directors’ Remuneration Report, set out on pages 128 to
141 describes in greater detail how the Company has applied the principles and
complied with the provisions of the Code.
Code provision Page
1. Board leadership and Company purpose
A. Board of Directors 92 to 93
B. Purpose, values and culture 105
C. Board decisions and their outcomes 96 to 99
D. Stakeholder engagement 101 to 104
E. Workforce policies and practices 100
2. Division of responsibilities
F. Role of the Chair 109
G. Division of responsibilities 108 to 110
H. Role of the Non-Executive Directors 109
I. Board policies, processes, information, time and resources 94 to 107
3. Composition, succession and evaluation
J. Appointments to the Board 113
K. Board skills, experience and knowledge 90
L. Board evaluation 111 to 112
4. Audit, risk and internal control
M. Independence and effectiveness of internal and external auditors 120
N. Fair, balanced and understandable assessment 121
O. Effective risk management and internal control 121
5. Remuneration
P. Alignment to purpose, values and long-term success 126
Q. Remuneration Policy 142 to 150
R. Remuneration outcomes 128 to 141
Board independence
43%
Female representation
21%
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ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Governance at a glance continued
Corporate governance Financial statementsStrategic reportCompany overview
N D D D
A
A
R
R
H N R NAH N
Zvika Zivlin
Senior Independent Director
Date of appointment: May 2024
Zvika brings a wealth of board experience having held non-
executive directorships at listed companies, both in the
UK and Israel, including roles as chair of the remuneration
committee and member of the audit, nominations and
compliance committees.
External appointments:
Afcon Holdings Ltd
Lynne Clow
Independent Non-Executive Director
Date of appointment: October 2022
Lynne is an experienced HR and operations director
and has a wealth of human resources, strategic and
commercial experience which enables her to make a
valuable contribution to the Board.
External appointments:
Highlands and Islands Airports Limited; Scottish Prison
Service; Office for Nuclear Regulation
Yaniv Friedman
Executive Chairman
Date of appointment: July 2024
Yaniv brings to the Board significant global executive
experience working in the energy and infrastructure
sectors and has a wealth of strategic, commercial, public
company and M&A expertise. Yaniv previously held the
role of CEO of Modiin Energy LP.
External appointments:
None
Board of Directors
Full biographies can be
found on our website
Luciano Vasques
Chief Executive Officer
Date of appointment: October 2024
Luciano brings a wealth of executive and energy industry
experience to the Board with a career spanning over
30 years covering a range of leadership, technical and
operational roles. Luciano was previously Managing
Director of Eni UK Limited.
External appointments:
UK Offshore Energies Association (OEUK)
Iain Lewis
Chief Financial Officer
Date of appointment: October 2022
Iain has over 25 years of upstream oil and gas finance
experience having held senior positions with EY and TAQA
in Europe, Canada and the Middle East. He is a Chartered
Accountant with extensive technical expertise in financial
reporting, capital allocation and risk management.
External appointments:
None
Deborah Gudgeon
Independent Non-Executive Director
Date of appointment: October 2022
An experienced finance professional, Deborah has
over 30 years of corporate finance and business
transformation expertise, with international board level
experience across a range of sectors.
External appointments:
Petra Diamonds Limited; Serabi Gold plc; Valterra Platinum
Chair
A
Audit and Risk
N
Nomination and Governance
R
Remuneration
H
HSES
D
Disclosure
Board leadership and Company purpose
Board of Directors
Dave Blackwood
Independent Non-Executive Director
Date of appointment: October 2022
Dave has over 50 years’ experience in the oil and gas
sector, including seven years in the service sector with
Schlumberger in the North Sea and the Middle East, and
27 years in various global roles within bp, including heading
up bp’s upstream business in the UK and Norway.
External appointments:
None
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Corporate governance Financial statementsStrategic reportCompany overview
N
D
A R H
N
N
Tamir Polikar
Non-Executive Director
Date of appointment: October 2024
Tamir has over 30 years of experience in various roles in
the energy and finance sectors, including as CFO, CEO
and director at public companies. Tamir was appointed the
Principal Chief Financial Officer of Delek Group Ltd in
August 2020 and serves as a director at NewMed Energy.
External appointments:
Delek Group Limited; NewMed Energy
Itshak Sharon Tshuva
Non-Executive Director
Date of appointment: March 2023
Itshak is an Israeli entrepreneur and businessman with
global business operations. As the major shareholder
of Delek Group, he is responsible for the discovery of
significant natural gas reserves offshore Israel, which
contributed to its emergence as an international player.
External appointments:
Delek Group Limited
Assaf Ginzburg
Independent Non-Executive Director
Date of appointment: October 2022
Assaf has over 15 years of experience in the energy
industry. He is currently the CFO of Ormat Technologies,
a global operator and developer of renewable energy
projects which offers geothermal, recovered energy,
energy management and storage solutions.
External appointments:
Ormat Technologies Inc.
Francesco Gattei
Non-Executive Director
Date of appointment: October 2024
Francesco has over 25 years of experience in the oil and
gas industry across various senior roles at Eni S.p.A. He
is currently Chief Transition & Financial Officer, Chief
Operating Officer and General Manager for Eni S.p.A.
External appointments:
Eni S.p.A; Vår Energi
Julie McAteer
General Counsel and Company Secretary
Date of appointment: October 2022
Julie joined the Group in February 2020 and has over 25
years of experience in the oil and gas sector. As Company
Secretary, Julie is responsible for advising the Board on all
governance matters.
External appointments:
Offshore Pollution Liability Association Limited
Geraldine Murphy
Independent Non-Executive Director
Date of appointment: October 2025
Geraldine has over 35 years of energy investment banking
and M&A advisory experience, currently holding the position
of independent non-executive director at Seascape Energy
Asia. Geraldine holds a BSc. (Hons) degree in Geology and a
MSc. in Petroleum Geology from University College Dublin.
External appointments:
Seascape Energy Asia plc
Idan Wallace
Non-Executive Director
Date of appointment: October 2022
Idan was appointed the CEO of Delek Group in January
2020 and has served as strategic advisor to the CEO of
NewMed Energy. A qualified lawyer, Idan brings a wealth
of global business and strategic expertise.
External appointments:
Delek Group Limited
Guido Brusco
Non-Executive Director
Date of appointment: October 2024
Guido brings over 25 years of international experience in
the energy sector within Eni S.p.A group, where he has
held senior executive positions and he currently serves as
Chief Operating Officer Global Natural Resources and
General Manager.
External appointments:
Eni S.p.A, Vår Energi; Azule Energy Holdings Limited
93ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Board leadership and Company purpose continued
Board of Directors continued
Board meetings
The matters outlined below provide insight into the
nature of the Board’s discussions during the year and
demonstrate how its activities support the delivery of the
Group’s strategy.
The Board follows a structured programme of activities
and will meet at such times as are necessary, but not less
than six times a year, including a full day dedicated to
strategy. Details of the Board’s attendance at meetings
can be found on page 90.
Board agendas are drawn up in advance by the Company
Secretary in conjunction with the Executive Chairman and
Chief Executive Officer to facilitate the comprehensive
Board programme. Flexibility in the scheduled programme
is important to allow key items to be added to any agenda,
so that the Board can focus on evolving and important
matters at the most appropriate time.
All Board papers are published via an online Board
portal which offers a fast, secure and reliable method of
distribution. When a Director is unable to attend a Board
or Committee meeting, they receive the papers for
consideration at that meeting and have the opportunity to
discuss any issues or make any comments in advance and
thereafter follow up with the Chair of the relevant meeting.
A typical Board meeting will comprise the
following elements:
• Review and approval of previous minutes of meetings
and review of actions arising.
• Updates from the Board Committee Chairs on the
proceedings of those meetings, including the key
discussion points and particular matters to bring to the
Board’s attention.
• Business Performance updates to allow the Board to
challenge management on Company performance,
including: CEO overview, HSE report, people and
culture report, operational report and CFO report.
• Financial reporting, including approval of
financial results.
• Strategy and M&A updates on areas of particular
strategic importance, opportunities and risks,
to evaluate progress, provide insight and, where
necessary, decide on appropriate action.
• Corporate governance updates, including: approval
of delegated authorities’ matrix, annual review of
matters reserved to the Board and Committee Terms
of Reference; and approval of the Modern Slavery and
Human Trafficking Statement.
Details on some of the key topics considered during 2025
can be found in our Board activities on pages 96 to 97.
Time is set aside in between Board meetings for the
Executive Chairman to meet privately with Non-
Executive Directors where it is considered appropriate
which provides the opportunity for discussion on key
agenda items and other matters without the Executive
Directors and management present. In addition, the Senior
Independent Non-Executive Director meets regularly with
the Independent Non-Executive Directors to discuss key
agenda items and other matters as necessary.
On the evening before most scheduled Board meetings,
the entire Board and the General Counsel and Company
Secretary, with other members of the Executive
Leadership Team have an opportunity to meet. This time
is usefully spent enabling Board members to build rapport
with each other and relationships on a personal level, share
external views and consider issues impacting the Company,
resulting in better Board dynamics and decision-making.
Board leadership and Company purpose continued
Board meetings and activities
Inform
The agenda for each meeting is discussed and agreed in advance with
the Executive Chairman in conjunction with the Chief Executive Officer
and General Counsel and Company Secretary, along with the matters arising
from the previous meeting.
Performance reports and presentations on key areas of the business are
prepared for the Board meetings, based on the annual calendar of business,
to inform and make recommendations for the Board’s consideration.
Recommend and consider
To facilitate decision-making, recommendations from senior leaders,
as well as external advisors, are presented to the Board for consideration.
Approve and action
The Board will consider matters and agree and approve actions to take forward.
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UK Listing Rules statement on Board diversity targets
In accordance with UK Listing Rule 6.6.6R (9), the
Company acknowledges that, as at 31 December 2025,
the Board has not met the following targets on
Board diversity:
(i) at least 40% of the Board are women; and
(ii) at least one senior Board position (Chair, CEO, CFO
or SID) is a woman.
The Board has met the target of at least one individual
on its Board is from a minority ethnic background, see
page 116.
Further details on the reasons for not meeting targets in
(i) and (ii) above are set out within the Nomination and
Governance Committee report on page 115.
Section 172 (1) statement
The Board recognises the importance of engaging and
taking into account the views of all stakeholder Groups,
in accordance with our purpose to create value for all
stakeholders in a safe and responsible manner. The
Section 172 (1) statement can be found on page 87.
Compliance with the UK Corporate Governance Code
Ithaca Energy and its Board of Directors are fully
committed to upholding the highest standards of
corporate governance as these play a vital part in driving
the right behaviour while being crucial to overall business
integrity and performance and to maintaining a sound
framework for the control and management of the Group.
During the year under review and up until the date of
this report, the Company applied the principles and
complied with the provisions of the Code, with the
exception of: provision 9, which recommends that the
Chair be independent on appointment; provision 11 which
recommends that at least half the Board, excluding the
Chair, should be Non-Executive Directors whom the
Board considers to be independent; and provision 17
which recommends that a majority of members of the
nomination committee be independent non-executive
directors. Details of where the Company has departed
from the Code regarding these provisions is set out
in the ‘Code in action’ sections within the Corporate
Governance report.
Details of The Code can be found on the Financial
Reporting Council’s website at www.frc.org.uk.
The Company is aware that the composition of the
Board is impacted by the rights of the significant
shareholders under their respective Relationship
Agreements, see further details in the Director’s report
on pages 151 to 152.
Maintaining high standards of corporate governance
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Corporate governance Financial statementsStrategic reportCompany overview
Board leadership and Company purpose continued
Board leadership and Company purpose continued
Key Board
activities
A selection of Board activities that were carried
out during the year, together with an indication
of the stakeholders affected and how those
decisions relate to the strategic priorities of
the Board, are set out over these pages.
Further information on the key principal decisions of the
Board during the year, including the outcomes of those
decisions can be found on pages 98 to 99.
Business Plan
Approved the Group’s Business Plan for 2026.
Organic growth
As part of the Group’s West of Shetland strategy:
• Approved the farm-in to the Tobermory gas
discovery (see page 99).
• Received regular updates on the Rosebank
development, Cambo and Tornado projects.
Inorganic growth
As part of the Group’s consolidation strategy in the
UKCS approved:
• Acquisition of Japex UK, increasing its stake in
the Seagull field by 15% (see page 98).
• Acquisition of additional interest in the Cygnus
field (see page 98).
As part of the Group’s inorganic growth
strategy regularly reviewed the M&A pipeline of
opportunities both in the UKCS and internationally.
Annual Report and Accounts
Approved the 2024 Annual Report and Accounts
for 2024 to ensure it is fair, balanced and
understandable.
Dividends
Approved the third interim dividend for 2024
in March 2025 and the first and second interim
dividends for 2025 in September and December
2025, respectively.
Liquidity
Approved the launch of a €450 million Senior
Note and upsizing of the RBL facility to $1.3 billion
via the utilisation of the accordion (see page 98).
Performance
Received regular updates on the Group’s operated
and non-operated portfolio activities.
Capital Project approvals
Investment to sustain and optimise production is a
core strategic activity. The Board:
• Approved the extension to the Captain flotel
campaign beyond the initial term to complete
additional critical work.
• Approved ongoing infill drilling campaign
at Cygnus.
• Approved the decision to proceed with further
value-led investment in the J Area, including
sanctioning additional well activity.
Health and Safety
Received regular updates on HSE performance.
Link to strategy
Stakeholders considered
01
02
03
04
05
06
07
Link to strategy
Stakeholders considered
01
02
03
04
06
07
Link to strategy
Stakeholders considered
02
06
Strategy linkage
Sustain and optimise production
Unlock material organic growth opportunities
Consolidation in core UKCS market
Focused international expansion
Stakeholder groups
01
Our people
05
Joint venture partners
02
Shareholders
06
Lenders
03
Communities
07
Government and regulators
04
Suppliers and customers
Strategic Operational Financial
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TCFD disclosures and emissions
discussions
Approved the TCFD and emissions disclosures in
the 2025 Annual Report and Accounts.
Net Zero strategy
Approved the Company’s Net Zero strategy
(see page 50).
Annual General Meeting (AGM)
Hosted the AGM on 14 May 2025. The Board
received updates on institutional investor reports
and a debrief on the AGM.
Corporate governance
Continued to monitor the Group’s progress to
comply with the UK Corporate Governance Code,
including readiness for Provision 29 (see page 120).
Board policies
Reviewed and approved changes to:
• The Hedging Policy.
• Matters Reserved to the Board.
• Modern Slavery Statement.
Board evaluation
Conducted an internal Board evaluation review (see
page 111 to 112).
Culture and values
As part of the Board’s priority to monitor the
Group’s culture:
• Received regular updates on business
integration following the Business Combination
with Eni UK in October 2024.
• Board members attended the roll-out of the
Group’s refreshed values day.
Succession planning
Approved the appointment of Geraldine Murphy to
the Board and HSES Committee (see page 116).
Site visits
Board members undertook offshore site visits to
Captain and Cygnus (see page 106).
Going concern and long-term viability
reviews
Assessed the viability statement and going concern
for the purposes of the 2024 Annual Report
and Accounts.
Fraud risk assessment
Reviewed the Group’s fraud risk assessment as part
of the 2024 Annual Report and Accounts.
Regulation
Received regular updates on key fiscal and
regulatory matters, including the Oil and Gas Price
Mechanism consultation, the Scope 3 consultation
and the Future of the North Sea consultation.
Link to strategy
Stakeholders considered
03
04
05
07
Link to strategy
Stakeholders considered
01
02
04
05
06
07
Link to strategy
Stakeholders considered
01
02
03
04
05
Link to strategy
Stakeholders considered
01
03
Environmental Risk and Regulatory Governance People and Culture
97ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Board leadership and Company purpose continued
Key Board activities continued
Board leadership and Company purpose continued
Principal Board
decisions in 2025
We cover four of the key strategic decisions
made by the Board during 2025, together with
an explanation of how the Board considered
the matters set out in Section 172(1) (a)–(f)
of the Act.
2. Enhanced balance sheet
Successful issuance and pricing of senior notes offering and upsizing of RBL facility
Link to stakeholder groups
02
06
Board decision and outcome
The Board approved the upsize of the reserves-based lending
facility from $1.0 billion to $1.3 billion, via the accordion, and the
issuance of €450 million senior notes, due 2031.
The chosen financing structure diversifies the Group’s funding
sources, extends debt maturity and maintains financial flexibility to
support strategic growth and capital returns.
The significant investor demand and material oversubscriptions
seen in the market is testament to the strength and agility of the
business and validates the Group’s growth strategy, as it continues
to execute its strategic priorities and delivers strong operational
performance as well as further growth and returns to the
Group’s shareholders.
s. 172 considerations
(a) Long-term consequences: Improves liquidity and maturity
profile, supporting long-term financial resilience.
(b) Employees: Supports business stability and investment capacity,
underpinning employment security.
(c) Business relationships: Strengthens relationships with banks and
credit markets.
(d) Community and environment: Ensures continued funding for
safe and responsible operations.
(e) Business conduct and reputation: Transparent engagement with
lenders and investors reinforces market confidence.
(f) Fairness between members: Balances cost of capital with
prudent risk management for shareholders.
1. Inorganic growth
Acquisitions of increased stakes in Seagull and Cygnus fields
Link to stakeholder groups
01
03
04
07
Board decision and outcome
The Board approved the acquisition of the entire issued share capital
of JAPEX UK, for an enterprise value of $193 million, increasing the
Group’s working interest in the Seagull field from 35% to 50% and the
acquisition of a further 46.25% stake in the Cygnus field from Spirit
Energy for a purchase price of £116 million.
The decisions taken by the Board following extensive due diligence
supports the Group’s strategy of disciplined, value-accretive M&A
within the UK Continental Shelf.
Together, the acquisition added approximately 44 mmboe of 2P
reserves and 2C resources and 17 kboe/d of pro forma production
in 2025, with the fields expected to remain in production until the
mid-2030s.
s. 172 considerations
(a) Long-term consequences: Strengthens long-term production and
cash flow resilience through increased exposure to high-margin
producing assets.
(b) Employees: Workforce implications and integration plans were
considered, with a focus on maintaining high safety and
operational standards.
(c) Business relationships: The Board considered relationships with
the operator and joint venture partners, ensuring continued
collaborative working.
(d) Community and environment: Environmental and safety
performance of the Cygnus and Seagull fields and its impact on the
UK Continental Shelf were reviewed.
(e) Business conduct and reputation: Robust governance, due diligence
and regulatory engagement supported the Group’s reputation for
high standards of conduct.
(f) Fairness between members: The transactions were assessed for
value accretion and alignment with long-term shareholder interests.
Stakeholder groups
01
Our people
05
Joint venture partners
02
Shareholders
06
Lenders
03
Communities
07
Government and regulators
04
Suppliers and customers
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3. Value creation and shareholder returns
Interim dividend
Link to stakeholder groups
01
02
06
Board decision and outcome
During 2025, the Board approved and reaffirmed cash dividends
totalling $500 million, including the acceleration of the second
interim 2025 dividend in light of strong financial performance and
cash generation.
The dividend payments were consistent with the Group’s Capital
Allocation Policy and long-term sustainability.
s. 172 considerations
(a) Long-term consequences: Maintains a sustainable dividend
aligned with cash flow generation and investment needs.
(b) Employees: Employees who are shareholders benefit directly
from the Dividend Policy.
(c) Business relationships: Supports ongoing confidence among
investors and lenders.
(d) Community and environment: Capital allocation decisions
continue to allow investment in safe and responsible operations.
(e) Business conduct and reputation: Consistent delivery against
stated policy enhances credibility.
(f) Fairness between members: Ensures equitable treatment of
shareholders through transparent distributions.
4. Organic growth and investment
Tobermory farm-in
Link to stakeholder groups
01
03
04
05
Board decision and outcome
The Board approved a farm-in agreement with Shell UK for a 50%
working interest in the Tobermory gas discovery, strengthening the
Group’s position in the West of Shetland region.
The Board’s strategic decision to invest in the West of Shetland
basin is critical not only to the UK’s Energy Security strategy, but
also in supporting thousands of highly skilled jobs and our world-
class supply chain and providing significant gross value add to the
UK economy.
s. 172 considerations
(a) Long-term consequences: Advances long-term growth and
production optionality in a strategic basin.
(b) Employees: Supports skilled employment and long-term
workforce development.
(c) Business relationships: Deepens strategic partnership with
Adura and supply chain partners.
(d) Community and environment: Responsible domestic oil and gas
development contributes to the UK economy.
(e) Business conduct and reputation: Demonstrates commitment to
responsible investment and partnership.
(f) Fairness between members: Positions the Company for long-
term value creation for shareholders.
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Board leadership and Company purpose continued
Principle Board decisions in 2025 continued
Board leadership and Company purpose continued
Workforce policies and practices
The Board is committed to ensuring that its policies and
procedures remain in line with the Company’s vision
and values.
Whistleblowing Policy
The Board maintains overall responsibility for the
Company’s Whistleblowing Policy through which senior
managers, officers, Directors, employees, consultants,
contractors and all persons associated with us, wherever
their location, are encouraged to report any behaviour
which they feel is not right, whether this affects them
personally, or a colleague, or the safety or compliance of
the business, without any fear of the consequences.
For those wishing to keep their identity anonymous, they
may raise their concerns on a dedicated whistleblower
hotline, which is maintained by an independent external
provider who will take the details of the incident and
provide a report to the Group of the concern raised. This
ensures concerns or issues can be escalated and dealt with
effectively, without fear of victimisation, discrimination or
disadvantage, in the interests of the business, colleagues,
shareholders and other stakeholders.
All matters raised will be reported to and investigated by
the Audit and Risk Committee. No matters were raised or
reported during 2025.
The Board is satisfied that the Whistleblowing Policy, the
hotline, and their administration remain effective.
Anti-bribery and corruption
The Company is committed to business integrity, high
ethical values and professionalism in all of its business
dealings and relationships, wherever we operate and to
implementing and enforcing effective systems to counter
bribery and corruption. It has a zero-tolerance approach
to bribery and corruption and the Group’s Anti-bribery
and Corruption Policy specifically prohibits the offering,
giving, solicitation or acceptance of any bribe to or from
any person or company, wherever they are situated
and whether they are a public official or body or private
person or company. Any breach of this policy is regarded
as a serious matter and may result in disciplinary action,
including, where appropriate, summary dismissal.
In order to mitigate such risks, all employees and
contractors are required to complete an annual anti-
bribery and corruption course, which is built around
a clear understanding of how and where bribery risks
affect the business and comprises key controls such as:
policies (anti-bribery, gifts and entertainment, supply
chain); procedures including conducting due diligence
on suppliers; training colleagues on bribery risks; and
ongoing assurance programmes including external as well
as internal audits to test that the controls are functioning
effectively. No breaches of the Anti-bribery and
Corruption Policy were identified during the year.
Conflicts of interest
The Company has procedures in place for managing
conflicts of interest. All Directors are required to avoid
situations in which they have, or could have, a direct or
indirect interest that conflicts, or possibly may conflict, with
the interests of the Company. Should a Director become
aware that they, or any of their connected parties, have
an interest in an existing or proposed transaction with the
Company or its subsidiaries, they should notify the Board in
writing or at the next Board meeting.
Shaping business performance
Internal controls are in place to ensure that any related-
party transactions involving Directors, or their connected
parties, are conducted on an arms-length basis. Directors
have a continuing duty to update any changes to
these conflicts.
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01
Our people
Our people are central to our success. By
nurturing a culture where they feel valued
and listened to, we fulfil our purpose to serve
today’s energy needs, securely, responsibly and
safely while maximising shareholder returns.
Engaging with employees helps to identify and address
their concerns in an open and transparent manner while
building relationships to support future growth. Issues
that are important to our people include: health, safety
and wellbeing; development and progression; reward and
recognition; and diversity, equity and inclusion.
We recognise that frequent, open and interactive
communication with our workforce is critical, both
onshore and offshore. Face-to-face and digital channels
help to support accessibility for our workforce.
How we engage
• Employee engagement survey
• Weekly messages from the CEO
• Town halls
• Village halls
Engaging with our stakeholders
IN FOCUS – STRENGTH
Workforce engagement
In line with provision 5 of the Code, the Board has appointed Lynne Clow, Independent
Non-Executive Director, as the Group’s Workforce Engagement Director.
Engagement outcomes and highlights in 2025
Re-launch of the company’s
Core values
See page 61
Increase in employee engagement score of
12%
See page 61
Town halls held in 2025
Seven
Enhance leadership interaction
Launched SLT
See page 61
• Live with Leaders
• Breakfast meetings with leadership
• Board site visits offshore
• Employee Consultation Forum
• Project deep dive days
• Employee helpline available to all employees
• Network groups
How the Board engages
• Workforce Engagement Director engages with
employees and keeps Board appraised of any
matters relating to the workforce – see opposite.
• Directors engage with employee on site visits –
see page 106.
• Employees who are shareholders have an
opportunity to meet the Board and submit
questions at the AGM.
• Refreshed our values and introduced a dedicated
value for safety ‘Make it safer‘– see page 61.
• Board received updates on the employee survey
results and steps taken to feedback received.
Lynne has a vast amount of human resources
experience and is Chair of the Remuneration
Committee. This approach was selected as it
allows Lynne to regularly engage with employees
while ensuring that workforce perspectives are
formally fed back into Board discussions and
decision-making.
During the year, Lynne met with the Employee
Consultation Forum (ECF) on a number of
occasions. She spoke to employees and the key
themes arising from this engagement included
safety, culture following the Business Combination
with Eni UK, and alignment to the Company’s values.
In October 2025, Lynne attended the ‘One year
on. One vision, One Ithaca’ day which included
the relaunch of the Company’s values and the
introduction of a new value, Make it safer, which was
adopted in response to employee feedback. The day
was well-attended with different sessions running on
safety, people and culture, and innovation.
Lynne had an opportunity to speak to a number of
employees on a one-to-one to basis to understand
their views and fed back the key themes, together
with her observations on the Company’s culture
and opportunities for improvement, through
regular Board meetings and discussions with
Board members.
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Board leadership and Company purpose continued
02
Shareholders
By engaging in an open and transparent
manner with all our shareholders we aim to
build long-term, supportive relationships with
our investors as we continue to pursue our
growth aspirations.
We engage regularly with all our shareholders through
numerous forums. The issues that matters to our
shareholders include strategic direction, capital allocation,
including shareholder returns policy; our M&A strategy
and progress; our financial and operational performance
and updates in relation to UKCS fiscal and regulatory
framework.
Details on the Company’s relationship agreements with
our major shareholders can be found on page 151.
Engagement outcomes and highlights in 2025
Total dividends declared in 2025
$500 million
See page 99
% Free float post majority shareholder
selldown during 2025
13.6%
Capital Markets Day held on
26 March 2025
See page 102
2026 Annual General Meeting to be held
13 May 2026
See Notice of Meeting
Board leadership and Company purpose continued
Engaging with our stakeholders continued
How we engage
• Quarterly publication of financial results
• Capital Markets Day in March 2025
• Investor roadshows, webcasts, conferences
and one-to-one investor meetings
• Annual General Meeting
• Website
How the Board engages
• Approved interim dividends in 2025 totalling $500
million – see page 99.
• Active investor programme, led by the Group’s
Executive Chairman, CEO, CFO and Head of
Investor Relations and External Affairs.
• The Executive Chairman met with our majority
shareholders throughout 2025.
• Opportunity for shareholders to meet the Board
at the Annual General Meeting.
• Directors consulted with shareholders on the
Remuneration Policy – see page 126.
IN FOCUS – STRENGTH
Capital Markets Day
In 2025, the Group held its first Capital Markets
Day since its IPO in November 2022. The Ithaca
Energy Leadership Team came together to present
the Group’s vision for long-term value creation,
refreshed growth strategy following completion of
its Business Combination with Eni UK in October
2024, together with presentation of the Full Year
2024 results. Presenters included the Group’s
Executive Chairman, CEO, CFO, COO and
General Counsel.
The event was well attended, bringing together
analysts and investors, in person and online,
providing an opportunity to ask the Leadership
Team questions on performance against strategy,
operational activities, the fiscal and regulatory
environment, and the outlook for the year ahead.
Following formal proceedings, the presenters
hosted an informal lunch where participants
could ask follow-on questions, while also building
relationships with the Group’s management.
We look forward to hosting similar events in the
future, recognising the importance of strong
relationships with both our investors and the
analyst community.
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03 04 05
We recognise that we play an important role in supporting our wider
society, not only through providing highly skilled jobs, vital UK energy
security and the delivery of responsible operations and decarbonisation
initiatives but also in giving back to the local communities in which
we operate.
Our commitment to giving back to local communities is embedded in
our Company values and continues to be a great source of pride for our
workforce. See more on pages 66 to 69.
The issues that matter to our communities include: energy security and
affordability, charity and community support; environmental impact of
our operations; and good governance and ethics.
How we engage
• Charity partnerships
• Employee volunteering days
• STEM (Science, Technology,
Engineering and Mathematics)
apprenticeship programme
• Graduate programme
How the Board engages
• Receives regular updates on
HSE performance.
• Approved the TCFD and
emissions disclosures in
the Annual Report and
Accounts 2025.
• Approved the Company’s Net
Zero strategy.
• Approves the Company’s
policies and procedures
including the Code of Conduct.
With a focus on UK energy security, affordability and decarbonisation,
our purpose of delivering domestic energy in a safe, sustainable and
reliable manner to meet end-user demand is of vital importance. Our
supply chain and trading partners are critical to our ability to deliver;
therefore it is imperative that we maintain strong relationships across our
supply chain to support our operations.
Acknowledging the significance of our key suppliers, the Group’s
contracting strategies seek to emphasise collaboration and build
robust supplier relationships, with a focus on operational and safety
performance. The Group has formed and continues to form and maintain
strategic partnerships with key suppliers when appropriate to secure
attractive terms and manage supply chain risks. Our produced oil volumes
are sold under various term (1 year+) offtake and marketing agreements
with established specialist crude marketers. Our terminal grades, Forties
and Ekofisk, are sold at the UK terminals with offshore loaded grades,
such as Captain, delivered to buyers via shuttle tanker. Our natural gas
volumes are sold to major gas trading partners at entry to the UK onshore
gas grid (National Transmission System) following terminal processing.
How we engage
• Meetings with suppliers
and customers
• Safety workshops
• Performance reviews with
particular focus on our key
strategic partners
How the Board engages
• Monthly business performance
update on all operated and non-
operated assets which includes
supply chain updates.
With a diverse portfolio of scale and a balanced mix of operated vs non-
operated assets, building and sustaining strong relationships with our
joint venture partners is essential to our operations. By working together
with our partners, we seek to achieve alignment across key short-term
operational decisions and the broader strategic direction of our assets.
In an evolving fiscal and regulatory environment, partner alignment and
collaboration has never been so critical.
Whether acting as the Operator or as a JV partner, we are committed
to working in a collaborative and transparent manner to maximise the
value of our assets, while putting safe and responsible operations as our
top priority.
How we engage
• Operating Committee
Meetings
• Technical Committee Meetings
• Day-to-day interaction
between asset managers
• Supply Chain Tender Board
How the Board engages
• Monthly business performance
update on all non-operated
assets.
Engagement outcomes and highlights in 2025
OEUK ‘Neighbour of the Year’
Winner 2025
Continued commitment to
5 key charity partners
Engagement outcomes and highlights in 2025
No Tier 1 or Tier 2 safety incidents.
Gross operated emissions intensity decreased to 17.2 kgCO₂e/boe.
Maturation of Cambo, Tornado and Fotla discoveries towards final
investment decision, with engagement on key project supply chain
packages initiated.
Engagement outcomes and highlights in 2025
Acquisition of an additional 46.25% interest in the Cygnus gas field
from Spirit Energy, bringing Ithaca Energy’s operated interest in
the Cygnus field to 85%.
Acquisition of additional 15% stake in the Seagull field. Increasing
Ithaca Energy’s interest in the Seagull field from 35% to 50%.
Operatorship of Seagull asset transferred to bp, following
completion of fourth and final firm well.
Communities Suppliers and customers Joint venture partners
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Board leadership and Company purpose continued
Engaging with our stakeholders continued
06 07
Ensuring the Group is well capitalised and maintains the financial
strength and capacity to support the Group’s long-term growth
aspirations is critical to delivering against our corporate strategy.
Building strong relationships with our lending groups is vital to ensuring
access to long-term debt financing enabling the business to respond to
growth opportunities as they arise.
How we engage
• Regular meetings with syndicate
banks and bond holders
• One-to-one meetings
• Quarterly webcasts
• Roadshows
• Conferences
How the Board engages
• Approved the €450 million
Senior Notes issuance and
upsizing of our RBL by
$300 million.
• Authorised the Executive
Directors to proactively hedge
at commodity peaks.
• The Executive Directors
actively engage with our lending
groups during the year.
The importance of an open dialogue with the UK Government and
opposition parties has never been so critical with operators in the UKCS
facing both fiscal and regulatory changes in the sector. The core aim of
our engagement during the year has been to highlight the importance
of our sector and the continued investment in our domestic assets to
support highly skilled jobs and the attainment of the UK’s energy security
and decarbonisation objectives.
Our ability to operate depends on satisfying licensing and other
regulatory requirements. We continue to maintain strong and transparent
relationships with the regulators to ensure we comply with regulations,
maintain our licence to operate, satisfy consenting obligations and
contribute to the evolving regulatory framework.
How we engage
• Participation in fiscal and
regulatory consultation
processes
• Fiscal Forums
• Industry roundtable events
• Meetings with key advisors
• Meetings with North Sea
Transition Authority (NSTA),
Offshore Petroleum and
Regulators for Environment and
Decommissioning (OPRED)
How the Board engages
• Executive directors meet with
HM Treasury, the Department
for Energy Security and Net
Zero, and the North Sea
Transition Authority.
• Board meeting updates on
UK government consultation
processes and outcomes.
Engagement outcomes and highlights in 2025
€450 million notes offering and upsizing
of our Reserves Based Lending facility by
$300m
2026 Hedge book protection
>80%
Engagement highlights in 2025
EPL successor regime, the Oil and Gas Price Mechanism,
to be introduced in
2030
Participation in significant consultation processes in 2025
3 fiscal and regulatory consultations
Lenders
Government and regulators
Board leadership and Company purpose continued
Engaging with our stakeholders continued
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How the Board
monitors culture
How the Board monitors culture
During the year, the Board assessed the Group’s culture
through a range of qualitative and quantitative indicators
and undertook the following actions to assess how the
culture was embedded into the organisation:
• Reviewing the results of employee engagement
surveys and overseeing management’s response to
areas of focus identified by employees.
• Embracing two-way communications, using leadership
breakfasts, recognition lunches and bringing on
board the Senior Leadership Team for effective cross
function working.
• Receiving regular updates from the EVP People
and Culture, on cultural integration following the
completion of the Business Combination with Eni UK
in October 2024, including progress against agreed
integration milestones.
• Reviewing and approving workforce policies and practices
to ensure continued alignment with the Company’s
purpose and values, including the Code of Conduct.
• Monitoring any reports or concerns that have been
raised through HR or the Whistleblower helpline under
the Whistleblowing Policy (see pages 100 and 121).
• Reviewing and approving the Group’s Gender and
Ethnicity Pay Gap Report and monitoring related
trends and actions.
• Overseeing diversity and inclusion matters through
regular updates at the Nomination and Governance
Committee.
• Monitoring health and safety performance, including
initiatives to reduce lost time injuries, through the
Health, Safety, Environment and Security Committee
and monthly performance reporting.
• Considering feedback from shareholder engagement,
including views on executive and wider
workforce remuneration, through
the Remuneration Committee.
• Reviewing and approving the
wider workforce reward
framework to ensure
incentives support the
desired culture and
behaviours, through
the Remuneration
Committee.
The Board plays a central role in monitoring, assessing and reinforcing
the culture of the Group and its alignment with the Company’s
purpose, values and strategy.
The Board considers culture to be a key driver of sustainable performance, effective risk
management and long-term value creation. Our purpose is underpinned by our five core values.
Our values guide how we work safely, resiliently, collaboratively, openly and considerately.
These values align with the organisational goals that create a differential advantage and
emphasise excellence throughout the business.
Our purpose
To serve today’s energy needs
securely, responsibly and
safely, while maximising
shareholder returns.
Our values
Our five core values guide how we work responsibly, resiliently,
collaboratively, openly and considerately.
Make it safer
Deliver results
Bring strength
Express yourself
Be considered
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Board leadership and Company purpose continued
Site visits
Site visits are important as they allow the Board to directly engage with the workforce,
whilst also deepening its understanding and knowledge of our operations.
Read more about how the Board engages with its stakeholders on pages 84 to 90.
IN FOCUS – STABILITY
Site visit to Captain
campaign operations
In July 2025, Deborah Gudgeon, Independent
Non-Executive Director, Yaniv Freidman,
Executive Chairman, and Odin Estensen,
COO, visited the Captain platform to see the
campaign work in action.
With 355 people on board across the Safe Caledonia and
WPP during the flotel campaign, the scale and complexity
of turnaround operations were significant. Yaniv, Deborah
and Odin spent the day with the team, meeting with offshore
leadership and safety representatives, and taking part in a
town hall discussion with Ithaca Energy leaders.
IN FOCUS – STRENGTH
Executive Chairman’s
site visit to Cygnus
In September 2025 Yaniv, our Executive Chairman, visited our
Cygnus platform and the Valaris Norway, which successfully
completed the C12 well in Q4 2025. He spent a busy day meeting
platform leadership, safety representatives and the crew onboard,
as well as holding a very well attended town hall. The meeting with
safety representatives was open and transparent, demonstrating
their commitment to Stop Work Authority and teamwork as key
principles for the crew.
Board leadership and Company purpose continued
Engaging with our stakeholders continued
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Code in action – Board leadership and Company purpose
Principles How does the Board apply this principle? Further information
A
A successful company is led by an effective and
entrepreneurial board, whose role is to promote
the long-term sustainable success of the company,
generating value for shareholders and contributing
to wider society. The board should ensure that the
necessary resources, policies and practices are in
place for the company to meet its objectives and
measure performance against them.
The Board provides strategic leadership and ensures the Company and its management remain focused on
delivering long-term sustainable value for all stakeholders.
The Board regularly challenges management to ensure the necessary resources and Group policies and
practices are in place to allow the Company to meet its objectives and measure performance.
Chair’s Introduction – see page 89
Board biographies – see pages 92 to 93
Workforce policies and practices – see
page 100
Key Performance Indicators – see pages
32 to 33
B
The board should establish the company’s purpose,
values and strategy, and satisfy itself that these and
its culture are all aligned. All directors must act
with integrity, lead by example and promote the
desired culture.
The Board recognises the importance of the Group’s culture in supporting sustainable performance and
long-term success. It sets the Company’s purpose, vision and values. During the year, the Board agreed the
strategic direction of the Company and monitored the evolution of the Company’s culture following the
Business Combination with Eni UK in October 2024. In January 2026, the Board, as part of its strategy
review, redefined the Company’s purpose to better reflect and align with the priorities of all stakeholders.
Purpose, values and culture – see pages 4, 61
and 105 to 106
How the Board monitors culture – see pages
105 to 106
Employee engagement – see pages 60 to 65
and 101
Strategy – see pages 28 to 31
C
Governance reporting should focus on board
decisions and their outcomes in the context of the
company’s strategy and objectives. Where the board
reports on departures from the Code’s provisions, it
should provide a clear explanation.
The Directors carefully consider all matters presented to the Board, taking a number of factors into
consideration when making decisions, including the Company’s strategy and objectives, Directors’ duties
set out in s.172 of the Act and the Company’s stakeholders.
Departures from the Code are set out in the Governance report, along with a clear explanation as to why
the Group has departed from the Code.
Key Board activities – see pages 96 to 97
Principal Board decisions and outcomes – see
pages 98 to 99
Strategy – see pages 28 to 31
Division of responsibilities – see pages 108
to 110
D
In order for the company to meet its responsibilities
to shareholders and stakeholders, the board should
ensure effective engagement with, and encourage
participation from, these parties.
The Board is accountable to shareholders for the effective management of the Company’s operations and
for maintaining high standards of corporate governance in support of the Company’s long-term strategy
and sustainable value creation.
The Board engages regularly with all stakeholders, including major shareholders, governments, suppliers,
partners and employees. Engagement with the workforce is supported through the Workforce
Engagement Director.
Engaging with our stakeholders – see pages
101 to 104
Site visits – see page 106
Workforce engagement – see page 101
E
The board should ensure that workforce policies
and practices are consistent with the company’s
values and support its long-term sustainable success.
The workforce should be able to raise any matters
of concern.
Workforce policies are reviewed by the Board and are aligned with the Company’s values. Any employee
can raise matters of concern confidentially through the Whistleblower helpline.
Workforce policies and practices – see page
100
Whistleblowing Policy – see pages 100
and 121
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Board leadership and Company purpose continued
Division of responsibilities
Well defined responsibilities and accountability
Board of Directors
Board Committees
Executive Leadership Team
Audit and
Risk Committee
See more on page 117 to 121
Remuneration
Committee
See more on page 124 to 150
Nomination and
Governance Committee
See more on pages 114 to 116
Health, Safety, Environment and Security Committee
See more on page 122 to 123
Non-Executive Directors Executive Directors
General Counsel and
Company Secretary
Disclosure Committee
Governance framework
Governance framework
The governance framework for the Board is clearly documented
in the Ithaca Energy plc Articles of Association, Division of
Responsibilities, Schedule of Matter Reserved to the Board and
Terms of Reference for each Committee which are all available
on our website at www.ithacaenergy.com/about-us/governance
Board of Directors
The overall role of the Board is to ensure the long-term
sustainable success of the Group, making considered decisions
for the enduring benefit of its shareholders and relevant
stakeholders. The Board is chaired by the Executive Chairman
and makes decisions in relation to the Group’s business in
accordance with its Schedule of Matters Reserved to the Board.
Responsibilities of the
Executive Leadership Team (ELT)
Chaired by the CEO, the ELT meets on a weekly basis.
The ELT is responsible for the operational management
of the Group and for defining and driving the business
priorities that will achieve delivery of the Group’s strategy.
The ELT discharges its responsibilities through a number
of management committees, including the Investment
Committee and the Enterprise Risk Management
Committee.
Disclosure Committee
The Disclosure Committee is a committee of the Executive
Directors and General Counsel and Company Secretary and is
responsible for ensuring the timely and accurate disclosure of
all information that is required to be disclosed to the market to
meet its legal and regulatory obligations.
Board activities – see pages 96 to 97. Principal decisions of the Board – see pages 98 to 99. Director biographies – see pages 92 to 93.
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Executive Chairman
The Executive Chairman is accountable for the
leadership of the Board and has responsibility for
ensuring the Board’s overall effectiveness and
governance while promoting a strong culture of
openness and debate. The Executive Chairman
is primarily focused on setting and developing
the Company’s strategy, setting and sustaining
the culture and purpose of the Company and
ensuring there is effective communication and
messaging between the Board, the Executive
Leadership Team, shareholders and the
Company’s wider stakeholders. The Executive
Chairman works collaboratively with the Chief
Executive Officer in setting the Board agenda
and ensuring that any actions agreed by the
Board are effectively implemented.
Senior Independent Director
The Senior Independent Director provides a
sounding board for the Executive Chairman
and provides a communication conduit between
the Executive Chairman and the Non-
Executive Directors as well as serving as an
intermediary between the other Directors and
the shareholders as and when necessary. The
Senior Independent Director has an important
role on the Board in leading on corporate
governance issues and being available as an
additional point of contact for shareholders
and other stakeholders if they have concerns
that are not satisfactorily resolved by the
Executive Chairman. The Senior Independent
Director further ensures an annual performance
evaluation of the Executive Chairman, with the
support of the Non-Executive Directors.
Non-Executive Directors
The Non-Executive Directors, both
independent and nominated, come with
their wealth of business and commercial
expertise from many industry sectors with
objective judgement which allows them to
constructively challenge the actions of the
Group’s management and Leadership Teams.
They provide a crucial role in providing assurance
that the Executive Directors are exercising good
judgement when it comes to decision-making
and their delivery of the Group’s strategy.
The Non-Executive Directors receive regular
updates from the Group’s management and
Executive Leadership Team to allow them to
monitor both the performance of the Group and
the culture within the organisation. See more on
the independence of the Directors on page 110.
Chief Executive Officer
The Chief Executive Officer leads the Executive
Leadership Team and is accountable to the
Board. His role is to develop, in conjunction
with the Executive Chairman, implement and
deliver the agreed strategy. The Chief Executive
Officer oversees the operational and strategic
management of the Company and contributes
to the succession planning and implementation
of the organisational structure of the Group.
Chief Financial Officer
The Chief Financial Officer provides financial
leadership to the Group and is responsible
for providing accurate and detailed financial
information to the Board on the performance
and developments across the business.
Additionally, he supports the Executive
Chairman and the Chief Executive Officer in
providing executive leadership to the Group and
implementing the Group strategy.
General Counsel and Company Secretary
The General Counsel and Company Secretary
supports the Board in ensuring all policies,
processes, information and resources are
in order to ensure the Board can operate
effectively and efficiently. She supports the
Executive Chairman in the provision of accurate
and timely information to the Board, its
Committees and between senior management
and the Non-Executive Directors. The General
Counsel and Company Secretary is responsible
for advising the Board on all governance
matters. She assists with the ongoing
training and development of the Board and is
instrumental in facilitating the induction of new
Directors. The appointment and removal of the
Company Secretary is a Board matter. Each
Director has access to the advice and services of
the General Counsel and Company Secretary.
The roles of the Executive Chairman and Chief
Executive Officer are held separately, and
their responsibilities are well-defined, set out
in writing and are regularly reviewed by the
Board. In addition, there is a clear division of
responsibilities, which ensures accountability
and oversight, between the Executive
Directors and the Non-Executive Directors,
both independent and nominated.
Board roles
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Corporate governance Financial statementsStrategic reportCompany overview
Division of responsibilities continued
Division of responsibilities continued
Code in action – Division of responsibilities
Principles How does the Board apply this principle? Further information
F
The chair leads the board and is responsible for its
overall effectiveness in directing the company. They
should demonstrate objective judgement throughout
their tenure and promote a culture of openness and
debate. In addition, the chair facilitates constructive
board relations and the effective contribution of all
non-executive directors, and ensures that directors
receive accurate, timely and clear information.
The Company has an Executive Chairman and as such he is not considered to be independent, as
recommended by Provision 9 of the Code. The Board considers that the role of an Executive Chairman is
in the best interests of the Group. The Executive Chairman brings to the Board significant global executive
experience and the benefit of his sound leadership and significant experience ensures the ongoing
commercial success of the Group. The Directors are of the view that there is sufficient challenge and
judgement on the Board to ensure highly-effective, independent governance.
The Executive Chairman promotes an active culture of openness and debate, he facilitates constructive
Board discussions to ensure all Directors contribute effectively whilst ensuring receipt of accurate, timely
and clear information.
Division of responsibilities – see pages 108
to 110
Board independence – see page 110
Board performance review – see pages 111
to 112
Board activities – see pages 96 to 99
Timely, clear information – see page 94
G
The board should include an appropriate combination
of executive and non-executive (and, in particular,
independent non-executive) directors, such that no
one individual or small group of individuals dominates
the board’s decision making. There should be a clear
division of responsibilities between the leadership
of the board and the executive leadership of the
company’s business.
As recommended by Provision 11 of the Code at least half the Board, excluding the Chair, should be
Non-Executive Directors whom the Board considers to be independent. Following the appointment of
Geraldine Murphy to the Board as an Independent Non-Executive Director in October 2025, there are
now 14 Directors on the Board. Three Executive Directors, five nominated Non-Executive Directors
and six Independent Non-Executive Directors. Whilst we have increased the number of independent
Non-Executive Directors to the Board, we still fall below the recommended threshold of the Code. The
Board believes that all our Non-Executive Directors, whether nominated or independent, bring sufficient
diversity and experience to the Board and that the Board continues to promote effective discussion and
decision-making. There is representation on the Board from two key shareholders and given the current
size of the Board it would be ineffective to increase the number of Directors to comply with the Code.
In November 2025, the Board re-affirmed that the Independent Non-Executive Directors remain
independent from executive management and free from any business or other relationship which could
materially interfere with the exercise of their judgement.
Division of responsibilities – see pages 108
to 110
Board biographies – see pages 92 to 93
Board independence – see page 90
Relationship agreements – see pages 151
to 152
Appointment of Geraldine Murphy as
Independent Non-Executive Director –
see pages 114 and 116
H
Non-executive directors should have sufficient time
to meet their board responsibilities. They should
provide constructive challenge, strategic guidance,
offer specialist advice and hold management
to account.
The Non-Executive Directors commit sufficient time to fulfil their responsibilities, including providing
constructive challenge, contributing to the development of the Company’s strategy and holding
management to account for performance.
The Senior Independent Director meets regularly with the Non-Executive Directors without the
Executive Directors present.
Role of the Non-Executive Directors –
see page 109
I
The board, supported by the company secretary,
should ensure that it has the policies, processes,
information, time and resources it needs in order to
function effectively and efficiently.
All Directors have access to the Company Secretary who provides advice and support on all
governance matters.
Division of responsibilities – see pages 108
to 110
Board biographies – see pages 92 to 93
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Corporate governance Financial statementsStrategic reportCompany overview
The effective functioning of the Board and its
Committees is key to the success of the Company and
Ithaca Energy recognises that performance evaluation is
extremely valuable in contributing to the effectiveness of
the Board.
Due to the significant number of changes to the Board
during 2024, the Board concluded that it would gain
most value from an external Board evaluation in 2026
when dynamics and roles are fully established. The Board
therefore agreed that an internal Board review, using an
online questionnaire, would be more appropriate this year.
The Board further agreed to undertake an external
evaluation of the Board’s performance in 2026. To
achieve this, and following a comprehensive tender, the
Board appointed Catherine Stalker at Harper Webb to
carry out the performance review. The process will involve
reviewing documents, interviewing Board members and
observing meetings.
The 2025 Board performance evaluation was an
internally facilitated review conducted using a detailed
questionnaire focused on seven areas, strategy; Board
discussions during 2025; risk and internal controls; Board
composition and succession; stakeholders; Board process;
and leadership, as well as the Board’s interactions with
each of the Audit and Risk, Nomination and Governance,
Remuneration, and Health, Safety, Environment and
Security Committees.
To ensure continuity and alignment with best practice,
Catherine Stalker reviewed and provided input on the
questionnaire, supporting consistency with the externally
facilitated review planned for 2026.
Composition, succession & evaluation
Board performance review 2025
IN FOCUS – STRENGTH
Outcome of 2025 Board performance review
On completion of the questionnaire, the results were carefully collated and anonymised before being presented in detail to both the
Senior Independent Director and Executive Chairman, and finally the Board for discussion.
Key focus areas for the Board and Committees for 2026
Board discussions Stakeholders Nomination and Governance Committee
Increase the Board’s visibility of
the wider senior team.
Enhance workforce engagement
mechanisms.
Increased focus on succession
planning for ELT members.
Enhance HSE discussions
at Board.
The report included a summary of comments and
suggestions, together with the rating allocated to each
question by Directors.
Separately, feedback on the Executive Chairman’s
performance was gathered and discussed with
the Senior Independent Director. The Executive
Directors’ performance was also reviewed, and this
feedback was communicated to the Nomination and
Governance Committee.
Zvika Zivlin, our Senior Independent Non-Executive
Director, commented, “Overall, the evaluation
confirmed that the Board continues to operate
highly effectively. The evaluation demonstrated a
committed and engaged Board that benefits from
strong expertise and constructive challenge. It
also reflected a culture of open and constructive
debate, with Directors providing robust challenge
and drawing on a wide range of experience. It was
pleasing to see that there was high agreement
among the Board regarding management’s robust
analysis of performance, particularly when discussing
our strategy. It is also reassuring to note that our
processes for risk management and internal controls
are considered strong and effective. This recent
review of the Board’s Committees confirmed that
they are performing to a fully effective standard,
which is testament to the commitment and diligence
of everyone involved. Additionally, I am pleased that
the Board has continued to advance its governance
practices over the past year, by engaging in focused
governance sessions and placing a strong emphasis
on diversity and succession oversight, ensuring we
are well positioned for the future. Thank you all for
your ongoing dedication and contributions to these
positive developments.”
Several key focus areas for the Board and
Committees were highlighted as part of the review,
and these will be used to inform and shape future
agendas and discussions throughout 2026.
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Composition, succession & evaluation continued
Board performance review 2025
Board performance review 2024
The Board performance review process in 2024 highlighted a number of areas of focus for the
Board and an update on the progress made during the year in these areas is set out below.
Board evaluation
2024 area of focus Progress made in 2025
Increase Board focus on
management of cyber risk.
• In November 2025, the Audit Committee received a detailed update on cyber security risk and the Board undertook a
dedicated training session on cyber security delivered by Pinsent Masons LLP.
• This strengthened the Board’s understanding of the evolving cyber threat landscape and enhanced oversight in this key
risk area.
• Focus on cyber security will continue into 2026, and beyond.
Ensuring the Board has the
right mix of skills and expertise.
• On 1 October 2025, the Board appointed Geraldine Murphy as an Independent Non-Executive Director. Geraldine brings
deep expertise in finance and M&A enhancing the Board’s collective capability as the Company drives its growth strategy.
• More information on the Directors skills and experience can be found on page 90.
Greater focus on
implementation of the
DE&I strategy.
• The appointment of Geraldine Murphy during the year increased female representation on the Board, supporting the Board’s
commitment to diversity and inclusion.
• In addition, the refreshed DE&I Network reinforces Ithaca Energy’s commitment to fostering an inclusive and welcoming
environment for all employees, providing a framework to support engagement, development and belonging across the
workforce. Further information is set out on page 65.
Improve workforce engagement
mechanisms following the
Business Combination with Eni
UK, with a focus on Company
values and culture.
• A range of initiatives were undertaken during the year to strengthen workforce engagement. In July 2025, Deborah Gudgeon,
Independent Non-Executive Director, undertook a site visit to Captain to engage directly with the offshore workforce. See
more on page 106.
• In October 2025, the Company re-launched it values, including the introduction of a new value, ‘Make it safer’, with several
Independent Non-Executive Directors, including Lynne Clow, Director of Workforce Engagement, attending and speaking to
employees on a one-to-one basis. See more on page 61.
Following the Business
Combination with Eni UK,
review the timing and number
of Board meetings.
• The number and timing of Board and Committee meetings were reviewed during the year and were considered to
be appropriate.
• This area will continue to be kept under review.
Improve Board inductions
and development.
• A new Board induction process was developed and implemented during the year.
• See more on Geraldine Murphy’s induction on page 116.
Increased focus on
succession planning.
• The Nomination and Governance Committee held a number of discussions during the year on succession planning. See more
on page 114.
The questionnaire has been designed to encourage
Directors to optimise their contribution to the success
of the Group and add value, beyond their statutory
requirements, by building on existing strengths, agreeing
on the challenges ahead and preparing for the future. It
further provides an opportunity for the Non-Executive
Directors, through their exposure on other company
boards, to draw on their experience and suggest where
improvements can be made.
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Code in action – Composition, succession and evaluation
Principles How does the Board apply this Principle? Further information
J
Appointments to the board should be
subject to a formal, rigorous and transparent
procedure, and an effective succession plan
for the board and senior management should
be maintained. Both appointments and
succession plans should be based on merit
and objective criteria. They should promote
diversity, inclusion and equal opportunity.
The Nomination and Governance Committee is responsible
for ensuring that plans are in place for orderly succession to the
Board and senior management positions. Provision 17 of the Code
recommends that a majority of the Committee members should be
Independent Non-Executive Directors. The Committee consists of
the Executive Chairman, who is not considered to be independent,
two Nominated Non-Executive Directors and three Independent
Non-Executive Directors. The Directors are of the view that
there is sufficient independent challenge and judgement on the
Committee to ensure highly-effective, independent governance.
During the year, the Committee oversaw the recruitment of
the newly appointed Independent Non-Executive Director,
Geraldine Murphy. The appointment followed a formal, rigorous
and transparent process and was supported by an external search
agency. The Committee continues to work on succession planning
for both the Board and senior management of the Company.
Induction process – see pages 114
to 115
Succession planning – see page 114
K
The board and its committees should have
a combination of skills, experience and
knowledge. Consideration should be given to
the length of service of the board as a whole
and membership regularly refreshed.
The Board and Committees maintain a balanced mix of skills,
experience, knowledge and diversity. The Nomination and
Governance Committee reviews the skills matrix and Director
tenure annually to align succession planning with business needs.
Board skills and knowledge – see
page 90
L
Annual evaluation of the board should
consider its performance, composition,
diversity and how effectively members work
together to achieve objectives. Individual
evaluation should demonstrate whether each
director continues to contribute effectively.
The Board and its Committees undertake an annual
performance evaluation.
The 2025 performance review was conducted through an internal
questionnaire, overseen by Catherine Stalker at Harper Webb
Limited, who has been appointed to undertake the 2026 external
review. The performance review concluded that the Board
continues to operate effectively.
Catherine Stalker has no connection to the Company or any of
its Directors.
Board evaluation – see pages 111
to 112
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Corporate governance Financial statementsStrategic reportCompany overview
Composition, succession & evaluation continued
Board Performance Review 2025
Composition, succession & evaluation continued
Nomination and Governance Committee report
The Committee’s key objective is
to ensure that the Board and the
Executive Leadership Team is comprised
of individuals with the requisite levels
of skills, knowledge, experience and
diversity to deliver the long-term
success of the Group.”
Yaniv Friedman,
Executive Chairman & Committee Chair
Dear shareholder,
I am pleased to present the Nomination and
Governance Committee (the Committee)
Report for the year ended 31 December 2025.
This report provides an overview of the Committee’s
principal activities and key areas of focus during the year.
Role of the Committee
The primary objective of the Committee is to ensure that
Ithaca Energy’s Board and Executive Leadership Team
are diverse and qualified, with the skills, experience and
ability to deliver the long-term success of the Company.
The Committee is further charged with evaluating the
performance of the Directors each year, measuring how
they are performing their roles against the objectives and
the goals they have set for themselves. This is a critical
tool for assessing Board effectiveness and efficiency.
Terms of reference
The terms of reference of the Committee, setting out
the key responsibilities of the Committee are available on
the Company’s website. They are reviewed on an annual
basis and if there are any changes they are recommended
to the Board for approval. There were no changes to the
Terms of Reference during the year.
Activities during the year
The Committee has specific responsibilities on behalf of
the Board, and these are detailed in the report below.
Board changes and succession planning
Following the significant Board changes in 2024, the
past year has been comparatively stable. As part of the
Committee’s succession planning and as disclosed in last
year’s Annual Report and Accounts we were advanced
on our search for a new Independent Non-Executive
Director and in September, we were delighted to
announce the appointment of Geraldine Murphy to the
Board, with effect from 1 October 2025.
Geraldine’s appointment supports the Committee’s
objective to increase the minimum number of women on
the Board, which has now increased from 15% to 21%.
Details of Geraldine’s recruitment process can be found
on page 116 and her biography can be found on page 93.
During the year, the Committee continued to focus on
succession planning for both Independent Non-Executive
and Executive Director roles. It was concluded that
regular reviews would be valuable and that the Committee
would continue to engage with shareholders and key
stakeholders to ensure alignment on succession planning
priorities and processes.
Induction and training
All Directors who join the Board receive a comprehensive
induction programme, which includes an induction pack,
covering a range of topics including recent operational
performance and strategic direction, key areas of the
business and Directors’ duties and responsibilities. The
induction pack also includes information about Board
processes and administration including meeting dates,
key Company policies and governance documentation as
well as Ithaca’s Share Dealing Policy. Directors are also
given access to the Board portal containing Board and
Committee papers, minutes and resource materials.
The induction involves meetings with the members of
the Board, together with the members of the Executive
Leadership Team, focusing on matters within their areas of
responsibility. Directors are also offered the opportunity
to meet with our external advisors. More information
on the appointment process and induction of Geraldine
Murphy, our new Independent Non-Executive Director,
can be found on page 116.
The training needs of Directors are reviewed as part
of the Board’s annual performance review and is an
ongoing process. Training can include external courses or
webinars organised by professional advisors and internal
Details on Committee membership
and attendance can be located in
the Governance at a glance section
on page 90.
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presentations from the Executive Leadership Team to
ensure that Directors’ knowledge, skills and familiarity
with the Company’s business is maintained. Directors
are regularly updated, both at Board meetings and
through information provided between meetings, on
the Company’s operations and any significant factors
affecting it.
During the year, updates were provided to the Board
and Committees via the General Counsel and Company
Secretary on cyber security, mandatory reporting and
legal/governance changes. With regards to the latter,
teach-ins were provided by Pinsent Masons LLP and
specifically covered a refresher on the legal and regulatory
framework, Directors’ Duties and the UK Market
Abuse Regulation.
Workforce engagement
The Board has a variety of means to engage directly with
employees throughout the year, including the Employee
Consultation Forum (ECF) and through the work of
the Company’s Workforce Engagement Director. The
Committee recognises the benefits of engaging openly
with people through various forums. Lynne Clow is Ithaca
Energy’s Workforce Engagement Director and Chairs the
Employee Engagement Group, meeting with the ECF
for their insights, incorporating their feedback into the
Board’s decision-making and providing guidance across
the Company’s workforce engagement programme.
The Workforce Engagement Director has met with
office-based staff several times during the year and will
continue to ensure there is more formal engagement with
offshore crews going forward. The ECF plays an integral
role in improving communication, involving employees
in the business of the Company through information
sharing, communication and engagement. It is a forum
through which management can communicate and
discuss issues which have widespread application, either
to all employees or certain groups of them, providing the
opportunity to consult over business-related issues and
gain commitment to implementing new ideas and new
ways of working to improve the organisation. Employees
can contact the ECF either through the ECF mailbox
or by speaking with a member of the ECF. All questions
submitted are done so in confidence and names are not
passed to management or HR.
The forum met three times during 2025 discussing
both onshore and offshore issues including politics, pay,
working conditions, healthcare as well as the integration
with Eni UK following the Business Combination in
October 2024. Outside of the formal ECF forum
meetings, weekly meetings with HR and management
were held.
The Board discussed the outputs of the ECF with the
Executive Leadership Team throughout the year, to
support the evolution of the Company’s culture by
building on feedback received from employees. Lynne
Clow leads the Board’s efforts to engage with the ECF
to increase engagement levels and build a strong culture
within the organisation.
Diversity, equity and inclusion
The Committee understands the strategic importance
of DE&I, both in the boardroom and across the whole
business, and more information on how Ithaca Energy’s
DE&I Policy helps create an open, diverse and inclusive
organisation where everyone feels engaged and supported
can be found on page 65.
Inclusivity remains a core value and our aim is for everyone
to feel comfortable to be themselves, feel listened to
and be able to express themselves. We are committed
to an ongoing programme of equity and inclusion for all.
The Board supports the principles of gender and ethnic
diversity and pays close attention to the international
nature of its makeup.
Members of the Board and the Executive Leadership
Team collectively possess diversity of gender, national
birthplace, social backgrounds, cognitive and personal
strengths, along with a combination of skills, experience
and knowledge – all of which are vital for the effective
operation of the Board and oversight of the Group.
We believe that Board diversity makes us a better
and more sustainable business, contributing to high
performance and enhanced commercial results. As well as
a diverse Board, we promote an open and inclusive culture
in Board and Committee meetings, where all Directors
are encouraged to share their views and all views are taken
into account without bias or discrimination.
The Board Diversity, Equity and Inclusion Policy was
approved and adopted by the Board in May 2024, which
sits alongside the Company’s core values as supported
by a set of behaviours, the Company’s general Diversity,
Equity and Inclusion Policy, the Code of Conduct and
associated policies.
While the Board is supportive of the FCA’s UK Listing
Rule on diversity and inclusion, requiring that: (i) at least
40% of the Board are women; (ii) at least one senior
Board position (Chair, CEO, CFO or SID) is a woman; and
(iii) at least one Board member is from a minority ethnic
background, it acknowledges that as at 31 December
2025, targets (i) and (ii) have not yet been met.
Whilst we have yet to reach the 40% target, the Board
continues to put these targets to the front of mind when
searching for new Board appointments and recognises the
importance that diversity brings.
New Directors with technical and professional skills to
complement the existing mix of skills and experience on
the Board will be sought. All appointments to the Board
are based on merit. Candidates will be considered against
appropriate criteria, including diversity of social and
ethnic backgrounds, as well as of cognitive and personal
strengths, in addition to gender diversity since the primary
consideration is to maintain and enhance the Board’s overall
effectiveness to deliver strong performance and growth, in
line with the Company’s ongoing strategic objective.
Committee performance evaluation
The Committee’s annual performance review exercise
was carried out in December 2025 and a key area for the
Committee for 2026 will be to continue the focus on
succession planning. See page 111.
The Board Diversity, Equity and Inclusion Policy objectives are:
• Encourage a diverse and inclusive working environment in the boardroom where everyone
is accepted, valued and receives fair treatment without discrimination or prejudice;
• Make all appointments to the Board on merit against objective criteria which takes into
account skills, knowledge and experience alongside all aspects of diversity, including but
not limited to, those described above;
• Consider candidates for appointment to the Board from as diverse a pool of applicants
as possible and ensure that the recruitment and selection process has been reviewed to
mitigate bias; and
• As a minimum, set a target of at least 40% of Board members who are women, at least
one senior Board position (Chair, CEO, CFO or SID) held by a woman, and at least one
member of the Board is from a minority ethnic background.
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Composition, succession & evaluation continued
Nomination and Governance Committee report continued
IN FOCUS – SCALE
Appointment of Geraldine Murphy,
Independent Non-Executive Director
During 2025, this process continued and we were
pleased to appoint Geraldine Murphy to the Board as
an Independent Non-Executive Director in October
2025. Her appointment and onboarding process is
set out below. Her biography can be found on
page 93.
Appointment and onboarding process
1. Skills review
Identified the need for an additional independent
Non-Executive Director and reviewed the current
expertise and experience of the Board to identify
areas where the Board could benefit from additional
knowledge and input.
2. Identification of candidates
Engaged executive search firm Russell Reynolds
Associates (RRA), providing them with a detailed
candidate brief. RRA does not have any connection
with the Company nor its Directors. A diverse longlist
of candidates were carefully considered by the
Committee, leading to a shortlist.
3. Interviews
Members of the Committee met with the shortlisted
candidates assessing their alignment with the
Company’s culture and values. This resulted in two
final candidates being identified who were then
interviewed by the remaining Board members.
4. Appointment
The Committee agreed that Geraldine was the
best candidate, possessing the necessary skills
and experience required to strengthen the Board.
Geraldine’s appointment was recommended to the
Board and announced in September 2025.
5. Induction
Geraldine joined the Board and HSES Committee
on 1 October 2025 and has undergone a thorough
induction programme including:
• Introductory meetings with the CEO, CFO and
General Counsel and Company Secretary.
• Undertook Market Abuse Regulation and
Directors Duties training.
• Tailored meetings with senior management,
including an in-depth induction with the EVP of
HSE for her role on the HSES Committee, and
M&A and operational deep dives with the EVP
of Business Development & Commercial and
COO respectively.
• Attended the ‘One Vision, One Ithaca’ employee
event at the Aberdeen office. The event focused
on the roll-out of the Company’s values and
culture. See page 61.
Composition, succession & evaluation continued
Nomination and Governance Committee report continued
FCA Diversity Disclosure Table
In accordance with UK Listing Rule 6.6.6R (10), the
Company’s diversity data, as at the reference date of
31 December 2025 is set out opposite. The figures were
calculated based on the data provided by the Board and
Executive management upon appointment.
Focus areas for 2026
For 2026, the Nomination and Governance Committee
will be focused on succession planning for senior
management and will continue to monitor that the
Company’s strategy is aligned with its vision and values.
Yaniv Friedman
Committee Chair
Reporting on gender identity at year-end 2025
(Relevant persons were provided with a copy of UKLR9 Annex 2 which each completed)
Number of
Board
members
%
of the Board
Number of
senior
Board positions
Number in
executive
management
% of executive
management
Men 11 79% 4 7 78%
Women 3 21% 0 2 22%
Reporting on ethnic background at year-end 2025
(Relevant persons were provided with a copy of UKLR9 Annex 2 which each completed)
Number of
Board
members
%
of the Board
Number of
senior
Board positions
Number in
executive
management
% of executive
management
White British or other white (including minority-white groups) 8 57% 2 8 89%
Mixed/multiple ethnic groups 2 14% 1 – –
Asian/Asian British – – – –
Black/African/Caribbean/Black British – – – – –
Other ethnic group 4 29% 1 1 11%
Not specified/prefer not to say – – – – –
As stated in the Annual Report and Accounts 2024, the Nomination & Governance Committee
had begun a recruitment process to identify a suitable female candidate to enhance not only the
independence of the Board but to bring complimentary skills and experience to the Company.
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ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025 116
Audit, risk and internal control
Audit and Risk Committee report
This report sets out the Committee’s
work to ensure the interests of the
Group’s stakeholders are protected
through comprehensive systems
supporting both financial reporting
and risk management.”
Deborah Gudgeon,
Audit and Risk Committee Chair
Dear shareholder,
I am pleased to present the Audit and Risk
Committee (the Committee) report for the
year ended 31 December 2025.
This report provides an overview of the Committee’s
principal activities and key areas of focus and describes
how the Company has approached compliance with
the provision of the FRC’s Audit Committees and
the External Audit: Minimum Standard, during the
financial year.
The Committee members are considered to possess
the appropriate skills and experience required to
monitor and ensure the integrity of the Group’s financial
reporting, internal audit, internal financial control and
risk management systems and to support the Group’s
governance. I am a qualified accountant with extensive
experience of acting as Audit Committee Chair,
including in extractive industries. Mr Zivlin has extensive
executive experience, Mr Blackwood has significant
executive experience within the oil and gas industry,
and Mr Ginzburg is the chief financial officer of a global
operator and developer of renewable energy projects.
Further details on the Directors skills and experience can
be found on page 90.
In addition to the Committee members, the Executive
Chairman, the Chief Executive Officer, the Chief
Financial Officer, the Company Secretary, the Deputy
Company Secretary, the Head of Financial Reporting, the
Head of Internal Audit, Risk and Insurance, the External
Audit Partner and observers from Delek Group Ltd and
Eni S.p.A. routinely attend meetings of the Committee.
Other senior managers of the business are invited to
attend meetings as required to provide the Committee
with a deeper level of insight on relevant business matters.
Other members of the Board have an open invitation
to attend Committee meetings to facilitate a deeper
understanding of the business and support their role
as Directors of the Company. The Committee meets
periodically without management present and private
meetings are held with internal audit and external audit
without management present.
Role of the Committee
The Committee’s role is to assist the Board with the
discharge of its responsibilities in relation to financial
reporting, including reviewing the Group’s annual, half-
yearly and quarterly financial statements and accounting
policies, internal and external audits and the extent of the
non-audit work undertaken by external auditors.
In addition, it advises on the appointment of external
auditors and reviews the effectiveness of both external
and internal audit, internal controls, whistleblowing
and fraud systems in place within the Group. The
Committee further oversees and advises the Board on
the Group’s overall risk appetite, tolerance and strategy
and reviews the overall risk assessment process that
informs the Board’s decision-making. The Committee,
additionally, considers annually how the Group’s
internal audit requirements will be satisfied and makes
recommendations to the Board accordingly as well as on
any areas that need improvement or action.
Terms of reference
The terms of reference of the Committee, setting out
the key responsibilities of the Committee, are available on
the Company’s website. They are reviewed on an annual
basis and if there are any changes they are recommended
to the Board for approval. The terms of reference were
updated during the year to reflect the changes in the
Internal Auditors Standards and approved by the Board in
August 2025.
Activities during the year
During the year, the following financial reporting risks
were identified as being significant, based on feedback
from management and external auditors, and were
considered by the Committee in respect of the FY 2025
Annual Report and Accounts:
• Oil and gas reserves;
• Goodwill and oil and gas assets;
• Deferred tax recognition and recoverability;
• Business Combination accounting;
• Adequacy of decommissioning provisions; and
• Going concern.
Details on Committee membership
and attendance can be located in
the Governance at a glance section
on page 90.
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Further details of these significant risks are set out on
page 119.
The work of the Committee to the date of this report
broadly fell into the following areas, which are
summarised below:
Financial reporting
• Reviewed and approved the prior period adjustments
to share premium and merger reserve, as detailed in
note 2;
• Reviewed and approved the quarterly and half-yearly
financial statements and associated trading
update statements;
• Reviewed and approved the Group’s Annual
Report and Accounts and considered the material
accounting policies, principal estimates and
accounting judgements used in their preparation,
the transparency and clarity of the disclosures within
them, and compliance with international financial
reporting standards;
• Received regular reports from management on
distributable reserves;
• Considered and recommended to the Board the
interim dividends for 2025;
• Reviewed the basis for preparing the Group full-year
financial statements on a going concern basis. The
related disclosures in the Annual Report and Accounts
were, additionally, reviewed;
• Considered and approved management’s assessment
of the Group’s prospects and longer-term viability
contained in the Annual Report and Accounts;
• Considered and approved disclosures on climate-
related matters;
• Received reports from management and external
auditors on accounting, financial reporting and
taxation matters;
• Reviewed and assessed whether the Annual Report
and Accounts, taken as a whole, were fair, balanced
and understandable;
• Reviewed and approved the assumptions such as oil
and gas reserves, future commodity prices, growth
rates, resultant cash flows and discount rates used
in the impairment reviews and related disclosures
and sensitivities, including considerations around
climate change;
• Reviewed and approved the assumptions underpinning
decommissioning liabilities such as inflation and
discount rates and related disclosures and sensitivities;
• Reviewed and challenged the key assumptions
underpinning the business combination accounting; and
• Reviewed and endorsed the updated internal Reserves
and Resource Assessment process.
Internal control, risk management and internal audit
• Reviewed the structure and effectiveness of the
Group’s system of risk management and internal
control and the related disclosures in the Annual
Report and Accounts;
• Reviewed the risk management activities undertaken
by the Group in order to identify, measure and assess
the Group’s principal and emerging risks and review
the velocity and scale of these;
• Reviewed reports from the internal audit department
relating to control matters and monitored progress
against the internal audit plan;
• Reviewed status and progress of the ongoing work
to mature and develop internal controls for the
forthcoming changes in reporting requirements; and
• Assessed the effectiveness of internal audit by
considering the inputs and outputs of the activities
described above.
External audit
• Considered and approved the scope, audit plan, terms
of engagement and fees for external audit work to be
undertaken in respect of the FY 2025 audit;
• Received reports from the external auditor on
their findings regarding quarterly and half-year
financial statements;
• Received reports from the external auditor on their
findings in relation to the full-year audit;
• Considered the objectivity and independence of the
external auditor and the effectiveness of the external
audit process, taking into account their policies to
safeguard independence, non-audit work undertaken
by the external auditor and compliance with the
Company’s policy on the provision of non-audit
services and applicable regulations;
• Considered and recommended to the Board the re-
appointment of the external auditor; and
• Considered and approved letters of representation to
the external auditor in respect of the half-yearly and
full-year financial statements.
Governance and policy
• Considered and recommended to the Board updates
to the Hedging Policy, and Treasury and Risk Policy;
• Received deep dives on the Company’s
disaster recovery and business continuity plans,
decommissioning and cyber security; and
• Recommended to the Board an update to the
Committee’s terms of reference.
The matters the Committee considers to be the most
significant for the FY 2025 Annual Report and Accounts
can be found on page 119.
Internal control environment
The Board is responsible for establishing a framework of
prudent and effective controls, which enable risk to be
assessed and managed. The Committee is responsible
for reviewing the effectiveness of the Group’s risk
management and internal control systems, that include:
• Delegation of Authority that sets out clear authority
for specific matters requiring senior management and
Board approval;
• Annual financial budget and operational targets that
are monitored by management and the Board;
• Financial reporting processes and preparation of
financial statements that comply with relevant
regulatory reporting requirements;
• Risk management process to identify principal and
emerging risks and management’s response; and
• Risk-based internal audit programme.
Principal and emerging risks are discussed more fully on
pages 76 to 83 in the risk management section.
There are specific internal controls surrounding the
financial reporting process and the preparation of
financial statements, including clear guidance and
procedures to ensure that the Group’s financial reporting
processes and the preparation of consolidated financial
statements comply with all applicable regulatory and
financial reporting requirements.
These policies are applied consistently by the financial
reporting team and by other areas involved in the
preparation of financial information.
Monthly performance reports and quarterly detailed
management accounts are prepared and subject to
thorough review by management. These reports detail the
performance of the business and support the preparation
and processes for external financial reporting.
The Committee receives quarterly updates from the
Head of Internal Audit, Risk and Insurance on the
Group’s system of internal control, including details of
the design and effectiveness of key controls mitigating
financial, operational and compliance risk. Management
intends to continue to focus on further standardisation,
documentation and strengthening of internal controls
to give the Committee greater comfort around the
effectiveness of the control environment.
Overall, the Committee is satisfied that the Group’s
internal control framework was operating satisfactorily
during the year. The Committee will continue to work with
management to identify opportunities to further enhance
the internal control framework.
Audit, risk and internal control continued
Audit and Risk Committee report continued
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Significant risks and judgements How the Committee addressed these risks and judgements
Oil and gas reserves
The estimation of oil and gas reserves from existing and yet
to be commissioned fields is inherently judgemental. The
Group estimates its reserves using standard recognised
evaluation techniques. This estimate is reviewed internally
at least annually and is further reviewed at least annually by
independent consultants
The Committee reviewed the process applied by management to estimate oil and gas reserves, whether they were in line with general industry practice and were consistent with the
methodology applied in prior years.
The Committee reviewed differences between management’s view of reserves and those of a third-party expert, obtained satisfactory explanations of such differences and noted
that management’s estimates of proven and probable oil and gas reserves were materially in line with those prepared by independent consultants.
The Committee concluded that the methodology adopted for estimating oil and gas reserves, which is used, amongst other things, in impairment testing, deferred tax recognition
calculations and the going concern and viability assessments, was fair and reasonable.
Carrying value of
oil and gas assets
and goodwill
Significant judgement is required in determining whether
there are indications of impairment, and conducting an
impairment review involving the selection of suitable
assumptions for future commodity prices and discount
rate, applying the EPL and considering the impact of
climate change on long-term commodity prices.
In assessing the impairment reviews the Committee:
• Reviewed and challenged management’s key assumptions for the discount rate;
• Reviewed and challenged management’s key assumptions for future commodity prices; and
• Based on available market data, approved management’s long-term assumptions of $62/bbl in 2026, $65/bbl in 2027 and $70/bbl to $80/bbl thereafter for crude oil and 82p/
therm in 2026, 75p/therm in 2027 and 75p/therm to 79p/therm thereafter for UK NBP gas.
The Committee also considered the disclosures on impairment, including sensitivities, and concluded that they were appropriate. In addition, the Committee reviewed and approved
the assumptions regarding goodwill headroom of $125 million (2024: $419 million).
The Committee also considered the critical judgement in respect of the Rosebank field as set out in note 3.
Details of impairment reviews are set out in note 19 to the consolidated financial statements.
Deferred tax
recognition
and recovery
The calculation of deferred tax is typically complicated in
the oil and gas industry requiring significant estimation on
future performance and profitability of assets.
The Committee reviewed and challenged management’s projections of UK taxable profits, which were consistent with those utilised in impairment reviews, and which support the
recognition of the net deferred tax asset at 31 December 2025. The Committee was satisfied that these projections were reasonable. The Committee, additionally, reviewed and
challenged management’s assumptions with respect to accessibility of UK corporate tax history for decommissioning expenditure relief which further supports the recognition of a
net deferred tax asset of $362.0 million at 31 December 2025.
The Committee was satisfied that these assumptions were reasonable.
Further details of the net deferred tax asset are set out in note 28 to the consolidated financial statements.
Business combination
accounting
During the year, the Group made material business
combinations comprising the acquisition of JAPEX UK
and Spirit Energy’s 46.25% interest in the Cygnus field.
The accounting for these business combinations involves a
significant degree of estimation in arriving at the fair values
of assets and liabilities, including material deferred tax
assets and liabilities.
In assessing the accounting for the business combination, the Committee reviewed and challenged:
• Management’s key assumptions for valuing the assets, including future crude oil prices and UK NBP gas prices;
• Management’s key assumptions related to the valuation of decommissioning liabilities; and
• The taxation treatment of these items, together with the recognition of tax loss position acquired. The Committee concluded that these assumptions and valuation techniques
were reasonable.
Details of the business combination are set out in note 17 to the consolidated financial statements.
Adequacy of
decommissioning
provisions
Decommissioning cost estimates and assumptions are
inherently judgemental with the key assumptions, including
the decommissioning methodology (e.g. type of vessel
or type of work programme), day rates, durations and
discount rate.
In assessing the adequacy of decommissioning liabilities, the Committee:
• Reviewed and challenged management’s key assumptions; and
• Questioned and obtained satisfactory answers to significant changes for particular assets from FY 2024.
The Committee concluded that the methodology used was reasonable and the assumptions of supply chain rates and discount rates were appropriate and supported
decommissioning liabilities of $3,081.9 million at 31 December 2025.
Further details of decommissioning liabilities are set out in note 23 to the consolidated financial statements.
Going concern
and viability
In preparing the consolidated financial statements, the
Directors are required to consider the appropriateness of
the going concern basis of accounting.
The Committee reviewed management’s projections and resultant liquidity position. In addition, the Committee challenged the sensitivities modelled and agreed that they were
appropriate. Overall, the Committee concluded that the projections were reasonable and supported a going concern basis of accounting.
The going concern statement is set out on page 75 and the viability statement is set out on page 86 of the Annual Report and Accounts.
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Audit, risk and internal control continued
Audit and Risk Committee report continued
Provision 29 readiness
Provision 29 of the UK Corporate Governance Code 2024
focuses on audit, risk and internal control. It introduces a
new requirement for Boards to declare the effectiveness
of material controls in the Annual Report. To support the
Boards declaration for FY 2026, a process to identify
material controls has taken place during the year. This
process has involved a review of material risks, to identify
existing and new controls by a cross-functional team, with
a proposal on material controls put to the Committee for
approval. The material controls identified either mitigate
the Group’s principal risks or are controls over disclosures
in the Annual Report and Accounts. The process has
identified a mix of existing and new material controls with
work now completed to document all new controls and
bring them into the Group’s internal control framework.
Material controls will be subject to dry run testing in Q1
2026. This will allow time to remediate any failings ahead
of the FY 2026 testing cycle. Going forward, material
controls will be included in the quarterly Committee
reports on internal controls and risk management.
Internal audit
Internal audit provides independent, objective and
timely assurance to senior management and the Board
through the Committee, over the design and operational
effectiveness of key processes and controls that manage
the risks across the organisation.
The Head of Internal Audit, Risk and Insurance reports
functionally to the Chair of the Committee and
administratively to the Chief Financial Officer regarding
internal audit matters. Our internal audit department
operates on a co-sourced model, utilising external subject
matter expertise to supplement the in-house team. The
Head of Internal Audit, Risk and Insurance, additionally,
provides oversight of internal controls compliance and the
enterprise risk management process.
Nine internal audits were completed or commenced
during 2025:
• Eni UK Business Combination – IT
• Eni UK Business Combination – Management
of Change
• Director’s Remuneration Statement
• Expenses
• Fraud Risk Assessment
• Flaring and Venting Reporting
• Hydrocarbon Accounting and Metering
• Readiness for Corporate Governance Reforms
• Secondee and Contractual Expenses
In addition, the department oversees the annual audit
programme for non-operated joint ventures and conducts
ad-hoc audits and investigations on behalf of the Board
and sub-committees.
During the year, the Committee:
• Reviewed and approved the 2026 internal audit plan,
ensuring it aligned to the Group’s principal risks; and
• Received regular reports from internal audit on
its activities and progress against the Group 2025
internal audit plan, allowing the Committee to monitor
delivery against the plan.
External auditor independence and objectivity
Deloitte were appointed as the Company’s external
auditor during 2021 as a result of Delek Group Limited
selecting Deloitte as auditor of the Group. During the
year, David Paterson, external audit partner, stepped
down following three years acting in this capacity. He was
replaced by David Sweeney with effect from 1 April 2025.
A thorough handover between the external audit partners
was completed as part of the changeover.
The independence of the external auditor is essential to
the provision of an objective opinion of a true and fair
view presented in the financial statements. Deloitte’s
independence is safeguarded through a number of control
measures including:
• Limiting the nature of non-audit services performed
by the external auditor;
• The external auditor’s own internal processes to vet
and approve any requests for any non-audit work to be
performed by the external auditor;
• Monitoring changes in legislation related to auditor
independence and objectivity to assist the Company
to remain compliant;
• The rotation of the lead audit partner after five years;
• Independent reporting lines from the external auditor
to the Committee; and
• An annual review by the Committee of the policy in
place to ensure the objectivity and independence of
the external auditor is maintained.
Assessing the effectiveness of the external audit process
The Committee, other Board members, senior
management and finance team members evaluated
Deloitte’s performance and the effectiveness of the
external audit process for FY 2025 financial reporting.
The Committee considered the following factors:
• The quality of the interactions between the audit
team and the Committee, other Board members,
management and those involved in the preparation of
the accounts;
• Whether the scope of the audit and the planning
process were appropriate for the delivery of an
effective audit;
• The external auditor’s progress achieved against the
agreed audit plan and communication of any changes
to the plan, including changes in perceived audit risks;
• The robustness and perceptiveness with which the
external auditor handled the key accounting and audit
judgements and communication of the same with
management and the Committee;
• The expertise and resources of the external audit team
conducting the audit; and
• The quality of the auditor’s recommendations for the
financial reporting process and control improvements.
Taking the above factors into account and the feedback
from the finance team, management, members of the
Committee and the Board, the Committee concluded
that the external audit process and services provided by
Deloitte were satisfactory. The feedback will be shared
with Deloitte and any opportunities for improvement will
be considered and agreed.
Audit, risk and internal control continued
Audit and Risk Committee report continued
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A formal recommendation to reappoint Deloitte as external
auditor will be made at the Annual General Meeting.
Policy on the provision of non-audit services
The Committee’s policy on the use of the external auditor
for non-audit services includes the identification of non-
audit services that may be provided and those that are
prohibited. The policy requires that the external auditor
will only be used for non-audit services where regulation
permits, the Group benefits in a cost-effective manner
and the external auditor maintains the necessary degree
of independence and objectivity.
The policy provides for a cap on fees for non-audit work of
70% of the average of fees paid to the audit firm over the
previous three years for audit services.
The Committee receives regular reports on all non-
audit assignments awarded to the external auditor and
a breakdown of non-audit fees incurred. The principal
non-audit fees incurred during the year were in respect of
the Q1 2025 review, the half-year review, the Q3 2025
review and work performed in relation to the Offering
Memorandum for the senior unsecured notes due 2031.
Given these are audit-related services, the Committee
considered the external auditor the most appropriate firm
to perform them. Details of amounts paid to the external
auditor for audit and non-audit services are set out in note
7 to the consolidated financial statements.
The Committee is satisfied that the Company complies
with CMA Order 2014 regarding statutory audit services.
Whistleblowing Policy
The Group has a formal Whistleblowing Policy (see
page 100 for further details) whereby all employees,
contractors, consultants and officers are able to raise
concerns regarding potentially dangerous, unlawful or
unethical activities which may be going on at work or could
be affecting (or risks affecting) them or other colleagues.
Any such reports are thoroughly investigated by suitably
qualified personnel and where necessary appropriate
action is taken.
Effectiveness of risk management and internal
control systems
The Committee has completed its annual review of
the effectiveness of the Group’s risk management and
internal control systems on behalf of the Board in order to
approve the statements on risk management set out in the
Strategic Report on pages 1 to 87.
Fair, balanced and understandable
The Committee has completed its annual review of the
processes in place to prepare the 2025 Annual Report
and Accounts and to ensure that they are fair, balanced
and understandable in order to support the statement of
Directors’ responsibilities on page 154.
Code in action – Audit, risk and internal control
Principles How does the Board apply this Principle? Further information
M
The board should establish formal and
transparent policies and procedures to
ensure the independence and effectiveness
of internal and external audit functions and
satisfy itself on the integrity of financial and
narrative statements
The Audit and Risk Committee is responsible for assessing the
independence and effectiveness of both the internal audit function
and the external auditor. Formal and transparent policies and
procedures are in place to support the Committee in its review of
the Group’s financial statements.
Independence and effectiveness
of internal and external auditors
– see pages 120 to 121.
N
The board should present a fair, balanced
and understandable assessment of the
company’s position and prospects.
The Board, with the support of the Audit and Risk Committee,
is satisfied that the Annual Report and Accounts present a fair,
balanced and understandable assessment of the Company’s
position and prospects.
Fair, balanced and
understandable assessment –
see page 121.
O
The board should establish and maintain
an effective risk management and internal
control framework, and determine the
nature and extent of the principal risks
the company is willing to take in order to
achieve its long-term strategic objectives.
The Audit and Risk Committee supports the Board in setting
the Company’s risk appetite, overseeing the internal control
framework, including preparation to meet the new requirements
set out in provision 29 of the Code relating to material control
effectiveness, and reviewing the principal risks facing the business.
During 2025, the Committee conducted in depth reviews (‘deep
dives’) of specific risks during the year.
Risk and internal control –
see page 118.
Provision 29 readiness –
see page 120.
Deep dives – see page 118.
Tax strategy
The Committee believes that we have a responsibility to
manage our tax affairs in a way that sustainably benefits
the customers and communities that we serve. We further
have a responsibility to shareholders to ensure that we pay
the right amount of tax and ensure compliance with UK
tax rules.
Committee evaluation
The Committee’s annual performance evaluation exercise
was carried out in December 2025 and no concerns
were highlighted.
Finally, I would like to express my thanks to both
management and the external auditor.
On behalf of the Audit and Risk Committee:
Deborah Gudgeon
Committee Chair
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Corporate governance Financial statementsStrategic reportCompany overview
Audit, risk and internal control continued
Audit and Risk Committee report continued
Audit, risk and internal control continued
Health, Safety, Environment and Security Committee report
In terms of HSE performance we have
continued to deliver improvements across
a range of key metrics during 2025.”
Dave Blackwood,
Committee Chair
Dear fellow shareholder,
I am pleased to present the Health, Safety,
Environment and Security Committee
(the Committee) Report for the year
ended 31 December 2025.
This report summarises the Committee’s key activities,
areas of oversight and priorities during the year.
Role of the Committee
The Committee’s role is to assist the Board with the
discharge of its responsibilities in relation to the Group’s
HSE commitments. This includes reviewing and
monitoring the Group’s HSE strategy, assessing the
scope and effectiveness of the HSE management system
framework and investigating, on behalf of the Board,
reports from management concerning all serious incidents
and high potential incidents within the Group.
The Committee will further review principal findings from
Line of Defence (LOD) 2 and 3 HSE internal audits,
which may be discussed at the Audit and Risk Committee.
The Audit and Risk Committee retain overall responsibility
for monitoring and reviewing the effectiveness of the
Group’s risk management and internal control systems.
Where a detailed review of HSE risks or audit findings
is undertaken, this will be reviewed by the Committee.
Similarly, if the Committee determines that specific
HSE incidents have broader implications, for risk
management or internal control, across the Group these
will be referred to the Audit and Risk Committee. See
Figure 1 on page 123.
Terms of reference
The terms of reference of the Committee, setting out
the key responsibilities of the Committee, are available on
the Company’s website. They are reviewed on an annual
basis and if there are any changes they are recommended
to the Board for approval. There were no changes to the
Terms of Reference during the year.
Activities during the year
During 2025, the Committee has undertaken a number
of activities, a selection of which are summarised within
this report.
HSE performance – Summary
At each meeting, the Committee focused on HSE
performance, which included operational health and
safety performance, environmental compliance, and
incident trends and learnings from High Potential
Incidents and process safety events. In-depth reviews
covered a range of activities, including well integrity
status, maintenance management activities, HSE
management system arrangements, competency and
training, and various control of work improvements.
In terms of our HSE performance we have continued to
deliver improvements across a range of key metrics during
2025, specifically:
• Zero tier 1 or tier 2 process safety events;
• A material reduction achieved in total recordable
case frequency;
• A continued reduction in emissions intensity, with
year-end performance c. 30% lower than the UKCS
average, with further improvements expected in
2026; and
• A significant year-on-year reduction in unplanned
releases to the sea.
Safety
During 2025 we continued to deliver improvements
in HSE performance across a range of key metrics
alongside the implementation of our new ‘Make it safer’
value, ensuring HSE matters are front and centre in
our activities and representing a cornerstone of our
proactive safety culture (see page 62). Through 2025
we undertook standardisation of several key systems
and processes in line with a diligent change management
programme, including implementation of the Synergi tool
for logging all incidents, events and associated actions,
and implementation of an enhanced tool for recording and
assessing our environmental performance data.
Details on Committee membership
and attendance can be located in
the Governance at a glance section
on page 90.
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All events and injuries are rigorously investigated, with
actions to prevent recurrence identified and implemented
and, during 2025, we introduced a new root cause
methodology across our business, supported by numerous
training sessions and ongoing support for key personnel,
to enhance our arrangements in this area. Findings from
investigations into critical incidents are reviewed by the
Committee and include updates on the outcomes and
actions taken by management alongside wider initiatives
to drive improvement across our operations.
GHG emissions, Net Zero and environmental
management
The Committee reviewed Ithaca Energy’s GHG emissions
performance, forecasts and targets across the portfolio,
taking the effects of mergers and acquisitions into
account, alongside the status of emission reduction
projects, our approach to Scope 3 emissions, reporting of
net equity emissions and methane management activities.
The Committee also completed its annual review of the
Company’s strategy in relation to GHG emissions and
Net Zero, and approved Ithaca Energy’s Net Zero Policy
which confirms our Net Zero targets, including interim
targets, strategic priorities and implementation roadmap.
During 2025 we successfully achieved Gold-rating under
the Oil and Gas Methane Partnership (OGMP), ISO
14001 across assets, and ISO 50001 across heritage Eni
UK assets.
The Committee also reviewed Ithaca Energy’s unplanned
releases to sea performance and noted a significant
decrease in the number of unplanned oil and hydrocarbon
release events to the environment during 2025 versus
previous years, noting that the majority of releases
which did occur were of low volume. In each case the
circumstances were investigated, with corrective actions
put in place. See page 58 for more information.
Integration activities
Following the completion of the Business Combination
with Eni UK in 2024, the Group progressed integration
Figure 1: Relationship between the HSES Committee and the Audit and Risk Committee
activities to identify best practice opportunities to
enhance HSE management and deliver business
efficiencies.
Key developments have included the implementation
of the Agility system as the single repository for BMS
documentation, with: an updated BMS Standard
developed in readiness for roll-out in 2026; updates
to incident investigation and personal accountability
processes, implemented across all assets; development
of an extensive HSE communications programme,
designed to raise awareness amongst the workforce
of key initiatives and tools across all areas of HSE; and
enhancements to our occupational and industrial health
and wellbeing activities.
Through 2026 we will continue with integration scopes,
including harmonisation of relevant documentation
as part of an approach to standardise where considered
appropriate.
Audit and assurance
The Committee reviewed and monitored performance
and progress against the harmonisation and HSE
performance improvement strategy throughout the
year and assessed the scope and effectiveness of the
management system to deliver the strategy and maintain
regulatory compliance.
The Committee received regular updates on audit
activities, specifically status of HSE and Technical
Assurance LOD Level 2 and 3 plans and principal audit
insights, which included feedback on flare and vent
management and cyber security aspects amongst other
core areas. Details of independent reviews of our critical
control of work process were also shared, including details
of the resourced implementation plan in place through
2026 to drive improvements in this key area.
Competency
The Committee continued to focus on workforce
capability, in particular offshore training and competency.
Improvements during the year included a revised technical
training matrix, which encompassed a three-tier structure
focusing on safety critical training. Preparations for
the implementation of a new integrated standardised
competency tool and a review of the forthcoming
offshore safe weight limit and its operational and
culture impacts on the offshore workforce were also
undertaken. The Committee reviewed supply chain
capability within the UKCS, recognising industry-wide
challenges in this area, and received updates regarding
enhancements to our contractor selection and ongoing
management processes.
Regulatory matters
The Committee reviewed key regulatory developments
and learning from inspections, including themes raised
through the OEUK HSE Forum and the OPRED
consultation on assessing the effects of Scope 3
emissions on climate from oil and gas projects.
Look ahead to 2026
In 2026, the Committee will review progress across the
following areas:
• Organisational integration, including the status of
HSE system and process harmonisation across
the organisation.
• Improvements to process safety management,
including Process Safety Leadership Plan status,
barrier model tool and Operational Risk Assessment
enhancements and further embedding of the Process
Safety Fundamentals.
• Human Performance activities, including the
launching and embedding of the Human Factor
HSES Committee
Highlights HSE incidents and other HSE
matters which have risk implications.
Audit and Risk Committee
Refers HSE risks, audit findings
or other HSE matters to the Board
and HSES Committee for review.
Fundamentals and Human Performance training
across the organisation.
• Safe operations, including further enhancements
regarding Control of Work and contractor
engagement alongside consideration towards
expansion of ISO 45001 certification.
• Enhancements to the scope and organisation of
audit and assurance activities, covering both internal
audits and assurance activities surrounding key
vendor companies.
• Contractor selection and management activities, with
specific focus on updates to contractor management
expectations, HSE plan alignment, visible safety
leadership and HSE contractual expectations to
ensure all parties are fully aligned towards key areas
of focus.
• Environmental compliance improvements, with
regard to permit compliance, environmental ‘Must
Wins’ and opportunities to harmonise our ISO 14001
certification, and to give consideration towards
expansion of ISO 50001 certification currently in
place on our Cygnus assets.
• Emissions, covering status of OGMP and progress
towards delivering Zero Routine Flaring commitments.
• Emissions Reduction Action Plan status and overall
progress regarding our Group GHG targets and North
Sea Transition Deal commitments.
Dave Blackwood
Committee Chair
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Corporate governance Financial statementsStrategic reportCompany overview
Audit, risk and internal control continued
Health, Safety, Environment and Security Committee report continued
Dear shareholders,
On behalf of the Remuneration Committee
(the ‘Committee’), I am pleased to present the
Company’s Directors’ Remuneration report
(the ‘report’) for the year ended 31 December
2025, and the proposed Directors’
Remuneration Policy (the ‘Policy’) which is
being put to a binding shareholder vote at
the Company’s 2026 AGM.
The Committee works hard to ensure alignment
with shareholder interests and that our approach to
remuneration fully supports the Company’s strategy
and growth ambitions.
The Committee met seven times during the year and is
comprised of five independent Non-Executive Directors
(‘INED’). The Executive Chair and CEO are invited to all
Committee meetings and the Group General Counsel and
Company Secretary acts as secretary to the Committee.
In accordance with the relationship agreements with
Delek Group Limited and Eni S.p.A, appointed observers
are invited to attend meetings.
During the year, the Committee received assistance in
considering Executive remuneration from a number of
senior managers, who attended certain meetings (or parts
thereof) by invitation during the year, including the CFO
and the Executive Vice President, People and Culture.
No person was present during any discussion relating to
their own remuneration.
The role of the Remuneration Committee
The Remuneration Committee is responsible for determining
the Remuneration Policy and remuneration packages
for the Executive Chair, Executive Directors and senior
management team, including salary, bonuses, long-term
incentive plans, pension arrangements, benefits and
service contracts.
Terms of Reference
The terms of reference of the Committee, setting out the
key responsibilities of the Committee, are available on the
Company’s website. They are reviewed on an annual basis
and if there are any changes they are recommended to
the Board for approval. The terms of reference were
updated during the year and approved by the Board in
February 2025.
Activities during the year
The activities of the Committee are set out in this report.
The key matters considered during the year were:
• Remuneration benchmarking for the Executive Chair,
CEO and CFO and senior management team roles.
• Review of performance measures and targets to
ensure that they remain aligned with our strategy.
• Assessment of variable remuneration outcomes for
the Executive Directors and senior managers.
• Review of the Remuneration Policy and determining
the Proposed Policy following that review.
External Advisors
Due to a conflict of interest, PriceWaterhouseCoopers
LLP (PWC) stepped down as external advisors. In June
2025, following a competitive tender, Farient Advisors
(‘Farient’) were appointed by the Committee to be its
external advisors. There are no connections with Farient
and the Company or individual Directors. The Committee
notes that Farient is a member of the Remuneration
Consultants Group and voluntarily adheres to its Code of
Conduct in relation to Executive remuneration consulting
in the UK. Pinsent Masons LLP (‘Pinsents’), appointed
by the Company, provided advice on share incentive
plan-related matters, including on senior Executive
remuneration issues.
A representative from Farient attends, by invitation, all
Remuneration Committee meetings to provide information
and updates on external developments affecting remuneration
as well as specific matters raised by the Committee.
Outside the meetings, the Committee Chair seeks advice
on remuneration matters on an ongoing basis. The advice
that the Committee receives is independent and objective.
Remuneration Committee report
The Committee believes that the
remuneration outcomes for 2025
fairly reflect performance, and our
focus remains on ensuring reward
programmes incentivise employees
to achieve Ithaca Energy’s strategy
and performance goals.”
Lynne Clow
Chair of the Remuneration Committee
Details on Committee membership
and attendance can be located in
the Governance at a glance section
on page 90.
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Corporate governance Financial statementsStrategic reportCompany overview
124
Farient’s total fees or other charges (based on hourly rate)
for the provision of remuneration advice to the Committee
in 2025 (save in respect for legal advice) were £99,050.
Pinsents provided legal advice on specific compliance
matters and share plan related matters to the Committee
and total fees in 2025 were £8,493. Other services
provided to the Company by Pinsents include corporate
and employment law advice.
The Committee reflects on the quality of the advice
provided and whether it properly addresses the issues
under consideration as part of its normal deliberations.
The Committee is satisfied that the advice received
during the year was objective and independent.
The Committee reviews its remit and effectiveness each
year. See more on the Board evaluation on page 111.
Company performance
2025 was a year of strong progress for Ithaca Energy as
we continued to execute our value creation strategy.
We successfully integrated a number of accretive
acquisitions, strengthened our financial capacity for
growth, and significantly improved our HSE performance.
We delivered material increases in production and
adjusted EBITDAX while reducing costs, driving
higher free cash flow and underpinning our $500
million dividend target. We enter the year ahead with
a significantly higher production base and strong
momentum across the business.
We measure our success not only by our financial
performance and returns for shareholders, but in our safety
and operating performance. In 2025, we maximised the
production and value of our assets in a safe and responsible
manner. In summary:
• We recorded a 43% increase in adjusted EBITDAX of
$2.0 billion (2024: $1.4 billion), reflecting the Group’s
significantly enhanced cash generation capacity.
• Our portfolio delivered strong average production of
119 kboe/d for 2025, (2024: 80 kboe/d) in-line with
previously upgraded guidance.
• Our team demonstrated an improved safety culture
and ensured safe operations during the year, with
zero Tier 1 or Tier 2 events recorded in the year and
improved HSE performance with a material 20%
reduction in Total Recordable Injury Rate from 2024.
• Achieved net operating costs of approximately
$817million, equivalent to a unit operating cost
of $19 per barrel of oil equivalent, compared with
$22 per barrel in 2024, reflecting the portfolio’s
strong netback performance and improved
operating efficiency.
• Strategically, the Company delivered strong
performance, including the 2025 acquisitions from
JAPEX and Spirit Energy of further interests in the
Seagull and Cygnus fields that increased production in
well-known quality assets.
• We continued to focus on shareholder returns, with
the acceleration of the second interim dividend of $133
million paid in December due to strong performance
and cash generation, taking the Group’s total 2025 cash
distribution to $500m.
• We delivered strong share price performance, with an
increase of more than 50% over the past year.
The Group has developed it’s position as a leading UKCS
production and growth company in 2025. Ithaca Energy
is positioned as one of the largest resource holders in the
UKCS and is focused on executing against the Group’s
organic and inorganic strategy, with a clear vision for
future ‘Scale. Stability. Strength’.
Remuneration outcomes for 2025
2025 Annual bonus
The Committee reviewed performance against the annual
bonus conditions for 2025. The performance in the year
resulted in an annual bonus for the Executive Directors of
116% of salary, with half deferred into shares, which will vest
after three years conditional upon continued employment.
The Committee considered the bonus outcome in terms of
overall business performance, shareholder and workforce
experience. The Committee concluded that there were no
grounds for exercising its discretion, and that the outcome
reflected the overall position of the business at the year end.
Further details on the bonus outcomes are on page 129.
Code in action – Remuneration
Principles How does the Board apply this Principle? Further information
P
Remuneration policies and practices should be
designed to support strategy and promote long-term
sustainable success. Executive remuneration should be
aligned to company purpose and values, and be clearly
linked to the successful delivery of the company’s
long-term strategy.
The 2026 Remuneration Policy, to be put to shareholders
at the 2026 AGM, has been designed to incentivise
Executives to deliver on the Company’s strategic objectives
and long-term sustainable success.
Remuneration Policy –
see pages 140 to 149
Q
A formal and transparent procedure for developing
policy on executive remuneration and determining
director and senior management remuneration should
be established. No director should be involved in
deciding their own remuneration outcome.
No Director is involved in determining their own
remuneration outcome. A formal and transparent
procedure is in place, which takes into account external
benchmarking and workforce considerations.
Remuneration outcomes –
see pages 128 to 135
R
Directors should exercise independent judgement
and discretion when authorising remuneration
outcomes, taking account of company and individual
performance, and wider circumstances.
The Remuneration Committee, comprising of only
Independent Non-Executive Directors, exercises
independent judgement and discretion when determining
performance related executive remuneration outcomes.
The Committee determines outcomes by assessing
performance against a balanced scorecard of measures.
Independent judgement and
discretion – see pages 129
to 131
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Remuneration Committee report continued
Vesting of the 2022 Long-Term Incentive Plan (LTIP)
The LTIP award granted in December 2022 to our
CFO, Iain Lewis, had performance measures based
on relative Total Shareholder Return (TSR) against a
comparator group (50% weighting) and a balanced
scorecard comprising of financial, operational and safety/
environmental measures (50% weighting), measured over
the three financial years ended 31 December 2025.
The Company’s three-year relative TSR performance was
above the upper quartile against the bespoke comparator
group, therefore resulting in 100% of this portion of the
2022 LTIP award vesting.
Performance outcomes against all of the balanced
scorecard measures achieved 8.85% of 50% (17.70% of
maximum). This translates to a total outcome of 58.85% of
maximum for the 2022 LTIP. Further detail of performance
against these measures is set out on page 130.
The Committee reviewed the outcome considering the
overall business performance and shareholder experience.
Taking these factors into account, the Committee
considered the outcome to be fair and did not exercise
discretion to adjust the 2022 LTIP vesting.
Proposed changes to the Directors’
Remuneration Policy
Since IPO in 2022, Ithaca Energy has achieved substantial
growth and is now one of the leading independent energy
producers in the UKCS. As we look to continue our high
growth trajectory, we are focused on executing against the
Group’s organic and inorganic strategy, with a clear vision
for future ‘Scale, Stability and Strength.’
Against this backdrop, the Committee has undertaken a
review of the Directors’ Remuneration Policy (‘Policy’), to
ensure that remuneration arrangements remain relevant
for Ithaca Energy today, and into the future. The current
Policy was last approved by shareholders at our 2023
AGM, and in line with the triennial cycle, the revised Policy
will be subject to shareholder approval at the 2026 AGM.
As part of the Policy review, a detailed benchmarking
exercise was conducted which reviewed the
competitiveness of our remuneration package against
two peer groups: Global Oil and Gas companies and
FTSE-listed companies of a similar market capitalisation
(excluding financial services). We found that:
• Both incentive opportunities fall between the lower
quartile and the median of the Global Oil and Gas
peer group.
• The maximum annual bonus opportunity and LTIP
opportunity are positioned at the lower quartile
compared with FTSE peers.
Reflecting on this data, the Committee felt that
remuneration packages should not be positioned so far
below the market, especially given the share price growth
achieved over the last financial year, placing Ithaca Energy
as one of the best performing stocks within the FTSE250.
Following this review, a number of key changes are
proposed to the Policy:
1. Increase the annual bonus maximum opportunity
• Increase the maximum annual bonus opportunity
from 150% of salary to 200% of salary.
2. Reduction in of annual bonus deferral once the Share
Ownership Guidelines are achieved
• Reduce the mandatory requirement for 50%
of the annual bonus to be deferred into shares,
to 20% of the annual bonus, when an Executive
Director has met their shareholding guidelines.
• Where an Executive Director has not achieved their
shareholding guidelines, the requirement to defer
50% of the annual bonus into shares for 3 years will
be maintained.
3. Increase LTIP maximum opportunity
• Increase the maximum long-term incentive
opportunity from 225% of salary to 250% of salary.
• All other elements of the LTIP remain the same.
4. Increase Share Ownership Guidelines to align with
the new LTIP opportunity
• Make the shareholding guideline 1x value of the total
annual LTIP award for each Executive Director (up to
250% of base salary under the proposed Policy).
• Maintain time-period to achieve shareholding
requirements within 5-year period from date of
appointment to the Board.
In determining the appropriateness of the proposed
changes, the Committee considered the following factors:
• Alignment to business strategy – Ithaca Energy
operates a growth framework that combines both
organic development of the existing asset base and
inorganic expansion through strategic acquisitions.
Continued consolidation in the UKCS supports the
focus on long-term value creation and ability to deliver
strong shareholder returns. Given the emphasis on
high dividends and sustained share price appreciation,
retaining the existing Performance Share Plan (‘PSP’)
with a relative TSR metric remains the most
appropriate approach.
• Need to be competitive in the market – The
new Policy aims to ensure Ithaca Energy remain
competitive in the UK listed market, aligning incentive
opportunities with the median of the UK market,
balancing shareholder expectations whilst ensuring the
remuneration framework supports the Group to grow
and continue to deliver on its future strategic aims.
• Focus on performance – The proposed changes
are all related to incentives which are linked to the
performance of the business through both performance
conditions and alignment with the share price.
• In line with UK market norms – The proposed Policy
will continue to contain best practice features adopted
across the UK, including using a PSP for the LTIP, and
five-year time horizons for LTIP awards.
• Long-term focused – The long-term incentive
will remain the most substantial component of the
remuneration package, aligning participants with the
long-term success of the business.
Remuneration Committee report continued
The Committee consulted with major shareholders on
the proposed changes and received valuable feedback.
Shareholders agreed with the importance of the next
three-year cycle and as such, have been supportive of the
proposed changes and acknowledged that changes are
primarily incentive-led, ensuring greater emphasis on
value creation.
Wider workforce considerations
The Committee reviewed the wider workforce reward
framework and relevant policies to ensure that rewards
and incentives align with the culture. This provided
important context for our decisions during the year.
For 2026, the average increase in salaries across the wider
workforce is 4%. The Committee and Board believe this
delivers a balanced approach to retention while supporting
a sustainable cost base for the business.
Executive Director remuneration for 2026
Base salary
Executive Director salaries were reviewed by the
Committee in September 2025. Yaniv Friedman received
a 11.1% salary increase in September 2025 (effective
1 September 2025), to bring his salary in line with the
market, given his role and responsibilities, particularly
around mergers and acquisitions which is a key part of
our strategy. Luciano Vasques and Iain Lewis’ salary
were considered appropriately placed to the market
at £600,000 and £500,000 (full time equivalent)
respectively. Effective 1 January 2026, Iain Lewis
returned to full-time employment, having previously
worked four days per week. Accordingly, his salary as
Chief Financial Officer was reinstated to the full-time
equivalent level at £500,000. The normal salary review
process for the Executive Directors has been delayed and
shall be carried out in 2026, with the outcome detailed
in the 2026 Annual Report and Accounts. 2026 salaries
for the Executive Directors, at the date of publication, are
summarised on the next page.
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Executive Directors Salaries
Salary
Executive Chair £500,000
Chief Executive Officer £600,000
Chief Financial Officer £500,000
2026 Annual bonus and LTIP opportunities
Subject to shareholder approval, the maximum annual bonus
opportunity for the three Executive Directors for 2026
will be 175% of salary, applicable for the 1 January 2026 to
31 December 2026 performance year, and payable in April
2027. The 2026 bonus scorecard utilises measures and
weightings consistent with those used in 2025.
In addition, the Committee is considering a method of
incentivising and rewarding the successful delivery of
transformational M&A transactions in the performance
period, which would not exceed an overall bonus outcome
of 175% of salary. M&A is critical to the success of Ithaca
Energy and therefore we want to ensure that management
are incentivised to deliver deals in the right way and
continue their strong record of value-accretive M&A. Full
details of the final approach will be reported in the 2026
Annual Report and Accounts. Further details on the 2026
scorecard can be found on page 137.
The intention is to grant LTIP awards to the Executive
Directors aligned with the proposed policy effective date
of 1 January 2026, and applicable for the performance
period 1 January 2026 to 31 December 2028, at an award
level of 225% of salary, subject to shareholder approval at
the 2026 AGM. The Committee reviews performance
targets for LTIP awards each year to ensure they continue
to reflect and incentivise the Company’s strategy. For
2026 the measure remains unchanged, maintaining
the 100% weighting on Relative TSR against a bespoke
comparator group. There are no proposed changes to the
bespoke comparator group. Further details are set out on
page 137.
Annual Bonus
1
LTIP
opportunity
2
Target
opportunity
Maximum
opportunity
Executive Chair 87.5% 175% 225%
CEO 87.5% 175% 225%
CFO 87.5% 175% 225%
1. 50% of any bonus earned will be deferred into shares for
three years, apart from where an executive has achieved their
shareholding requirement, in which deferral reduces down to 20%
of any bonus earnt. The bonus will be assessed against financial,
strategic and HSE targets aligned with the business plan. The
metrics and weightings are set out on page 137.
2. The shareholding requirement for each ED will align with their
LTIP award size.
Conclusion
The Committee looks forward to engaging with shareholders
and stakeholders on an ongoing basis and welcomes any
feedback or comments on this report.
I look forward to seeing shareholders at the upcoming AGM.
Lynne Clow
Chair of the Remuneration Committee
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Remuneration Committee report continued
Remuneration Committee report continued
Annual Report on Remuneration – Directors Remuneration Report
This section of the report sets out how each director was paid in the year ended 31 December 2025 in accordance with the requirements of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended).
Summary of outcomes: Total remuneration outcomes in 2025
The charts below show the remuneration outcomes for Executive Directors in 2025 based on performance compared to the maximum opportunity.
375
289
375
289
781
781
Executive Chairman £’000
Maximum
Actual
Fixed pay Bonus (Cash) Bonus (Deferred)
0 300 600 900 1,200 1,500
1,800
450
347
450
347
801
801
Chief Executive Officer £’000
Maximum
Actual
Fixed pay Bonus (Cash) Bonus (Deferred)
0 300 600 900 1,200 1,500
1,800
655
385
300
231
300
231
463
463
Chief Financial Officer £’000
Maximum
Actual
Fixed pay Bonus (Cash) Bonus (Deferred) LTIP
0 300 600 900 1,200 1,500
1,800
Single figure of remuneration.
This table sets out the remuneration received, or receivable, for each executive director.
Single total figures of remuneration (audited)
Executive Directors
1
Base Salary
2
£’000
Benefits
3
£’000
Annual bonus
4
£’000
LTIP
5
£’000
Pension
6
£’000
Other
7
£’000
Total
£’000
Total Fixed Pay
£’000
Total Variable Pay
£’000
Yaniv Friedman 467 339 578 – 61 5 1,449 867 583
Yaniv Friedman (2024) 227 184 207 – 30 1 649 440 208
Luciano Vasques 600 122 694 – 80 1 1,496 802 695
Luciano Vasques (2024) 148 154 133 – 17 – 452 319 133
Iain Lewis 400 9 463 385 54 6 1,316 463 854
Iain Lewis (2024) 483 11 435 – 65 5 999 559 440
1 2025 figures show remuneration for Yaniv Friedman, Luciano Vasques and Iain Lewis all who were Directors for the whole year. 2024 figures reflect remuneration earned since appointment as a Director of the Company: Yaniv Friedman was appointed on 28 June 2024; Luciano Vasques was
appointed on 3 October 2024; Iain Lewis was a Director for the whole year 2024.
2 The 2025 base salary includes a salary increase of 11.1% (£50,000), for Yaniv Friedman with effect from 1 September 2025. Base salary for 2025 for Iain Lewis reflects part time working (contracted hours of 30 per week). For Iain Lewis, the 2024 salary reflected a change in hours from
100% full-time equivalent to return to his normal contracted hours 80% of normal business hours.
3 Benefits includes the cost, where relevant, of private medical insurance, accommodation, travel, relocation support and car allowance 2025 benefits with a value over £5,000 are shown in the table below and include car allowance, relocation assistance and taxable travel. Yaniv Friedman and
Luciano Vasques received relocation support during 2025. The 2024 value for Yaniv Friedman has been restated to include an additional amount of £42,000 for travel costs which were identified after the publication of the 2024 report.
4 Bonus payable for the financial year; Executive Directors are required to defer half of any bonus award into Ithaca Energy shares and held for a three year period. Malus and clawback provisions were not used in the reporting period.
5 LTIP refers to the 2022 LTIP with a performance period ending 31 December 2025 vesting in April 2026. Iain Lewis is the only director in receipt of this award. The initial award was 200% of salary and was calculated using a share price of £2.50, the Admission share price. The illustrative
value reflects the 58.85% of maximum reflective of performance outcomes and the share price of £1.6580, the closing price on 31 December 2025 being the end of the performance period. Executive Directors must retain the net of tax number of vested LTIP awards for a two year holding
period. Malus and clawback provisions were not used in the reporting period.
6 Pension provision is up to 15% of salary as a payment into a defined contribution pension scheme and/or a cash amount in lieu of a pension contribution. Any cash allowance paid is reduced to take into account additional employer costs.
7 For all directors other represents the value of matching shares under the Company Share Incentive Plan (SIP).
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2025 Benefits with a value over £5,000
Executive Director
Car allowance
£’000
Relocation
assistance £’000
Taxable travel
£’000
Yaniv Friedman 9 206 122
Luciano Vasques 9 100 –
Iain Lewis 7 – –
Outcome of performance measures ending in the financial year, 31 December 2025
This section summarises performance against targets for the annual bonus, and full details on the assessment of the performance conditions.
2025 Annual bonus outcomes
The maximum bonus opportunity for Executive Directors in 2025 was 150% of salary and subject to an assessment of performance against a scorecard of measures. Measures were split between HSE, Operations, Financial & Strategy &
Growth. 50% of any bonus earned is payable in cash following the year-end, and the other half is deferred into Ithaca Energy shares, which vest after three years.
Performance against scorecard (audited)
The measures, weightings, targets and assessment of outcomes are detailed below.
Scorecard Overview:
Category Metric Weighting Threshold 25% Target 50% Maximum 100% 2025 outcome % of metric achieved % of overall bonus outcome
HSE – 25%
Tier 1 and Tier 2 safety events 7.0% 0 x Tier 1
2 x Tier 2
0 x Tier 1
1 x Tier 2
0 x Tier 1
0 x Tier 2
0 100.0% 7.0%
Personal safety (TRIF) 3.0% <2.3 <2.07 <1.84 1.65 100.0% 3.0%
Safety Critical Maintenance,
Action Management & HSE Leadership
5.0%
Assessment against achievement of planned deliverables
as detailed on page 130
– 100.0% 5.0%
Emissions management & reductions 10.0% – 100.0% 10.0%
Operations
1
– 35% Production (kboed) 17.5% 105 114 121 118.5 83.5% 14.6%
Operating expense (inc net G&A) ($m) 17.5% 974 927 834 888 71.0% 12.4%
Financial
1
– 20% Free cash flow ($m) 20.0% 293 585 1170 735 62.8% 12.6%
Strategy & Growth – 20% Performance against strategic plan 20.0% Assessment against planned deliverables
as detailed on page 130
– 62.5% 12.5%
Total 100% 77.1%
1. The scorecard ranges for production, operating expense and free cash flow were updated during the performance year to reflect the acquisitions that were completed during 2025 (specifically additional interests in the Seagull and Cygnus fields). The targets were updated to reflect the
Board approved acquisition expectations; the threshold and maximum levels were set proportionate to the original scorecard range spans.
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Remuneration Committee report continued
Performance against qualitative metrics
The following table describes the achievement of strategic plan deliverables aligned to HSE and Strategy & Growth categories of the 2025 Company scorecard.
Category Metric
Highlights
from assessment Weighting
Result
(% of overall
outcome)
HSE Safety Critical Maintenance, Action Management & HSE Leadership Delivered safety critical backlog reduction
Zero regulatory & Level 3 action outstanding
Completed HSE Leadership visibility commitment
5% 5%
Emissions Management and reductions Delivered emissions at plan –
emissions performance (kgCO
2
e/BOE) better than maximum performance target and all
identified emissions management and reduction projects delivered
10% 10%
Strategy & Growth Performance against strategic plan Strategic deal growth measured by Gross Asset Value (GAV) achieved on target, resulting in
62.5% payout on the metric. Organic growth considered against the achievement of specific
milestones achieving maximum
20% 12.5%
35.0% 27.5%
2025 annual bonus scorecard outcome
The following table sets out the final outcome for the 2025 annual bonus, based on the calculated scorecard outcome of 77.1%. Bonusable salary is considered the salary as at 31 December 2025, aligned with the practice for the wider workforce.
Maximum bonus for all Executive Directors was 150% in 2025, with target set at 50% of maximum. Of the total bonus payout 50% will be deferred into shares for vesting after three years, in accordance with the rules of the deferred bonus plan.
Annual Salary
£’000
Maximum bonus
% of salary
Scorecard Board
approved outcome
%
Outcome
% of salary
Annual
bonus value
£’000
Yaniv Friedman 500 150% 77.1% 116% 578
Luciano Vasques 600 150% 77.1% 116% 694
Iain Lewis 400 150% 77.1% 116% 463
Discretion
The Committee is conscious of the provisions of the updated 2024 code, with Remuneration Committees being encouraged to review incentive outcomes against individual and Company performance, together with any wider circumstances,
and to exercise independent judgement and discretion in relation to remuneration outcomes. The Committee considered the bonus outcome in terms of overall business performance, shareholder and workforce experience. The Committee
concluded that there were no grounds for exercising its discretion, and that the outcome reflected the overall position of the business at the year end.
LTIP vesting in respect of a performance period ending in 2025
The figures stated in the single figure of remuneration table for Iain Lewis refers to the 2022 LTIP, with a performance period ending 31 December 2025. The participation level was 200% of salary. The table below summarises the metrics and
outcomes for the 2022 LTIP, which is based upon targets that represent 50% ‘Company Scorecard’ and 50% ‘rTSR’, over the three-years covered by the LTIP cycle.
Relative TSR has been calculated in line with Ithaca Energy’s methodology as set out in the 2022 and 2023 annual report – the peer group was restated in the 2023 Annual Report to remove seven companies that were incorrectly included.
Ithaca Energy’s TSR performance for 2022-2025 was assessed against that of: Capricorn Energy, Diversified Energy, DNO ASA, Energean, EnQuest, Genel Energy, Harbour Energy, Kosmos Energy, Maurel & Prom, Meren Energy, Okea
ASA, Seplat Energy, Serica Energy, Tullow Oil and Vermillion Energy. Relative TSR is calculated using the 3-month average for each peer prior to the start and end of the relevant performance period. As Ithaca Energy listed on 9th November
2022, a 16-day average share price was used to determine the starting value for the FY22 LTIP performance period, while the standard three-month averaging period was retained for the end of the performance period. TSR is calculated on a
local currency basis.
Remuneration Committee report continued
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Company Scorecard measures (audited)
A summary of the Company Scorecard performance measures, weightings and proposed outcomes is included in the table below. All measures and proposed outcomes reflect the Ithaca business (and assets) as at December 2022. The total
outcome was 58.85%.
Category Weighting Metric Weighting
Threshold
1
(25% vesting)
Maximum
(100% vesting)
Result
(% of overall
outcome)
% of measure
achieved
2025
outcomes
TSR 50% TSR versus comparator group 50% Median
Upper quartile
or above 50% 100%
Above upper
quartile
Balanced scorecard 50%
Safety and Environment Aggregate Tier 1 and 2 process safety events 5% 6 2 5% 100% 1
Average gross operated emissions intensity (kg CO
2
e/boe) 5% 23.9 19.6 – – 26.7
Operational
3
Cumulative Reserves Replacement Ratio
2
10% 100% 150% 3.85% 38.5% 109%
Average Production (kboe/d) 10% 72.3 88.3 – – –
Financial
3
Cumulative Group Adjusted EBITDAX
2
20% $5.0bn $6.0bn – – –
1 Nil vesting below threshold performance; performance between threshold and maximum ranges between 25% and 100% on a straight-line basis.
2 Targets for these metrics are cumulative over the performance control.
Awards granted during 2025 (audited)
Awards granted in 2025 under the LTIP are subject to the terms of the Director’s Remuneration Policy and the LTIP rules approved at the 2023 AGM. Awards were:
Date of award
Award
type
1
Basis
of award
Face value
of award
2
Threshold
performance
Vesting for
maximum
performance
End of
performance
period
End of
holding period Dividends
Yaniv Friedman 1 Sep 2025 LTIP 200% Salary £1,000,000 25% 100% 31-Dec-27 31-Dec-29 Dividend equivalents are
accrued on a notional
basis and transferred as
additional shares
Luciano Vasques 1 Sep 2025 LTIP 200% Salary £1,200,000 25% 100% 31-Dec-27 31-Dec-29
Iain Lewis 1 Sep 2025 LTIP 200% Salary £800,000 25% 100% 31-Dec-27 31-Dec-29
LTIP awards granted as nil-cost options, which will vest and become exercisable when the Committee determines whether the performance conditions have been met. The shares from any options exercised cannot be sold until after five years from the grant date, except to meet any tax liability.
Face value of the awards have been calculated using a share price of £2.2540. This was the share price used to calculate shares awarded and is the average share price for the five trading days preceding date of grant.
Performance metrics for the 2025 LTIP
Performance is measured over a period of three financial years, and subject to a post vesting holding period of two years. Targets for these metrics are for the performance period 1 January 2025 to 31 December 2027.
Category Weighting Metric
Threshold1
(25% vesting)
Maximum
(100% vesting)
TSR 100% TSR versus comparator group² Median Upper quartile or above
1. Nil vesting below threshold performance, performance between threshold and maximum ranges between 25% and 100% on a straight-line basis.
2. Ithaca Energy’s TSR performance will be assessed against that of: Capricorn Energy, Diversified Energy, DNO ASA, Energean, EnQuest, Genel Energy, Harbour Energy, Kosmos Energy, Maurel & Prom, Meren Energy, Okea ASA, Seplat Energy, Serica, Tullow Oil, Vermillion Energy.
The peer group will be subject to re-evaluation throughout the performance period to adjust for the effects of corporate events such as mergers and acquisitions, with substitutes introduced where necessary to maintain the approximate size and comparability of the Group. Relative TSR
will be calculated incorporating a 3-month average of return index prior to start and at the end of the performance period. The calculation will be on a local currency basis.
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Remuneration Committee report continued
Payments to past Directors and payments for loss of office (audited)
There were no payments to past Directors or for loss of office during 2025.
Executive remuneration in context
Historical TSR performance
The chart below compares the TSR performance of the Company since admission against the TSR of the FTSE 350 Oil and Gas sector. This index was chosen as it is a recognised equity market index of which Ithaca Energy is a member and
includes companies that Ithaca directly competes with.
Total Shareholder Return
Ithaca vs FTSE 350 Oil & Gas Index
120.41
118.37
Ithaca
TSR (rebased to 100)
FTSE 350 Oil & Gas
08/11/2022 30/12/2022 31/12/202531/12/202429/12/2023
0
75
150
Historical CEO remuneration outcomes
The table below outlines the Group CEO’s single figure for total remuneration, and annual bonus and LTIP outcomes as a percentage of maximum opportunity and will be built up over a period of ten years:
2025 2024 2023 2022
Annual bonus payout (as a % of maximum opportunity) 77.1% 60% 60% 78%
LTIP vesting (as a % of maximum opportunity)
1
– – – –
Group CEO single figure of remuneration (£000)
2
1,496 452 969 6,036
1 There is no LTIP vesting for the CEO in 2025.
2. CEO single figure remuneration in 2024 represents remuneration earned since appointment on 3 October 2024.
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Percentage change in remuneration of the Directors
The table below shows the change in remuneration over time including salary, bonus and benefits of each of the Directors and that of the wider workforce.
2024-25 2023-24 2022-23
Salary
1
Benefits
2
Bonus
3
Salary Benefits Bonus Salary Benefits Bonus
Executive Directors
Yaniv Friedman (Executive Chair) 105.8% 84.5% 179.4% – – – n/a n/a n/a
Luciano Vasques (CEO) 304.1% (20.9%) 422.6% n/a n/a n/a n/a n/a n/a
Iain Lewis (CFO) (17.2%) (14.2%) 6.3% 61.1% 20.4% 61.6% 0% 1.3% 61.1%
Non-Executive Directors
4
David Blackwood 10.6% – – 9.5% – – 0% – –
Guido Brusco n/a n/a n/a n/a n/a n/a n/a n/a n/a
Lynne Clow 10.6% – – 9.5% – – 0% – –
Francesco Gattei n/a n/a n/a n/a n/a n/a n/a n/a n/a
Assaf Ginzburg 17.7% – – 5.3% – – 0% – –
Deborah Gudgeon 10.6% – – 9.5% – – 0% – –
Tamir Polikar – – – – – – – – –
Itshak Sharon Tshuva n/a n/a n/a n/a n/a n/a n/a n/a n/a
Idan Wallace 1.8% – – n/a n/a n/a n/a n/a n/a
Zvika Zivlin 92.3% – – – – – – – –
Geraldine Murphy – – – – – – – – –
All UK-based employees
5
4.4% 3.9% 25.1% 5.8% 5.6% 6.4% 5.2% 7.0% (0.6%)
1 Changes in salary for Yaniv Friedman reflect a part year for 2024 from his appointment date of 28 June 2024 and a salary increase from 1 September 2025. Changes in salary for Luciano Vasques reflect a part year for 2024 from his appointment date of 3 October 2024. Changes in salary
for Iain Lewis reflect a decrease in his contracted hours from 100% of normal business hours for the period 1 January 2024 to 31 October 2024 to 80% for the period 1 Oct 2024 to 31 December 2025.
2 Changes in benefit for Yaniv Friedman are due to the part year for 2024 and relocation support received during 2025. Changes in benefit for Luciano Vasques are due to the part year for 2024 and a lower relocation support amount received during 2025. The change in benefits for Iain
Lewis is due to the variation in working hours between 2024 and 2025.
3 The percentage change in bonus for both Yaniv Friedman and Luciano Vasques reflects the part year for 2024 and stronger Company performance in 2025. The percentage change in bonus for Iain Lewis reflects the reduction to his contracted hours for the period offset by stronger
Company performance in 2025.
4 Geraldine Murphy was appointed as an independent NED on 1 October 2025.
5 UK-based employees are shown as this comprises Ithaca Energy’s entire workforce. The same population as at 31 December 2024 and 31 December 2025 has been used to calculate the change in remuneration which is calculated on a full-time equivalent basis.
How pay was set across the wider workforce in 2025
Our approach for setting pay across the wider workforce aligns with our executives. Base salaries are targeted at an appropriate level to reflect an individual’s role and responsibilities against the relevant market for which the Company competes
for talent. In 2025, all employees were eligible to be considered for a bonus award which rewards for performance at a suitable level for the employee’s role. The Company engages with its employee associations on remuneration matters.
Additionally, the Board has established a programme to connect with and gather feedback from employees, details of which are set out on page 52. This provides opportunities to have direct communication between employees and NEDs on a
range of topics, including remuneration.
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CEO Pay ratio reporting
The table below shows the ratio at median, 25th and 75th percentile of the total remuneration received by the Group CEO compared to the total remuneration received by UK employees. Total remuneration reflects all remuneration received
by an individual, and includes salary, benefits, bonus, pension and value from incentive plans. Details on total remuneration for each quartile employee, and the salary component within are shown.
Year Method
P25
(lower quartile)
P50
(median)
P75
(upper quartile)
2025 Option B 14:1 13:1 9:1
2024 Option B 13:1 12:1 9:1
2023 Option B 11:1 9:1 6:1
2022 Option B 65:1 57:1 44:1
The Company has reviewed the methodology to calculate the CEO pay ratio and has used Option B, whereby we have identified employees for comparison using our gender pay gap data set (snapshot data from 5 April 2025) as it uses a data
set which has already been processed and reviewed by the Remuneration Committee and enables timely reporting for disclosure purposes. Employees at P25, P50 and P75 were identified; no adjustments were made to the data set. The total
remuneration was calculated on a full-time basis for these three employees, and for others either side of the quartiles to check for anomalies.
The single figure for the CEO used to calculate the ratio is based on the earnings for Luciano Vasques for the full year. It does not include any LTIP vesting outcomes.
All employees receive a base salary that is market competitive for their role, with a benefits offering that is consistent across all levels of employees. Executive Directors and senior managers have a competitive total remuneration package that
includes differentiation in variable pay elements, which is designed to balance fixed and variable pay and ensure alignment to business strategy and shareholder value, focused on both short and long-term performance. The Company believe the
median pay ratio is consistent with the wider pay and reward principles and anticipates the CEO pay ratio reporting will demonstrate the variable pay difference as the LTIP plans vest.
The table below shows the total remuneration figure for each quartile employee and the salary component within this.
Year Method
P25
(lower quartile)
P50
(median)
P75
(upper quartile)
2025 Salary
1
£78,525 £89,500 £112,088
Total remuneration £107,839 £118,915 £158,653
1 Given the different fixed pay structures for offshore and onshore employees, applicable offshore allowances have been included in the salary figures.
In reviewing the employee pay data, the Committee is comfortable that the P25, P50 and P75 individuals identified appropriately reflect the employee pay profile at those quartiles, and that the overall picture presented by the ratios is
consistent with our pay, reward and progression policies for employees.
Relative importance of spend on pay
The table below outlines the Group’s adjusted net income, dividends paid to shareholders and share buybacks, compared to overall spend on pay in total. Adjusted net income is shown, as this is one of the Group’s key measures of performance.
2025
$m
2024
$m
% change between
2024-2025
Adjusted net income 289.2 323.6 (11.6)%
Ordinary dividends paid to shareholders 497.7 432.7 15%
Share buybacks – – –
Total staff costs 189.6 132.8 42.8%
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Statement of Directors’ shareholding and share interests
ED share ownership requirements
Under the current Policy, EDs are required to build a shareholding in the Company of 1x value of their total annual LTIP award. As all of the Executive Directors received the same LTIP award, the shareholding requirement is the same.
Role % of base salary
All Executive Directors 200%
• EDs are required to retain 50% of the net shares released from Deferred Share Bonus Plan and LTIP awards until the shareholding requirement is met
• The shareholding requirement should normally be built up over a period not exceeding five years
• Unvested share awards that are subject to performance conditions are not taken into account in applying this test
• A post-cessation holding period of two years applies. This is at the same level as the current (within employment) guideline for the first year, reducing to half in the second year. The Committee retains the discretion to waive part or all of the
guideline where considered appropriate, for example in exceptional or compassionate circumstances
ED share ownership requirements (audited)
Shares held Options held
Owned outright
1
Vested but not
exercised
2
Unvested and subj. to
continued employment
3
Unvested and subj.
to perf. conditions
4
Shareholding
requirement
(% of salary)
Shareholding at
31 December
2025
5
Requirement
met
Current Executive Directors
Yaniv Friedman 41,715 – 86,464 1,171,104 200% 29% No
Luciano Vasques 152 – 53,014 1,352,356 200% 8% No
Iain Lewis 3,137 63,399 552,418 1,163,200 200% 137% No
1. Shareholding reflects shares owned outright for all Executive Directors include purchased shares under the SIP. Yaniv Friedman purchased 40,000 ordinary shares on 1 December 2025.
2. Iain Lewis: 40,000 options after exercises from a one-off grant of 120,000 nil cost options in December 2022, which are now fully vested. The amount includes a dividend equivalent of 23,399 shares.
3. Yaniv Friedman and Luciano Vasques: Shares awarded under the deferred bonus share plan for 2023 and 2024 annual bonus plan and the share incentive plan. Iain Lewis: Shares awarded under the deferred bonus share plan for 2023 and 2024 annual bonus plan, 2022 LTIP vesting in April
2026 (performance period ending 31 December 2025) and the share incentive plan.
4. 2024 and 2025 LTIP Awards granted to Yaniv Friedman, Luciano Vasques and Iain Lewis.
5. Current shareholding requirements calculated using shares held (beneficially or in trust), and options (on a net of tax basis) that are vested or unvested subject to continued employment, using a share price of £1.6580, the closing price on 31 December 2025.
The only changes to EDs interests in Ithaca Energy Shares during the period 1 January 2026 to 17 March 2026 relate to 944 shares each acquired by Yaniv Friedman, Luciano Vasques and Iain Lewis under the Company’s Share Company’s
Share Incentive Plan, in which all employees are eligible to participate.
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Promoting all-employee share ownership
We believe that share ownership by our employees helps them to understand the interests of the Company’s shareholders. On 31 December 2025 a total of 644 employees (83% ) were shareholders through participation in the Ithaca Energy
plc Share Incentive Plan, with an average monthly contribution of £146. This allows employees to buy Ithaca Energy plc shares directly from their earnings.
Statement of implementation of Policy in the following financial year
The following provides guidance on the proposed application of the Directors Remuneration Policy, subject to approval at the May 2026 AGM.
Salary
Executive Director salaries were reviewed by the Committee in September 2025. Yaniv Friedman received a 11.1% salary increase in September 2025 (effective 1 September 2025), to bring his salary in line with the market, given his role and
responsibilities, particularly around mergers and acquisitions which is a key part of our strategy. Luciano Vasques and Iain Lewis’ salary were considered appropriately placed to the market at £600,000 and £500,000 (full time equivalent)
respectively. Effective 1 January 2026, Iain Lewis returned to full-time employment, having previously worked four days per week. Accordingly, his salary as Chief Financial Officer was reinstated to it’s full-time equivalent level at £500,000.
As a result, the normal salary review process for the Executive Directors has been delayed and shall be carried out in 2026, with the outcome detailed in the 2026 Annual Report and Accounts. The Committee considers this appropriate, in the
context of the market.
Name Position Current Salary Revised Salary % increase
Yaniv Friedman Executive Chairman £500,000 £500,000 0%
Luciano Vasques Chief Executive Officer £600,000 £600,000 0%
Iain Lewis Chief Financial Officer £500,000 £500,000 0%
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2026 Bonus award levels and performance
The maximum bonus award level for all Executive Directors is 175% of salary, with target set at 50% of maximum (87.5%). 50% of any bonus achieved will be deferred to shares. The Committee set targets for the 2026 performance year
in March 2026. Due to commercial sensitivity, actual targets and ranges will be disclosed at the end of the performance period. The Remuneration Committee retains an appropriate level of flexibility to apply discretion to ensure that
remuneration outcomes reflect overall performance and values.
Performance metrics for the 2026 annual bonus
Category Weighting Metric
Health, safety and environment 25% Safety events (15%), Emissions intensity (5%) Strategic Plan (5%)
Operations 35% Production (17.5%), Operating expense (17.5%)
Financial 20% Free cash flow (20%)
Strategy & Growth
1
20% Strategic plan (20%)
1. M&A is critical to the success of Ithaca Energy and therefore we want to ensure that management are incentivised to deliver deals in the right way and continue their strong record of value-accretive M&A. Therefore, the Committee is considering a method of incentivising and rewarding the
successful delivery of transformational M&A transactions in the performance period, which would not exceed an overall bonus outcome of 175% of salary. Full details of the final approach will be reported in the 2026 Annual Report and Accounts.
2026 LTIP award levels and performance measures
LTIP participation levels for the performance period 1 January 2026 to 31 December 2028 will be 225% for all Executive Directors.
Performance is measured over a period of three financial years, and subject to a post vesting holding period of two years. The performance measure for the 2026 LTIP is proposed as 100% weighted to TSR versus the comparator group. There
is no change to the comparator group from 2025, which is considered relevant. The peer group will be subject to re-evaluation throughout the performance period to adjust for the effects of corporate events such as mergers and acquisitions,
with substitutes introduced where necessary to maintain the approximate size and comparability of the Group. Relative TSR will be calculated incorporating a 3-month average of return index prior to start and at the end of the performance
period. The calculation will be on a local currency basis.
Category Weighting Metric
Threshold
(25% vesting)
Maximum
1
(100% vesting)
TSR 100% TSR versus comparator group
2
Median Upper quartile or above
1. Nil vesting below threshold performance, performance between threshold and maximum ranges between 25% and 100% on a straight-line basis.
2. Ithaca Energy’s TSR performance 2026-2028 will be assessed against that of: Capricorn Energy, Diversified Energy, DNO ASA, Energean, EnQuest, Genel Energy, Harbour Energy, Kosmos Energy, Maurel & Prom, Meren Energy, Okea ASA, Seplat Energy, Serica Energy, Tullow Oil and
Vermillion Energy.
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Remuneration for Non-Executive Directors
Single total figure for remuneration for Non-Executive Directors (audited)
The table below sets out the total remuneration earned by each NED who served during 2025:
Non-Executive Directors
Fees
2025
£’000
Benefits
2025
£’000
Other
2025
£’000
Total
2025
£’000
Fees
2024
£’000
Benefits
2024
£’000
Other
2024
£’000
Total
2024
£’000
David Blackwood 115 – – 115 104 – – 104
Guido Brusco
1
– – – – – – – –
Lynne Clow 115 – – 115 104 – – 104
Francesco Gattei
1
– – – – – – – –
Assaf Ginzburg 93 – – 93 79 – – 79
Deborah Gudgeon 115 – – 115 104 – – 104
Itshak Sharon Tshuva
2
– – – – – – – –
Tamir Polikar
3
92 – 92 – – – –
Idan Wallace
4
79 – – 79 78 – – 78
Zvika Zivlin
5
138 – – 138 72 5 – 77
Geraldine Murphy
6
21 – – 21 – – – –
1. Guido Brusco and Fransesco Gattei are nominated Directors by Eni S.pA as a majority shareholder. They receive no fee from Ithaca for their directorship of the Company.
2. Itshak Sharon Tshuva was appointed on 30 March 2023. He is a nominated Director by Delek as a major shareholder and receive no fees from Ithaca for their Directorship of the Company.
3. Tamir Polikar was nominated Director by Delek as major shareholder and appointed to the Board on 3 October 2024. He receives a fixed fee, as a shareholder nominated Director, of £79,000 per annum.
4. Idan Wallace is a nominated Director by Delek as a major shareholder and was appointed to the Board on 10 October 2022. He receives a fixed fee, as a shareholder nominated Director, of £79,000 per annum.
5. Zvika Zivlin is a appointed to the Board 16 May 2024. Benefits represent the gross taxable value of expenses relating to travel incurred whilst on company business.
6. Geraldine Murphy was appointment to the board on 1 October 2025. Fees and benefits for her appointed term are shown.
All other NEDs were appointed to the Board on 31 October 2022.
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Approach to NED fees for 2026
The fee structure for the INEDs is reviewed annually to ensure it is appropriate to reflect time commitments, demands and responsibilities for the role. The next review will take place during 2026.
Role 1 January 2026 1 January 2025
Board membership fee £85,000 £85,000
Additional fees paid:
Senior Independent Director £45,000 £45,000
Committee Chair
1
:
Audit and Risk, Remuneration, HSE £30,000 £30,000
Committee Members:
Additional Committee member fee where a member of three or more Committees
2
£8,000 £8,000
1. Yaniv Friedman’s base salary is deemed to include any other fees as a Director of the Company or Group; as such a fee for his role as the Chair of the Nomination Committee has not been set.
2. Where a NED is a member of three or more Committees, but not where they are the Committee Chair, and attend more than 75% of meetings, an additional fee is paid.
NED shareholdings (audited)
NEDs
Shares held at
31 Dec 2025
Shareholding
requirement
(% of fees)
Current
shareholding
1
(% of fees)
Requirement
met
David Blackwood 20,000 100% 39% No
Lynne Clow 24,932 100% 49% No
Assaf Ginsburg 110,000 100% 215% Yes
Deborah Gudgeon 20,000 100% 39% No
Tamir Polikar 0 100% 0% No
Idan Wallace 0 100% 0% No
Zvika Zivlin 0 100% 0% No
Geraldine Murphy 0 100% 0% No
1. Current shareholding has been calculated using shares held (beneficially or in trust) using a share price of £1.6580, the closing share price on 31 December 2025.
There were no changes to NEDs interests in Ithaca Energy Shares during the period 1 January 2026 to 17 March 2026.
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Statement of voting at AGM
The results of the shareholder vote at the Company’s 2025 AGM on 14 May 2025 in respect of the 2024 Directors’ Remuneration report is set out below.
Percentage of votes cast Number of votes cast
WithheldFor Against For Against
Director Remuneration report 99.69% 0.31% 968,269,705 3,013,328 63,545
Directors’ Remuneration Policy (result from the Company’s AGM on 24 May 2023 in respect of the Policy presented in the 2022 report) 99.64% 0.36% 957,531,800 3,493,618 925
Ithaca Energy’s Remuneration Policy
This section of the revised Directors Remuneration Report sets out the Directors Remuneration Policy, (the Policy), as reviewed and approved by the Board. As required, it complies with Schedule 8 to The Large and Medium-sized Companies
and Group (Accounts and Reports) Regulations 2008 (as amended).
It is intended that the Policy will be put before shareholders for approval by way of a binding vote at the Company’s AGM on 13 May 2026. If approved by shareholders, the Policy will have effect immediately thereafter, and applied to the 2026
bonus and LTIP awards. Until such approval, the Company’s existing Remuneration Policy will continue to apply.
Summary of decision-making process and changes to Policy
In determining the Policy, the Committee followed a robust process which included discussions on the content of the proposed Policy at a number of Committee meetings. The Committee considered input from Management and our
independent advisors, and sought the views of our major shareholders. The Committee also assessed the proposed Policy against the principles of clarity, simplicity, risk management, predictability, proportionality, and alignment to culture.
Overview of key changes
Following the review of the Remuneration Policy, the following key changes have been made:
• The annual bonus maximum opportunity has been increased to 200% of salary
• Bonus deferral will continue at 50% of the bonus earned until the share ownership guideline has been achieved, at which point the Committee will have the ability to reduce the deferral requirement down to 20%
• The long-term incentive plan maximum opportunity has been increased to 250% of salary
• Share ownership guidelines have increased to align with the value of the annual LTIP award (up to maximum of opportunity of 250% of base salary)
• The One-off recruitment award providing the ability to grant a one off share award has been increased to 250% of salary
The context in which the changes have been made, and the associated rationale, are set out in the Remuneration Committee Chairs letter on pages 124 to 127. Other minor changes have been made to improve the operation and clarity of the
Proposed Policy.
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Policy Table
Element Operation Maximum opportunity Performance Conditions and Assessment
Base salary
Provides a competitive fixed level of remuneration to
attract and retain EDs of the necessary calibre to execute
Ithaca Energy’s strategy and deliver shareholder value.
Base salaries are paid in cash and reflect an individual’s
responsibilities, performance, skills and experience.
Base salaries for the EDs will normally be reviewed
annually by the Committee.
Salaries are set with reference to pay increases for the
general workforce, market data for peer companies
in the Oil and Gas sector and UK listed companies,
company performance and affordability, experience and
responsibilities of the individual ED.
There is no prescribed maximum base salary or maximum
annual increase.
The Committee is guided by the general increase for the
broader employee population but on occasion may need to
recognise, for example, an increase in the scale, scope or
responsibility of the role, as well as market rates.
Individual and Group performance are taken into
consideration when deciding salary levels.
Benefits
Provides EDs with a suitable but reasonable package of
benefits as part of a competitive remuneration package.
In line with the wider workforce, benefits may be provided
where appropriate and on a market-related basis, including
but not limited to health insurance, life insurance/death
in service, reasonable travel (including the tax cost where
appropriate), car allowance and relocation expenses (where
relocation is required by the Company).
EDs will be able to participate in the Company’s
all-employee share plans on the same basis as other
eligible employees.
There is no maximum level of benefits provided to an
individual Executive Director. The Committee determines
the appropriate level taking into account market practice
and individual circumstances.
The maximum annual value is based on the cost to the
Company and is not pre-determined.
Maximum contributions under all employee share plans will
be set in line with the wider workforce and within any other
relevant operating limits.
Not applicable
Pensions
Provides market-competitive retirement benefits for EDs
Pension provision is a payment into a defined contribution
pension scheme and/or a cash amount in lieu of a
pension contribution.
Pension payments do not form part of salary for the
purposes of determining the extent of participation in the
Company’s incentive arrangements.
The maximum pension provision for EDs is in line with the
wider workforce which is currently 15% of salary.
Any cash amount paid may be reduced to take into
account additional employer costs.
Not applicable
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Element Operation Maximum opportunity Performance Conditions and Assessment
Annual Bonus
Rewards EDs for the delivery and achievement of
short-term, annual stretching financial targets and key
performance indicators which form part of the
business strategy.
Performance measures and targets are normally set at the
beginning of each financial year. Performance is normally
assessed over one financial year.
Normally, 50% will be paid in cash and 50% will be deferred
into ordinary shares for three years, unless the Committee
determines otherwise. However, once an ED has achieved
the minimum shareholding requirement, the deferral
portion will normally be reduced down to 20% (deferred into
ordinary shares for three years) with remaining 80% paid
in cash.
Deferred share awards may include additional shares (or, at the
discretion of the Committee, cash) equivalent to the value of
the dividend roll-up, and may assume dividend reinvestment.
Malus and clawback provisions apply.
The Committee has discretion to adjust formulaic
outcomes if they are not considered to be representative
of the overall financial performance of the Company.
Any adjustments applied will be explained in the relevant
Directors’ Remuneration Report.
The maximum annual bonus opportunity is 200% of
base salary.
Performance measures and weightings are reviewed
annually to ensure they continue to support the
achievement of the Company’s key strategic priorities
and are sufficiently stretching in the context of the
business plan.
Performance measures typically relate to financial,
strategic and operational KPIs.
Up to 25% of the maximum bonus is paid for achieving
a threshold level of performance and the full bonus is
paid for delivering stretching levels of performance. For
performance below threshold, no bonus is paid.
Remuneration Committee report continued
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Element Operation Maximum opportunity Performance Conditions and Assessment
Long Term Incentive Plan (LTIP)
Rewards EDs for achievement of the Group’s longer-
term objectives. Aligns the EDs interests with those
of shareholders.
Aids in the recruitment and retention of key personnel
and encourages focus on delivering against the Group’s
long-term strategy.
Annual awards of shares granted which vest subject to
performance and continued employment at the end of the
performance period, which is usually at least three years.
Performance Share Plan (PSP) awards will normally be
subject to a two-year holding period following vesting.
Upon vesting, sufficient shares can be sold to pay the tax.
LTIP awards may include additional shares (or, at the
discretion of the Committee, cash) equivalent to the
value of the dividend roll-up, and may assume dividend
reinvestment over the period from grant to the earlier of
the end of the holding period and the date of exercise.
Malus and clawback provisions apply.
The Committee has discretion to vary the percentage
of awards vesting downwards or upwards in appropriate
circumstances, if they are not considered to be
representative of the overall financial performance of the
Company. Any adjustments applied will be explained in the
relevant Directors’ Remuneration Report.
Maximum annual award is 250% of base salary in
performance share equivalents.
The Committee sets performance measures and targets
for each PSP grant. Measures, weightings and targets are
selected based on the business priorities for Ithaca Energy
at that time, to ensure they are challenging and fair.
Financial metrics (including TSR) will comprise of at least
half of the PSP award. The Committee may exercise its
discretion to introduce additional or alternative measures
which are aligned to the delivery of the business strategy.
The applicable performance conditions for awards granted
in the year under review and for future awards will be set
out in the relevant Directors Remuneration Report.
Up to 25% of the award vests for threshold level of
performance. For performance below threshold,
no award vests.
Shareholding requirement
To ensure that EDs interests are aligned with those
of shareholders.
To ensure long-term alignment through the operation of
post-employment shareholding requirements.
EDs are required to hold shares in the Company:
• During service as an ED, equal to the value of the same
multiple of salary at which LTI awards are made to that
ED. This requirement should be achieved over a five-
year period; and
• For two years following cessation of employment,
EDs are subject to a post-employment shareholding
requirement. The requirement is equal to the lesser
of the shareholding on cessation and the in-
employment requirement
The Committee will regularly review the shareholding
guidelines. It has discretion to disapply or reduce the
shareholding guidelines in extenuating circumstances.
There is no maximum, but minimum levels have been set
at the equivalent of the EDs most recent annual long term
incentive opportunity
EDs who have not yet met their shareholding guideline
will normally be expected to retain at least 50% of any
deferred bonus awards and PSP awards which vest (net of
tax) until such time as this level of holding is met.
Not applicable.
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Remuneration Committee report continued
Notes to the Policy table
Explanation of chosen performance measures and target setting
Performance measures will be selected to reflect the key performance indicators which are critical to the realisation of our business strategy and delivery of shareholder returns, which normally includes Total Shareholder Return (TSR). The
performance targets are reviewed each year to ensure that they are sufficiently challenging. When setting these targets the Committee will take into account a number of different reference points including, for financial targets, the Group’s
business plan and consensus analyst forecasts of Group performance. Full vesting will only occur for what the Committee considers to be excellent performance.
Malus and Clawback
The following table illustrates the time periods during which malus and clawback provisions may apply for each element of variable remuneration. The selected malus and clawback periods have been set to ensure that the Remuneration
Committee retains appropriate oversight of performance outcomes over a timeframe that reflects both the nature of Ithaca Energy’s business and prevailing industry practice.
Remuneration Element Malus Clawback
Annual bonus (cash) Up to the date of the cash payment. Up to three years post the date of any cash payment.
Annual bonus (deferred shares) To the end of the three-year vesting period. Up to three years post-vesting.
LTIP To the end of the three-year vesting period. Up to three years post vesting.
Conditions under which malus and clawback may apply include:
• If it is discovered that there has been a material misstatement of the Group’s financial results for any period;
• If it is discovered that an error of calculation has occurred when assessing the performance conditions or size of award;
• If the participant has committed fraud or misconduct;
• If circumstances where the Participant has, by an act or omission, contributed to injury to the reputation of the Group;
• If the behaviour of the participant materially fails to reflect the governance or values of Ithaca Energy or has caused injury to the reputation of the Group; and/or
• If the Company has suffered an instance of material corporate failure.
• Any other circumstances that the Committee, in its discretion, considers to be similar in nature or effect to those above.
Discretions
In line with market practice, the Committee retains discretion relating to operating and administering the Annual Bonus and LTIP. This discretion includes:
• Who participates;
• Timing of awards and/or payments;
• Size of awards, within the overall limits disclosed in the Policy table;
• The manner in which awards are settled;
• Determination of vesting;
• Ability to override formulaic outcomes;
• Treatment of awards in the case of change of control or restructuring;
• Treatment of leavers within the rules of the plan, and the policy on payments for loss of office; and
• Adjustments needed in certain circumstances, for example, a rights issue, corporate restructuring or special interim dividend. In exceptional circumstances such that the Committee believes the original measures and/or targets are no longer
appropriate e.g. corporate activity, the Committee has discretion to amend performance measures and targets during the year.
The Committee may also, in exceptional circumstances, amend the formulaic annual bonus pay-out and/or amend the LTIP vesting upwards or downwards should the formulaic outcome not, in the view of the Committee, reflect the overall
business performance or individual contribution.
Any such changes would be explained in the subsequent Report and, if appropriate, be the subject of consultation with the Company’s major shareholders. Consistent with best practice, the LTIP rules also provide that any such amendment
must not make, in the view of the Committee, the amended condition materially less difficult to satisfy than the original condition was intended to be before such event occurred.
Remuneration Committee report continued
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Approach to recruitment remuneration
In the event that a new ED or NED was to be appointed, the Committee will offer a package that is sufficient to attract, retain and motivate the right talent, with remuneration determined consistent with the Policy table, paying no more than is
considered necessary. The table below sets out the additional elements of remuneration that would be considered for the appointment of a new ED.
Remuneration element Policy and Operation
Buy-out awards • If it were necessary to attract the right candidate, due consideration would be given to making awards necessary to compensate for forfeited awards in a previous employment.
• In making any such award, the Committee will take into account any performance conditions attached to the forfeited awards, the form in which they were granted and the timeframe of the
forfeited awards.
• The value of any such award will be no higher, on recruitment, than the forfeited awards and will not be pensionable nor count for the purposes of calculating bonus and LTIP awards.
• Any such award would be in addition to the normal bonus and LTIP awards set out in the Policy table.
Relocation Costs • Where appropriate, the Company will offer reasonable relocation benefits to assist them, and their dependants in moving home and settling into the new location and to help support with the
costs of a relocation or a residence outside a home country.
• Benefits would normally be market-related and time-bound.
One-off recruitment award • The Remuneration Committee retains the ability to grant a one-off share award that ordinarily would be subject to performance conditions of up to 250% of salary in addition to a normal LTIP
award in exceptional recruitment circumstances, where absolutely necessary and in the best interests of shareholders.
Alignment of the Policy with the wider employee population
The Group aims to provide a remuneration package for all employees that is market-competitive and operates the same reward and performance philosophy throughout the business. The table below sets out details on the remuneration
approach for employees, including EDs:
Element of reward Approach
Base salary • Salaries for employees are set in line with market levels, in order to attract and retain employees.
• Employees’ salaries are reviewed annually, with increases for EDs normally being set with reference to increases for employees.
Benefits • All employees, including EDs, are eligible to participate in the Company’s benefits, which include 3.5 times salary death-in-service cover, private medical benefit, dental plan and income
protection. Employees can increase and/or extend cover if they so choose.
• The Company will operate a Share Incentive Plan (SIP), which will offer a 2:1 match on shares purchased by employees up to statutory limits. All employees will be eligible to participate
in this plan.
Pension • All employees are eligible to participate in a defined contribution pension scheme with a 15% employer contribution. The approach is the same for EDs.
Annual bonus • All employees are eligible to participate in annual bonus arrangements, with payouts being based on a combination of corporate and personal performance. The same corporate scorecard is
used for EDs as the employee population.
• Different bonus opportunities reflect the levels of employee seniority, determined by grade, with more senior employees receiving higher bonus opportunities to increase the proportion
of their pay that is performance-based and at risk.
Long-term incentives • Long-term incentive awards are available to senior management, with the same performance conditions as those for the EDs.
• In addition, a number of more junior individuals participate in the Restricted Share Plan (RSP), under which share awards are granted without performance conditions.
Shareholding requirements • Only EDs have a shareholding requirement.
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Remuneration Committee report continued
Service contracts for Executive Directors
The period of notice required in the service contracts is six months by the ED and the Company. The service contracts and letters of appointment are available for inspection by shareholders in advance of and at the forthcoming AGM, and
during normal business hours at Ithaca Energy’s registered office address. There are no further obligations which could give rise to a remuneration or loss of office payment other than those set out in the Policy table, the policy on payments for
loss of office and change of control.
Payments for loss of office
We are committed to ensuring a consistent approach, so that we do not pay more than is necessary in circumstances of loss of office. In the event of any termination of a contract, the aim is to seek to minimise any liability. If an ED’s
employment is terminated, any compensation arrangements will not normally exceed those set out in their service contract or the rules of the relevant incentive plans.
When assessing whether payments will be made in respect of loss of office, the Committee will take into account individual circumstances including the reason for the loss of office, performance of Ithaca Energy and individual performance up
to the loss of office and any contractual obligations of both parties.
Contractual payments
In the event of early termination, the Company may make a payment in lieu of notice up to a maximum of six months’ salary. Any payment is subject to phasing and mitigation requirements.
In the event of gross misconduct, the Company may terminate the service contract of an ED immediately and with no liability to make further payments other than in respect of amounts accrued at the date of termination.
The current ED service contracts permit the Company to put an ED on garden leave for some or all of the duration of the notice period.
Annual bonus and LTIP
The treatment of awards under the Annual bonus and LTIP for leavers will depend on whether or not they are classified as a Good Leaver. This would typically be where an ED left for reasons including retirement, redundancy, death, ill-health,
injury or disability, the sale of a business outside of the Group or the employing Company ceases to be a member of the Group, or any other circumstances as determined by the Committee.
For ‘other’ leavers, account will be taken of individual circumstances, contractual terms, circumstances of the termination and the commercial interests of the Company to determine whether or not to treat as a Good Leaver.
Remuneration Committee report continued
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The table below sets out the leaver treatment for awards under the Annual Bonus and LTIP.
Remuneration Element Treatment for Good Leaver Treatment for Other Leaver Remuneration Committee Discretion
Annual Bonus (cash) • Eligible for a bonus paid, taking into account performance.
• Any bonus paid would normally be subject to pro-rating for
time served as an ED during the year.
• Bonus payments would ordinarily be made at the normal
time following the year end
• Normally, a portion of any bonus earned would be deferred
into shares for three years, consistent with the treatment in
the Policy table.
• No eligibility for bonus • It is at the discretion of the Committee as to whether
departing EDs would be paid a bonus. In exercising its
discretion on determining the amount payable, and the
form and timing of payment, to an ED on termination of
employment, the Board would consider each instance
on an individual basis, taking account of factors such as
performance and circumstances of the termination.
• When determining whether a bonus or any other payment
should be made to a departing ED, the Committee will
ensure that no ‘reward for failure’ is made.
Annual Bonus (Deferred) • Unvested deferred bonus awards continue to vest at
their normal vesting date, unless the Committee
determines otherwise
• Unvested deferred bonus awards will lapse • The Committee may allow deferred bonus awards to vest as
soon as reasonably practicable on cessation of employment
in exceptional circumstances, such as ill-health
LTIP • LTIP awards continue to vest at their original vesting
date, subject to satisfaction of the relevant
performance conditions.
• In the event of death, LTIP awards will normally vest
immediately. The number of awards vesting will be
determined by the Committee taking into account
performance as at the date of cessation. The number of
awards vesting will normally be reduced to reflect the
proportion of the vesting period that has elapsed at the date
of cessation of employment. Any vested but unexercised
awards can be exercised in the 6-month period (or
12-month period in the case of death) following cessation
or vesting.
• Unvested LTIP awards lapse on the date of cessation
of employment.
• The Committee may allow LTIP awards to vest as soon
as reasonably practicable on cessation of employment
in exceptional circumstances, such as ill-health. The
Committee may decide, acting fairly and reasonably, that a
lesser reduction for time may be made.
Payments in the event of a change of control
The treatment of each element of remuneration under a change of control is set out in the table below.
Remuneration element Remuneration Policy and operation
Annual bonus (cash) • An annual bonus may be paid subject to time pro-rating (unless the Committee determines otherwise) and performance to the date of the change of control.
• Any annual bonus awarded would be paid fully in cash.
Annual bonus (deferred shares) • Unless the Committee agrees to exchange outstanding deferred bonus awards into awards in the acquiring Company, any outstanding deferred shares will ordinarily vest in full at the date of
change of control (other than in respect of an internal reorganisation).
LTIP • Unless the Committee agrees to exchange outstanding LTIP awards into awards in the acquiring Company, LTIP awards will vest subject to time pro-rating and performance at the date of
change of control (other than in respect of an internal reorganisation).
• The Committee has discretion to reduce the extent of or disapply time pro-rating.
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Remuneration Committee report continued
Remuneration Policy – Independent Non-Executive Directors
Independent Non-Executive Directors are appointed pursuant to a letter of appointment for an initial period which is normally three years, which may be subject to renewal thereafter. The letters of appointment at available for viewing at Ithaca
Energy’s registered office during normal business hours, and prior to and at the AGM.
The NEDs will only receive payment until the date their appointment ends and no compensation is payable on termination. The appointment of any non-independent NED is terminable in accordance with the relevant Relationship Agreement.
The table below sets out the key elements of the Policy for NEDs:
Element Operation Maximum opportunity Performance conditions and Assessment
NED Fees
Provides a market competitive level of
fees to reflect the time commitment and
contributions that are expected from
the NEDs.
The Board as a whole is responsible for setting the remuneration of
the NEDs, other than the Chair whose remuneration is determined by
the Committee.
NED fees can be paid in cash or shares (with no performance conditions)
but are currently paid all in cash. Additional fees may be paid for additional
responsibilities such as acting as Senior Independent Director or for
membership or chairing sub-committees of the Board.
The NEDs do not participate in Ithaca Energy’s incentive arrangements
and no pension contributions are made in respect of them. Reasonable
travel and subsistence expenses (including the tax cost where appropriate
and within the Company’s travel and expenses policy) may be paid or
reimbursed by Ithaca Energy.
The fees paid to NEDs will normally be reviewed annually,
but the Committee reserves the right to review fees on
a discretionary basis if it believes an adjustment is required
to reflect market rates, scope of responsibilities
or performance.
There is no prescribed maximum increase, but in general
the level of fee increase for the NEDs will be set taking
account of any change in market rates, responsibility or
time commitment required, and the general rise in salaries
across the UK workforce.
Not applicable
Shareholding requirement
To ensure that NEDs’ interests are aligned
with those of shareholders.
NEDs are expected to build and maintain a holding in the Company’s
shares of 100% of their base fee.
NEDs have seven years from the date of their appointment to the
Board to build and maintain this holding. The Committee may waive this
requirement for certain exceptional personal circumstances.
Consideration of wider employee views
Remuneration arrangements are determined throughout Ithaca Energy based on the same principle that reward should be achieved for delivery of Ithaca Energy’s business strategy and should be competitive within the market to attract and
retain high calibre talent, without paying more than is necessary.
Senior managers below Board level with a significant ability to influence Ithaca Energy’s results may participate in an annual bonus plan and a long-term incentive which reward both performance and loyalty and are designed to retain and motivate.
When forming this Policy and reviewing the remuneration of the EDs and other senior employees, the Committee considered pay and employment conditions across Ithaca Energy and is comfortable that the proposed Policy is appropriate
and consistent with the approach to remuneration across the Group. Whilst the Committee did not undertake a formal employee consultation exercise during this policy review, to ensure the policy remains aligned with the wider employee
experience, the Committee considered the range of base salary increases across Ithaca Energy when determining increases to award to the EDs. Other considerations include: changes in benefits and bonus, in addition to salary, of UK
employees compared with that of Directors; the ratio of CEO pay to that of employees; spend on pay compared with, for example net income and dividends; and gender pay gaps.
Remuneration Committee report continued
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Consideration of shareholder views
The Committee takes the views of shareholders seriously and these views are taken into account in shaping remuneration policy and practice. Shareholder views are considered when evaluating and setting remuneration strategy and we actively
engage with our major shareholders on a range of topics including executive remuneration to better understand their perspectives and solicit feedback. The Committee welcomes an open dialogue with its shareholders on all aspects of remuneration.
Illustrations of the application of the Policy
The charts below illustrate the potential future value and composition of the ED’s total remuneration opportunities under four performance scenarios (‘Minimum’, ‘On-Target’, ‘Maximum’ and ‘Maximum with 50% share price appreciation
between award and vest of the PSP’) for the first complete year in which the Remuneration Policy will apply.
18%
35%
43% 36%
27%
34% 28%
100% 37% 23% 19%
On-Target Maximum Maximum with 50%
share price growth
£3.79m
£1.91m
£3.11m
£0.71m
CEO
Minimum On-Target Maximum Maximum with 50%
share price growth
Total fixed Annual bonus LTIP Share price growth
£0.0m
£0.5m
£1.0m
£1.5m
£2.0m
£2.5m
£3.0m
£4.0m
£3.5m
18%
36%
44% 36%
28%
34% 28%
100% 37% 22% 18%
£3.14m
£1.58m
£2.58m
£0.58m
CFO
Minimum On-Target Maximum Maximum with 50%
share price growth
Total fixed Annual bonus LTIP Share price growth
£0.0m
£0.5m
£1.0m
£1.5m
£2.0m
£2.5m
£3.0m
£3.5m
18%
35%
43% 36%
28%
34% 28%
100% 37% 23% 19%
£3.15m
£1.59m
£2.59m
£0.59m
Executive Chair
Minimum On-Target Maximum Maximum with 50%
share price growth
Total fixed Annual bonus LTIP Share price growth
£0.0m
£0.5m
£1.0m
£1.5m
£2.0m
£2.5m
£3.0m
£3.5m
Fixed Pay • 2026 salaries, as disclosed on page 136
• Benefits reflect the core benefits for each of the Executive Directors
• Pension contribution of 15% of salary
Minimum On-Target Maximum Maximum with 50% share price growth
Annual Bonus • Nil payout • Bonus pays out at 50% of maximum
(87.5% of salary for CEO, Executive Chair and CFO)
• Bonus pays out at 100% of maximum
(175% of salary for CEO, Executive Chair and CFO)
• As per maximum
Long Term Incentive Plan • Nil payout • LTIP vests at 50% of maximum
(112.5% of salary for CEO, Executive Chair and CFO)
• LTIP vests at 100% of maximum
(225% of salary for CEO, Executive Chair and CFO)
• As per maximum with a 50% share
price appreciation over three years
1 Dividend accrual on deferred remuneration has been excluded from all four scenarios, share price movement has been excluded from the minimum, target and maximum scenarios.
Lynne Clow
Remuneration Committee Chair
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Remuneration Committee report continued
Director’s report
The Directors present their Annual Report with the
audited Group and Company Accounts for the year ended
31 December 2025.
The Directors’ report comprises pages 150 to 153 and the
sections of the Annual Report incorporated by reference,
as set out below.
This Annual Report has been prepared for, and only for,
the members of the Company, as a body, and for no other
persons. The Company, its Directors, employees, agents
and advisors, do not accept or assume responsibility to
any other person to whom this document is shown or into
whose hands it may come, and any such responsibility or
liability is expressly disclaimed.
This report sets out the information the Company and
the Group are required to disclose in the Directors’ report
in compliance with the Companies Act 2006 (the Act),
the Financial Conduct Authority’s Listing Rules (Listing
Rules), the Disclosure Guidance and Transparency Rules
(DTRs), and the UK Corporate Governance Code 2024
(the Code). Details of the Code can be found on the
Financial Reporting Council’s website at www.frc.org.uk
This report should be read in conjunction with the
Strategic Report on pages 1 to 87 and the Corporate
Governance Report on pages 88 to 153. In accordance
with Section 414C(11) of the Act, the Company has
decided to include certain matters in its Strategic Report
that would otherwise be required to be disclosed in this
Directors’ Report. Together, the Strategic Report, this
Directors’ Report, and other sections of the Corporate
Governance Report incorporated by reference, when
taken as a whole, form the Management Report as
required under Rule 4.1.5R of the DTRs.
Articles of Association
The Company’s Articles of Association may only be
amended by special resolution at a General Meeting of
shareholders. The Company’s Articles of Association
contain provisions regarding the appointment, retirement
and removal of Directors along with their powers and
duties. A Director may be appointed by an ordinary
resolution of shareholders in a general meeting following
nomination by the Board or a member (or members)
entitled to vote at such a meeting.
Annual General Meeting
The Annual General Meeting 2026 will be held at P&J
Live. East Burn Road, Aberdeen AB21 9FX, Scotland
on Wednesday 13 May 2026 at 8am. Details of how to
participate at the AGM are set out in the Notice of AGM
and on our website.
Company number
Ithaca Energy plc is registered in England with the
Company number 12263719.
Directors
The Directors’ of the Company during the year were:
Director Appointed Resigned
Dave Blackwood
Guido Brusco
Lynne Clow
Yaniv Friedman
Francesco Gattei
Assaf Ginzburgh
Deborah Gudgeon
Iain Lewis
Geraldine Murphy 1 October 2025
Tamir Polikar
Itshak Tshuva
Idan Wallace
Luciano Vasques
Zvika Zivlin
The Directors’ biographies are detailed on pages 92 to 93.
In accordance with the UK Code, all Directors will retire
at the AGM being held on 13 May 2026 and may offer
themselves for re-election.
Membership and meeting attendance in 2025
Disclosure Page reference
Conflicts of interest see page 100
Corporate governance statement see page 95
Directors’ share interests, including LTIPs see pages 128 to 136
Employee diversity and inclusion see pages 64 and 115
Employee involvement and engagement see pages 60 to 69
Financial risk management see pages 52 and 76
Future developments and research and development see page 23
Greenhouse gas emissions see pages 56 to 58
Interest capitalisation (UKLR 6.6.1R) see Note 9
Internal control and risk management see pages 120 to 121
Principal risks and uncertainties see pages 76 to 83
Stakeholder engagement including suppliers, customers and others see pages 101 to 104
Streamlined Energy and Carbon Reporting see page 57
TCFD reporting see pages 50 to 59
Waiver of dividends (UKLR 6.6.1R) see page 151
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Director indemnities
During the financial year, the Company had in place
an indemnity to each of its Directors under which the
Directors of the Company may be indemnified out of the
assets of the Company against certain costs, charges,
expenses, losses or liabilities which may be sustained or
incurred in or about the execution of their duties. The
indemnity was in force for all Directors who served
during the year.
Directors’ interests
The interests of the Directors in the Ordinary Shares of
the Company as at 31 December 2025 are set out on
pages 134 and 140.
Dividends
On 26 March 2025, the Company declared a third
interim dividend of $200 million. The third interim
dividend was paid on 25 April 2025 to shareholders on
the register on 4 April 2025 delivering a total dividend of
$500 million for 2024.
The Company declared on 20 August 2025, a first
interim dividend of $167 million. The first interim dividend
was paid on 26 September 2025 to shareholders on the
register on 5 September 2025. A second interim dividend
of $133 million was declared on 19 November 2025. The
second interim dividend was paid on 18 December 2025
to shareholders on the register on 28 November 2025.
A third interim dividend for the year of $200 million
will be paid to shareholders on 16 April 2026, following
the publication of the full-year results, delivering a total
dividend of $500 million for 2025.
Computershare Nominees (Channel Islands) Limited
(the Trust) waived the following dividends payable by
the Company in respect of the ordinary shares it held.
The Trustee has agreed to waive its right to all dividends
payable on the ordinary shares held in the Trust.
Dividend
Number of shares
waived
Total value of
dividends waived
Interim April 2025
(paid April 2025) 5,395,444 £508,423.48
Interim August 2025
(paid September
2025) 4,609,648 £343,925.84
Interim November 2025
(paid December 2025) 3,206,030 £194,788.76
Total for the year to
31 December 2025 13,211,122 £1,047,138.08
Employment of people with disabilities
The Company is committed on building a diverse
organisation, this includes ensuring that people with
disabilities are treated fairly, supported and encouraged to
apply for employment and to process and receive training
once employed. Every reasonable effort is made for
people with disabilities to be retained in the employment
of the Company by investigation reasonable adjustments
to the role, workplace or equipment.
Fair, balanced and understandable assessment
The Board confirms that, in its view, the Annual Report
and Accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Group’s position and
performance, business model and strategy. For more
information, please see the Audit and Risk Committee
Report on pages 117 to 121 and the Directors’ Report and
statement of Directors’ responsibilities on page 154.
Political donations
No political donations were made during the financial year.
Share capital
The issued share capital of the Company comprises of
1,653,732,455 Ordinary Shares of £0.01 each, all of
which are fully-paid and freely transferable. The liability
of each shareholder is limited to the amount, if any,
unpaid on the shares held by that shareholder. Since
incorporation, the Company’s share capital has been
issued in conformity with the laws of England and Wales.
Details of the Company’s issued share capital, together
with details of any movement in the issued share capital
during the year, are shown in Note 27 to the Company
financial statements. The Company did not purchase
any of its own shares during 2025 or up to and including
17 March 2026, being the date of this Directors’ Report.
Share ownership
The Company encourages employee share ownership and
operates a Share Incentive Plan (SIP), which offers a 2:1
match on shares purchased by employees. See more on
page 146.
Significant shareholdings of ordinary shares
As at 31 December 2025, the Company had received
notification from the institutions set out in the table
below, in accordance with chapter 5 of the Disclosure
Guidance and Transparency Rules, of their significant
holding of voting rights (three percent or more) in its
ordinary shares.
Significant contracts Relationship Agreements
The Company has two relationship agreements with our
controlling shareholders, Delek Group and Eni.
Delek Group Limited (Delek), through its wholly-owned
subsidiary DKL Energy Limited, owns a 50.5% shareholding
in the Company and so is deemed a controlling shareholder
in the Company and a controlling shareholder for the
purposes of the Listing Rules. A formal relationship
agreement between the Company and Delek (the Delek
Relationship Agreement) is in place which governs
relations between the two companies, to ensure that the
Company is capable at all times of carrying on its business
independently of Delek and its associates.
The Delek Relationship Agreement came into effect upon
the listing of the Company on the Main Market of the
London Stock Exchange (as subsequently amended and
restated on 23 April 2024, 21 August 2024, 3 October
2024 and 30 September 2025) and will continue in force
unless and until (i) the shares of the Company cease to be
listed on the equity shares (commercial companies) listing
segment of the Official List and traded on the London
Stock Exchange main market or (ii) Delek cease to own
10% or more of the Ordinary Shares of the Company. The
Relationship Agreement complies with the independence
provisions set out in the UK Listing Rules 6.2.3R to
6.2.9R and 5.3.1R.
Under the Delek Relationship Agreement:
For so long as Delek hold not less than 30% of the shares
of the Company, and until the latest to occur of either:
• Luciano Vasques, CEO, ceases to hold the position of
Chief Executive Officer on the Board, or
• three years from the effective date of his employment
(i.e 3 October 2024),
Delek will be entitled to appoint a maximum of three
Non-Executive Directors to the Board.
Whilst Delek holds not less than 20% of the shares of the
Company, it is entitled to nominate a maximum of two
Non-Executive Directors to the Board of the Company.
Whilst Delek holds greater than 10% (but not more than
20%) of the shares of the Company, it is entitled to
nominate a maximum of one Non-Executive Director to
the Board of the Company.
Name of shareholder
Notified number of
voting rights
Notified percentage
of voting rights Nature of holding
HSBC Global Custody Nominee (UK) Ltd 594,048,748 35.92 Direct
HSBC Global Custody Nominee (UK) Ltd 494,912,545 29.93 Direct
Vidacos Nominees Ltd 339,650,582 20.54 Direct
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Director’s report continued
Whilst Delek holds greater than 10% (but not more than
20%) of the shares of the Company, it is entitled to
appoint one observer to the Board of the Company.
Itshak Tshuva, Idan Wallace and Tamir Polikar are the
Delek-appointed Non-Executive Directors.
For so long as Delek holds not less than 25% of the shares
of the Company, it is entitled to appoint:
• one observer to attend and observe the committee
meetings of each of the Remuneration Committee
and the Audit and Risk Committee; and is entitled to
appoint one Director, or failing which an observer, to
the Nomination and Governance Committee.
Idan Wallace is the appointed Director for the Nomination
and Governance Committee. Leora Pratt-Levin and
Yair Noiman are the appointed observers for the Board.
Leora Pratt-Levin is also the appointed observer for the
Remuneration Committee and Udi Erez is the appointed
observer for the Audit and Risk Committee.
Under the Delek Relationship Agreement, Delek
undertakes that it shall:
• not take any action that would have the effect of
preventing the Company from complying with the UK
Listing Rules;
• not propose or procure the proposal of a shareholder
resolution of the Company which is intended or
appears to be intended to circumvent the proper
application of the UK Listing Rules;
• comply with the UK Listing Rules, the Disclosure
Guidance and Transparency Rules, the requirements
of the London Stock Exchange, the FSMA, the
Financial Services Act, UK MAR or the City Code
that apply to it in connection with the Company or
take any action that would prevent the Company with
complying with the same regulations;
• not exercise any of its voting rights in the Company in
a way that would be inconsistent with, or breach any of
the provisions of the Relationship Agreement;
• not, unless approved by the Board, take any action or
omit to take any action which would be likely to result
in the cancellation of admission to the main market of
the London Stock Exchange; and
• for so long as it holds more than 35% of the shares
of the Company undertake to exercise its voting
rights attaching to its shares in favour of a resolution
proposed by the Board (upon the recommendation
of the Nomination and Governance Committee)
to appoint or remove any Independent
Non-Executive Director.
In accordance with the UK Listing Rules, the Board
confirms that, since the date of listing of the Company:
• The Company has complied with the undertakings in
the Relationship Agreement;
• So far as the Company is aware, Delek and its
associates have complied with the undertakings in the
Relationship Agreement; and
• So far as the Company is aware, Delek has complied
with the obligation included in the Relationship
Agreement to procure the compliance of its associates
with the undertakings in the Relationship Agreement.
Eni S.p.A (Eni), through its wholly-owned subsidiary
Eni UK Limited, owns a 35.9% shareholding in the
Company and so is deemed a controlling shareholder for
the purposes of the Listing Rules. A formal relationship
agreement between the Company and Eni (the Eni
Relationship Agreement) is in place which governs
relations between the two companies, to ensure that the
Company is capable at all times of carrying on its business
independently of Eni and its associates.
The Eni Relationship Agreement came into effect upon
the completion of the Business Combination with Eni UK
with effect from 3 October 2024 and will continue in
force unless and until (i) the shares of the Company cease
to be listed on the equity shares (commercial companies)
listing segment of the Official List and traded on the
London Stock Exchange main market or (ii) Eni cease to
own at least 10% or more of the Ordinary Shares of the
Company. The Relationship Agreement complies with the
independence provisions set out in the UK Listing Rules
6.2.3R to 6.2.9R and 5.3.1R.
As part of the Business Combination, Eni proposed the
appointment of Luciano Vasques as Chief Executive
Officer of the Company. His appointment took effect
from 3 October 2024.
Under the Eni Relationship Agreement:
• For so long as Eni holds greater than 20% of the
shares of the Company, it is entitled to appoint a
maximum of two Non-Executive Directors to the
Board of the Company.
• For so long as Eni holds not less than 25% of the
shares of the Company, it is entitled to appoint one
observer to the Remuneration Committee, one
observer to the Audit and Risk Committee and one
Non-Executive Director or failing which an observer
to the Nomination and Governance Committee.
• For so long as Eni holds not less than 10% (but not
more than 20%) it is entitled to appoint a maximum
of one Non-Executive Director to the Board of
the Company.
• For so long as Eni holds greater than 10% it is entitled
to appoint one observer to the Board of the Company.
Francesco Gattei and Guido Brusco are the Eni-
appointed Nominated Non-Executive Directors.
Guido Brusco is the appointed Director to the
Nomination and Governance Committee. Filippo
Ricchetti is the appointed observer for the Board and
the Audit and Risk Committee and Fabio Castiglioni is
the appointed observer for the Board and the
Remuneration Committee.
Under the Eni Relationship Agreement, Eni undertakes
that it shall:
• not take any action that would have the effect of
preventing the Company from complying with the UK
Listing Rules;
• not propose or procure the proposal of a shareholder
resolution of the Company which is intended or
appears to be intended to circumvent the proper
application of the UK Listing Rules;
• comply with the UK Listing Rules, the Disclosure
Guidance and Transparency Rules, the requirements
of the London Stock Exchange, the FSMA, the
Financial Services Act, UK MAR or the City Code
that apply to it in connection with the Company or
take any action that would prevent the Company with
complying with the same regulations;
• not exercise any of its voting rights in the Company in
a way that would be inconsistent with, or breach any of
the provisions of the Relationship Agreement; and
• not, unless approved by the Board, take any action or
omit to take any action which would be likely to result
in the cancellation of admission to the main market of
the London Stock Exchange.
In accordance with the UK Listing Rules, the Board
confirms that:
• The Company has complied with the undertakings in
the Relationship Agreement;
• So far as the Company is aware, Eni and its associates
have complied with the undertakings in the
Relationship Agreement; and
• So far as the Company is aware, Eni have complied
with the obligations included in the Relationship
Agreement to procure the compliance of its associates
with the undertakings in the Relationship Agreement.
Significant agreements which would be affected by a
change of control
The following agreements will, in the event of a change of
control of the Company, be affected as follows:
• Under the RBL facility agreement between Ithaca
Energy (UK) Limited, certain affiliate entities and
a syndicate of financial institutions, upon a change
of control (save for certain exceptions), the RBL
and letters of credit facility will be cancelled and all
outstanding loans, accrued interest and certain other
amounts accrued and cash cover under the letters of
credit will be immediately due and payable.
Director’s report continued
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• In relation to the 2031 Notes, IENS plc will be
required to offer to repurchase the 2031 Notes at a
purchase price of 101% of their aggregate principal
amount, plus accrued and unpaid interest (if any) to
the date of the purchase. The Deeds of Indemnity
all provide that, in the event of a change of control,
the surety will be entitled to make demand for the
payment of cash to cover a deposit in an amount
equal to an amount the relevant surety determines
is the amount of the maximum aggregate liability of
the surety in connection with any outstanding bond
or bonds.
Auditor information
This confirmation is given and should be interpreted
in accordance with the provisions of section 418 of
the Companies Act 2006. Approved by the Board of
Directors and signed on behalf of the Board.
Julie McAteer
Company Secretary
17 March 2026
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Director’s report continued
Statement of Directors’ responsibilities
The Directors are responsible
for preparing the Annual Report
and Accounts in accordance with
applicable United Kingdom laws
and regulations.
The Directors are also responsible for preparing the Strategic Report, the
Directors’ Report, the Directors’ Remuneration Report and the Corporate
Governance Report in accordance with the Companies Act 2006 and
applicable regulations, including the requirements of the Listing Rules and the
Disclosure and Transparency Rules.
In accordance with the principles of the UK Corporate Governance Code, the
Directors are responsible for establishing arrangements to evaluate whether
the information presented in the Annual Report and Accounts is fair, balanced
and understandable and provides the information necessary for shareholders
to assess the Group’s position and performance, business model and strategy,
and making a statement to that effect.
Each of the Directors, whose names and functions are set out in Board of
Directors on pages 92 and 93, confirm that to the best of their knowledge:
• The Group financial statements, which have been prepared in accordance
with United Kingdom-adopted International Accounting Standards, give
a true and fair view of the assets, liabilities, financial position and profit of
the Group;
• The Company’s financial statements, which have been prepared in
accordance with United Kingdom Accounting Standards, including FRS
101, give a true and fair view of the assets, liabilities and financial position of
the Company; and
• The Strategic Report includes a fair review of the development and
performance of the business and the position of the Group and Company,
together with a description of the principal risks and uncertainties that
it faces.
This responsibility statement was approved by the Board of Directors on
Iain C S Lewis
Chief Financial Officer
Company law requires the Directors to prepare financial statements for
each financial year. Under that law the Directors have prepared the Group
financial statements in accordance with UK-adopted International Accounting
Standards and the Company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (including United Kingdom
Accounting Standard FRS 101 ‘Reduced Disclosure Framework’) and
applicable laws.
Under Company law, Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and Company and of the profit or loss of the Group for
that period. In preparing the Group and Company financial statements, the
Directors are required to:
• Select suitable accounting policies in accordance with IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors and then apply
them consistently;
• Make judgements and accounting estimates that are reasonable
and prudent;
• Present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
• Provide additional disclosures when compliance with specific requirements
in International Accounting Standards (and in respect of the Company
financial statements, FRS 101) is insufficient to enable users to understand
the impact of particular transactions, other events and conditions on the
Group and Company financial position and financial performance;
• State whether applicable United Kingdom-adopted International
Accounting Standards have been followed for the Group financial
statements and United Kingdom Accounting Standards, including FRS 101
have been followed for the Company financial statements, subject to any
material departures disclosed and explained in the financial statements;
• Prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group will continue in business;
• The Directors are responsible for safeguarding the assets of the Group and
Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities; and
• The Directors are also responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and Company’s
transactions and disclose with reasonable accuracy at any time the financial
position of the Group and Company and enable them to ensure that the
financial statements comply with the Companies Act 2006.
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154
Corporate governance Financial statementsStrategic reportCompany overview
Financial
statements
In this section
Independent auditor’s report 156
Consolidated statement of profit or loss 168
Consolidated statement of comprehensive income 169
Consolidated statement of financial position 170
Consolidated statement of changes in equity 172
Consolidated statement of cash flows 173
Notes to the consolidated financial statements 175
Company statement of financial position 215
Company statement of changes in equity 216
Notes to the Company financial statements 217
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Independent auditor’s report to the members of Ithaca Energy plc
Report on the audit of the financial statements
1. Opinion
We have audited the financial statements which comprise:
• the consolidated statement of profit or loss;
• the consolidated statement of comprehensive income;
• the consolidated statement of financial position;
• the consolidated statement of changes in equity;
• the consolidated statement of cash flows;
• the related notes 1 to 34 to the consolidated financial statements;
• the Company statement of financial position;
• the Company statement of changes in equity; and
• the related notes 1 to 7 to the Company financial statements.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and United Kingdom adopted international accounting standards. The financial reporting framework that has been applied in the
preparation of the Company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial
statements section of our report.
We are independent of the Group and the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as
applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services provided to the Group for the year are disclosed in note 7 to the financial statements.
We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the Group or the Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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3. Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
• Valuation of goodwill and oil and gas assets
• Valuation of decommissioning provisions
• Accounting for current and deferred tax
Within this report, key audit matters are identified as follows:
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality
The materiality that we used for the Group financial statements was $65 million (2024: $45 million) which represents 3.2% (2024: 3.3%) of Adjusted Earnings Before Interest, Tax, Depreciation, Amortisation and
Exploration (EBITDAX)
1
.
Scoping
We consider the Group to be one component, as it is centrally managed with a common control environment. Consequently, we have performed an audit of the entire financial information of the Group.
Significant changes
in our approach
The acquisition accounting for the Eni UK business combination was identified as a key audit matter in the prior year due to the size and scale of the business combination. In the current year, whilst there have been
two business combinations, Cygnus and Japex as referred to in note 17, these are of a smaller size than the prior year business combination and are not of the same complexity, therefore acquisition accounting is no
longer a key audit matter.
In the prior year, there were two components identified within the Group, being the legacy Ithaca Group (including the non-operated assets acquired from Eni UK) and the former Neptune subsidiaries of Eni UK
(which held the operated asset acquired from Eni UK). In the current year, following integration of the Neptune subsidiaries into the Group’s control environment, we consider the Group to be one component.
1 Adjusted EBITDAX is a non-GAAP measure comprising earnings before finance income, finance costs, taxation charges, premiums payments on oil and gas derivative contracts, revaluation gains or losses on financial instruments, depletion depreciation and amortisation, impairment charges
on oil and gas assets, exploration and evaluation expenditure, fair value remeasurements of contingent consideration, restructuring costs and business combination costs.
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s and Company’s ability to continue to adopt the going concern basis of accounting included:
• obtaining an understanding of the directors’ process for determining the appropriateness of the use of the going concern basis of accounting and relevant controls over the going concern assessment;
• assessing the Group’s financing facilities including the nature of facilities, repayment terms and covenants;
• considering the linkage of the going concern assessment to the Group’s business model and short and medium term risks;
• challenging the assumptions used in the forecasts, in particular commodity prices, production levels, capital expenditure (including consideration of any discretionary capital expenditure) and debt facilities;
• assessing the amount of headroom in the forecasts (both liquidity and covenants);
• challenging management’s sensitivity analysis, with sensitivities run in relation to production, commodity prices, operating and capital expenditure, and consideration of reverse stress tests on commodity prices;
• assessing the sophistication of the model used to prepare the forecasts, testing of clerical accuracy of those forecasts and our assessment of the historical accuracy of forecasts prepared by management; and
• assessing the Group’s going concern related financial statement disclosures.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's and Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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Independent auditor’s report to the members of Ithaca Energy plc continued
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether
or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5.1. Valuation of goodwill and oil and gas assets
Key audit matter
description
The Group had property, plant and equipment (being primarily oil and gas assets) of $4,745 million (2024: $4,188 million) and goodwill of $1,339 million (2024: $1,129 million) as at 31 December 2025. A key
audit matter was identified in respect of determining the recoverability of the Group’s goodwill and oil and gas assets due to the significance of management’s judgements and estimates relating to their estimated
recoverable amounts. There is increased risk associated with the key audit matter in the year due to a reduction in headroom resulting from changes in commodity prices and downward revisions in reserves following a
change in life of field outlook on certain assets within the portfolio.
Management performed an impairment assessment for oil and gas assets and goodwill, by reference to IAS 36 Impairment (‘IAS 36’). In conducting their impairment assessment at year end, management used their
best estimate of reserves and resources and undertook a process to compare their estimate to those of a third-party firm of reserves consultants, assessing any differences arising.
Given the level of management judgement applied in determining the recoverable value of the Group’s oil and gas assets and goodwill and the importance of a number of the oil and gas assets to the Group’s continued
growth, this has been identified as an area of potential management bias, and therefore gives rise to a potential fraud risk in the period.
Management concluded that a pre-tax impairment charge of $78 million (2024: $263 million) was required to oil and gas assets. The charge principally related to the Alder ($8 million) CGU together with
decommissioning cost estimate changes on fields which have been fully written off or have ceased production ($64 million). Management concluded that no impairment was required to goodwill (2024: $nil).
The key audit matter is focused on the following:
Oil and gas assets and goodwill
• Forecast commodity prices;
• Discount rate applied;
• Oil and gas reserve and resource estimates, and management’s risking assumptions thereon, which are compared to the results of a third-party reserves consultant to understand any differences arising;
The Rosebank field, which has a carrying value at year-end of $872m (2024: $617m), was subject to Judicial Review proceedings commencing in the prior year. Following the Court of Session ruling on 30 January
2025 which found that the development consent for the field had been unlawfully given, as detailed in note 3, management has submitted the revised Environmental Statement and awaits the next stage of this
process. Management has concluded that it has no reason to believe that this further consent will not be forthcoming and therefore no impairment indicator has been identified.
Included within the carrying value of the oil and gas assets which are assessed for impairment are estimated costs relating to the decommissioning of each cash generating unit ('CGU'). See the decommissioning
provision key audit matter 5.3 below for further details.
Further details of this matter have been disclosed in the Audit and Risk Committee report on page 119, in the 'key sources of estimation uncertainty' and 'critical accounting judgements' disclosure in note 3 of the
financial statements and in notes 15, 18 and 19 of the financial statements.
Independent auditor’s report to the members of Ithaca Energy plc continued
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How the scope of our
audit responded to the
key audit matter
Our procedures comprised the following:
Internal controls and overall impairment review
• Obtaining an understanding of relevant controls over management’s process for identifying indicators of impairment and for performing their impairment assessment and related valuations;
• Evaluating the competence, capabilities and objectivity of management’s independent reserves consultant;
• Assessing management’s forecasting accuracy through a retrospective review of management’s forecasts;
• Assessing whether forecast cash flows in the impairment model were consistent with Board approved forecasts and budgets, and forecasts used elsewhere, including those prepared for going concern and viability
purposes and those assessing the recoverability of the deferred tax asset recognised (see key audit matter 5.3. below);
• Challenging and evaluating the adequacy of the operating and capital cost assumptions within the impairment model by reference to operator data and other third-party documentation;
• Assessing whether the impairment assessment is in compliance with the accounting standards;
• Assessing the accuracy and appropriateness of amounts included or excluded from the carrying value of the CGUs;
• Considering the risking that a market participant would apply in the valuation of the Rosebank CGU at 31 December 2025 as it was awaiting the approval of the consent application at that date;
• Working with our modelling specialists to evaluate the arithmetical accuracy of the impairment model;
• Assessing the appropriateness of management’s estimate of the impact of tax, including the EPL, on the impairment model, with the assistance of our tax specialists;
• Obtaining an understanding of how the risk of climate change has been considered in the impairment assessments, including the risk of reduced commodity prices (as discussed further below) and the extent of
additional expenditure management believes is required to meet the Group’s published CO
2
emissions reductions targets; and
• Evaluating management’s disclosures in relation to impairment, including related sensitivity analysis.
Forecast commodity prices
• Obtaining input from our valuations specialists to assess the appropriateness of management’s forecast commodity prices and develop an independent reasonable range, through benchmarking against forward
curves, peer information and market data;
• Assessing the reasonableness of the premium or discount applied to the market commodity prices for certain CGUs with reference to historic actuals;
• Performing additional sensitivity analysis on the pricing assumptions to determine the impact on the impairment conclusion of reasonably possible changes, including in relation to goodwill; and
• Considering the potential impact on headroom by using a range of third-party price curves described as being consistent with a pathway to keep global temperature rises below 1.5ºC ('Paris consistent').
Discount rate applied
• Evaluating the appropriateness of management’s chosen methodology when calculating the discount rate; and
• Obtaining input from our valuations specialists to assess management’s discount rate by comparison to our assessment of a reasonable range.
Oil and gas reserves and resource estimates
• Comparing management’s estimates of reserves and resources to those of their independent reserves consultant and, with input from our internal reserves specialists, understanding the reasons for and evaluating
the reasonableness of any significant differences; and
• Obtaining input from our reserves specialists to challenge and assess the risking levels applied by management to their reserve and resource estimates.
Key observations We are satisfied with management’s conclusions in respect of impairment charges required in the year on oil & gas assets of $78 million, and that the associated disclosures are reasonable. We are also satisfied that no
impairment is required in respect of goodwill and the associated sensitivity disclosures are reasonable.
In reaching this conclusion we observed that:
• Forecast oil and gas prices fall within the reasonable range for all periods;
• The discount rate falls within the reasonable range;
• Oil and gas reserve and resource estimates used in the impairment assessment are reasonable and risking levels fall within a reasonable range; and
• The sensitivity of impairment conclusions to a Climate Scenario average price curve is disclosed in the 'Impact of climate change on the financial statements and related notes' section of note 3 of the financial
statements and the related disclosures in note 19 and indicate that the potential additional post-tax impairment is $nil.
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Independent auditor’s report to the members of Ithaca Energy plc continued
5.2. Valuation of decommissioning provisions
Key audit matter
description
The decommissioning provision at 31 December 2025 was $3,082 million (2024: $2,655 million). The provision represents the present value of decommissioning costs which are expected to be incurred over the
next 40 years.
Decommissioning provisions are inherently judgemental areas, particularly in relation to cost estimates for operated assets and the assumptions that these are based on, including assumptions regarding day rates for
vessels and rigs ('rates'), and duration ('norms') of decommissioning activities. The key assumptions and judgements underpinning the provision include:
• Rates and norms assumptions for operated assets;
• Cost estimates for non-operated assets;
• Cessation of production (‘COP’) dates;
• Post COP operating costs (‘PCOPO’);
• Risk free discount rate; and
• Long term Inflation rate.
Further details of this matter have been disclosed in the Audit and Risk Committee report on page 119, in the “Key sources of estimation uncertainty” disclosure in note 3 of the financial statements (which includes
details on the sensitivity of the provision to changes in discount rates), and in note 23 of the financial statements.
Independent auditor’s report to the members of Ithaca Energy plc continued
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How the scope of our
audit responded to the
key audit matter
Our procedures comprised the following:
Internal controls and decommissioning model
• Obtaining an understanding of the relevant controls relating to the decommissioning provision, including management’s review controls over the decommissioning cost estimation process;
• Obtaining an understanding of any key changes in underlying assumptions and methodology applied; this included performing inquiries with the Group’s internal specialists responsible for determining the 2025
decommissioning estimates, challenge of the associated models, and assessing their technical competence, capability and objectivity;
• Assessing decommissioning calculations for clerical accuracy and compliance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets;
• Assessing the consistency of the cessation of production dates with those used in management’s impairment models for oil and gas assets, as discussed in section 5.1;
• Working with our modelling specialists to evaluate the arithmetical accuracy of the decommissioning cost estimate model;
• Considering the impact of climate change in the estimation of the decommissioning provision, including the risk that cessation of production dates are brought forward if commodity prices were to fall within a
range of third-party Paris consistent price curves;
• Testing a sample of the actual decommissioning spend incurred during the period for accuracy and performing a retrospective review of management’s forecasting accuracy, including an assessment of whether
actual spend during the year gives rise to contradictory evidence of current forecast rates; and
• Evaluating the appropriateness of management’s disclosures, including the key sources of estimation uncertainty and associated sensitivity of decommissioning assumptions.
Rates, norms and PCOPO for operated assets
• Challenging the Group’s rates assumptions within the cost estimate by reference to available third-party data and benchmarking to peer and market rates;
• Assessing the norm assumptions for the plug and abandonment of wells, by comparison to available benchmarking data and potentially contradictory evidence from other duration assumptions available from
decommissioning projects active in the year or operator estimates and assessing the appropriateness of any outliers;
• Assessing the appropriateness of the PCOPO for operated assets, by comparison to current actual operating costs and the final year of pre-COP operating costs in the business plan forecast, and by assessing
the consistency of the decrease across assets from final year opex to PCOPO;
• Assessing the consistency of the duration based assumptions and PCOPO applied in the cost estimate for certain key assets;
• Challenging the completeness of the activity sets included in the operating cost model; and
• Assessing the drivers of changes in key assumptions on specific assets and differences between actual and forecast expenditure in recent years and considering whether these provide contradictory evidence of
rates and norms assumptions in the year end provision.
Costs estimates for non-operated assets
• Reconciling cost assumptions to operator estimates received in the year; and
• Understanding any differences arising and challenging the reasonableness of any adjustments made.
Other macro-economic assumptions
• Comparing management’s risk-free discount rate to relevant market data, including US and UK government bond yields and peer data; and
• Comparing management’s inflation assumptions to market data, including the Bank of England long term inflation target.
Key observations We are satisfied that the key assumptions outlined above fall within a reasonable range and that the overall provision is fairly stated. We also consider that the associated disclosures are reasonable, including the impact
on the provision if the energy transition causes COP dates to be brought forward.
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Independent auditor’s report to the members of Ithaca Energy plc continued
5.3. Accounting for current and deferred tax
Key audit matter
description
The Group has a $362 million (2024: $1,224 million) net deferred tax asset and $317 million (2024: $247 million) current tax liabilities. The net deferred tax asset has reduced primarily due to the substantive
enactment of the two-year extension to the energy profits levy to March 2030, deferred tax arising on derivatives and the utilisation of tax losses during the year.
A key audit matter was identified in respect of:
• The recoverability of the deferred tax asset, including the recoverability of the deferred tax assets arising from tax losses which are dependent on the availability of future taxable profits and the feasibility of
restructuring plans required to utilise the tax losses;
• The mechanical accuracy of the deferred tax asset and liability models, including consistency with impairment and decommissioning models; and
• The appropriateness of the ‘true ups in respect of prior years’ of $31.3m, impacting both current and deferred tax, given there were a number of individual adjustments during the year.
Further details of this matter have been disclosed in the Audit and Risk Committee report on page 119, in the 'Key sources of estimation uncertainty' disclosure in note 3 of the financial statements and in note 28 of
the financial statements.
How the scope of our
audit responded to the
key audit matter
Our procedures included the following:
• Obtaining an understanding of the relevant controls relating to the measurement of current and deferred tax;
• Evaluating, with input from our tax specialists, the methodology applied in calculating the Group’s deferred tax assets and liabilities;
• Assessing the mechanical accuracy of the deferred tax models, including deferred EPL, with input from our analytics and modelling specialists;
• Assessing whether the forecasts that support the recoverability of the Group’s deferred tax assets are consistent with the cash flow forecasts used for the purposes of impairment testing and going concern;
• Evaluating the completeness and accuracy of ‘true ups in respect of prior years’, with input from our tax specialists, including whether any represent material errors in relation to the prior years; and
• Assessing the adequacy of disclosures made in note 3 and note 28 of annual report, in line with IAS 12 Income Taxes.
Key observations We are satisfied that the current and deferred tax balances recognised in the financial statements and the related disclosures are appropriate.
Independent auditor’s report to the members of Ithaca Energy plc continued
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6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning
the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Company financial statements
Materiality $65 million (2024: $45 million) $33 million (2024: $30 million)
Basis for determining materiality 3.2% of adjusted EBITDAX (2024: 3.3%).
Adjusted EBITDAX is an alternative performance measure and a key performance indicator.
1.5% of net assets (2024: 1.5%)
Rationale for the
benchmark applied
Adjusted EBITDAX was considered to be the most relevant benchmark as it is a key performance
measure used by the business and excludes a number of significant items that are non-recurring in
nature or are adjustments made to normalise the Group’s performance.
The Company acts principally as a holding Company and therefore net assets is a key measure for
thisbusiness.
Group materiality Adjusted EBITDAX
Audit and
Risk Committee
reporting threshold
$3.25 million
Group
materiality
$65 million
Adjusted EBITDAX
$2,031 million
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Company financial statements
Performance materiality 60% (2024: 60%) of Group materiality 60% (2024: 60%) of Company materiality
Basis and rationale for determining
performance materiality
In determining performance materiality, we considered the following factors:
a. The quality of the control environment and conclusions from our testing of Group-wide internal controls;
b. The size, nature and volume of uncorrected and any corrected misstatements identified in our previous audits; and
c. Macro-economic factors such as commodity price volatility and geo-political instability.
6.3. Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of $3.25 million (2024: $2.25 million), as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds. We also report to the Audit and Risk Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
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Independent auditor’s report to the members of Ithaca Energy plc continued
7. An overview of the scope of our audit
7.1. Identification and scoping of components
Our audit was scoped by obtaining an understanding of the Group and its environment, including Group wide controls, and assessment of the risks of material misstatement at the Group level. Our audit planning identified the Group’s business
to be a single component, and therefore all of the operations of the Group were subject to an audit of the entire financial information in the United Kingdom.
In the prior year, we identified two components being the legacy Ithaca Group (including the non-operated assets acquired from Eni UK) and the former Neptune entities. The former Neptune entities, which held a working interest in one
significant operated asset, operated in a separate control environment to the rest of the Group. In the current year, these entities now operate in the same control environment as the rest of the Group and we have therefore identified the
Group to be a single component.
7.2. Our consideration of the control environment
We obtained an understanding of the relevant controls in relation to key business processes as well as the IT systems that were relevant to the audit, being the financial reporting system.
As set out in the Audit & Risk Committee’s report on page 118, progress has been made in addressing a number of the control observations that were identified in the prior year. However, the Group’s control environment continues to mature
and therefore is not yet at a stage that would enable us to place reliance on controls for the purposes of our audit testing. Observations raised in the current year included control recommendations in respect of impairment, decommissioning,
and modelling and we amended the nature, timing and extent of our substantive procedures in these areas accordingly.
7.3. Our consideration of climate-related risks
We performed enquiries of management to understand the impact of climate-related risks and controls relevant to the Group. We evaluated the climate change risk assessment and related documentation prepared by management and
considered the completeness and accuracy of the climate-related risks identified and summarised in the Task Force on Climate-related Financial Disclosures report on page 50. The Group identified in the 'Impact of climate change on the
financial statements and related notes' section of note 3 to the financial statements a number of key judgements and estimates with elevated climate-change and energy transition related risks, relating to: impairment of goodwill and property,
plant and equipment; depreciation and useful economic lives of property, plant and equipment, intangible assets (exploration and evaluation assets); and decommissioning provisions.
We considered whether the risks identified by management within their climate change risk assessment and related documentation are consistent with our own analysis and challenged the key climate related assumptions impacting the financial
statements. The key market-related matter which could have a material impact on the carrying value of the items noted above is the future demand for, and pricing of, oil and gas as the energy mix evolves in response to climate change risk and
other matters. We also assessed the disclosures within the Annual Report, with the involvement of our climate specialists, and considered whether these were materially consistent with the financial statement disclosures, complete and consistent
with our understanding of the climate-related risks, assumptions and judgments during the year. We have specifically considered the potential impact on the carrying value of Rosebank, as disclosed in note 3, of the updated environmental
statement and consent application including scope 3 emissions. All of our key audit matters, are considered to be impacted to at least some degree by the impact of the energy transition on future demand for, and the pricing of, oil and gas,
resulting in an impact on both costs and revenues, and in turn a risk of future impairment. Our consideration and response to this is discussed in the key audit matters section above.
8. Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Independent auditor’s report to the members of Ithaca Energy plc continued
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9. Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
11. Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The
extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance including the design of the Group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
• the Group’s own assessment of the risks that irregularities may occur either as a result of fraud or error that was approved by the Board;
• results of our enquiries of management both in and out of finance, internal audit, the directors and the Audit and Risk Committee about their own identification and assessment of the risks of irregularities, including those that are specific to
the Group’s sector;
• any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:
• identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
• detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
• the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
• the matters discussed among the audit engagement team and relevant internal specialists, including tax, valuations, financial instruments, impairment, analytics and modelling, climate, IT and reserves specialists, regarding how and where
fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the key audit matter in relation to the valuation of goodwill and oil
and gas assets. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the
financial statements. The key laws and regulations we considered in this context included the UK Companies Act, the Listing Rules of the UK Listing Authority and relevant tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These
included the Market Abuse Regulation, licence terms for the Group’s oil and gas assets and environmental regulations.
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Independent auditor’s report to the members of Ithaca Energy plc continued
11.2. Audit response to risks identified
As a result of performing the above, we identified the valuation of goodwill and oil and gas assets as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains this matter in more detail and also
describes the specific procedures we performed in response to that key audit matter.
In addition to the above our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• enquiring of management, the Audit and Risk Committee and in-house legal counsel concerning actual and potential litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
• reading minutes of meetings of those charged with governance, reviewing internal audit reports and reading correspondence with HMRC and the North Sea Transition Authority (‘NSTA’); and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a
potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during
the audit:
• the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 75;
• the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period is appropriate set out on page 86;
• the directors' statement on fair, balanced and understandable set out on page 121;
• the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 76;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on pages 76 to 83; and
• the section describing the work of the Audit and Risk Committee set out on pages 117 to 123.
Independent auditor’s report to the members of Ithaca Energy plc continued
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14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
• the Company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made or the part of the directors’ remuneration report to be audited is not in agreement with the
accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
We were appointed by the Board in November 2022 to audit the Group financial statements for the year ending 31 December 2022 and subsequent financial periods. Prior to the Group’s initial public offering in November 2022, we were
previously appointed in March 2022 to audit the Company financial statements for the year ended 31 December 2021. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 5 years,
covering the years ending 31 December 2021 to 31 December 2025.
15.2. Consistency of the audit report with the additional report to the Audit and Risk Committee
Our audit opinion is consistent with the additional report to the Audit and Risk Committee we are required to provide in accordance with ISAs (UK).
16. Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters
weare required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R, these financial statements will form part of the Electronic Format Annual Financial Report filed on the
National Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the Electronic Format Annual Financial Report has been prepared in compliance with DTR
4.1.15R – DTR 4.1.18R.
For and on behalf of Deloitte LLP
Statutory Auditor
Glasgow, United Kingdom
17 March 2026
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Independent auditor’s report to the members of Ithaca Energy plc continued
| 2025 | 2024 | ||
| Note | $m | $m | |
Revenue | 5 | ||
| Other income | 5 | ||
Revenue and other income | |||
| Cost of sales | 6 | ( | ( |
Gross profit | |||
| Impairment charges on oil and gas assets | 19 | ( | ( |
| Exploration and evaluation expenses | 14 | ( | ( |
| Administrative expenses | 7 | ( | ( |
| Other (losses)/gains | 8 | ( | |
Profit from operations before tax, finance income and finance costs | |||
| Finance income | 9 | ||
| Finance costs | 9 | ( | ( |
Profit before tax | |||
| Income tax | 28 | ( | ( |
(Loss)/profit for the year | ( | ||
| 2025 | 2024 | ||
Earnings per share (EPS) | Note | Cents | Cents |
Basic | 10 | ( | |
| Diluted | 10 | ( |
The results above are entirely derived from continuing operations.
The year to 31 December 2025 includes the results of the JAPEX UK acquisition from 7 July 2025, the Cygnus acquisition from 1 October 2025 and the Eni UK business combination for the full year. The year to 31 December 2024 includes
the results of the Eni UK business combination from 3 October 2024 (see note 17 for further details).
The accompanying notes on pages 175 to 214 are an integral part of the financial statements.
Consolidated statement of profit or loss
For the year ended 31 December
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| 2025 | 2024 | ||
| Note | $m | $m | |
(Loss)/profit for the year | ( | ||
| Items that may be reclassified to profit and loss | |||
| Fair value gains/(losses) on cash flow hedges | 30 | ( | |
| Fair value gains/(losses) on cost of hedging | 30 | ( | |
Fair value gains on investments in listed oil and gas shares | |||
| Deferred tax (charge)/credit on cash flow hedges, cost of hedging and fair value through OCI reserve movements | 28 | ( | |
Other comprehensive income/(expense) | ( | ||
Total comprehensive income for the year |
The accompanying notes on pages 175 to 214 are an integral part of the financial statements.
Consolidated statement of comprehensive income
For the year ended 31 December
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Consolidated statement of financial position
As at 31 December
| 2024 | |||
| 2025 | Restated 1 | ||
| Note | $m | $m | |
| Assets | |||
| Current assets | |||
| Inventories | 13 | ||
Other financial assets | |||
| Trade and other receivables | 11 | ||
| Decommissioning reimbursements | 11 | ||
| Prepayments | 12 | ||
| Derivative financial instruments | 31 | ||
Cash and cash equivalents | |||
| Non-current assets | |||
| Goodwill | 18 | ||
| Exploration and evaluation assets | 14 | ||
| Property, plant and equipment | 15 | ||
| Deferred tax assets | 28 | ||
Investments in listed oil and gas shares | |||
| Decommissioning reimbursements | 11 | ||
| Derivative financial instruments | 31 | ||
Total assets | |||
| Liabilities and equity | |||
| Current liabilities | |||
| Borrowings | 20 | ( | ( |
| Trade and other payables | 22 | ( | ( |
| Other provisions | 24 | ( | |
Current tax payable | ( | ( | |
| Decommissioning liabilities | 23 | ( | ( |
| Lease liabilities | 25 | ( | ( |
| Contingent and deferred consideration | 26 | ( | ( |
| Derivative financial instruments | 31 | ( | ( |
( | ( |
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| 2024 | |||
| 2025 | Restated 1 | ||
| Note | $m | $m | |
| Non-current liabilities | |||
| Borrowings | 20 | ( | ( |
| Decommissioning liabilities | 23 | ( | ( |
| Lease liabilities | 25 | ( | ( |
| Other provisions | 24 | ( | ( |
| Contingent and deferred consideration | 26 | ( | ( |
| Derivative financial instruments | 31 | ( | ( |
( | ( | ||
Total liabilities | ( | ( | |
Net assets | |||
| Shareholders’ equity | |||
| Share capital | 27 | ||
| Share premium | 27 | ||
| Merger reserve | 27 | ||
| Capital contribution reserve | 27 | ||
| Own shares | 27 | ( | ( |
| Share-based payment reserve | 27 | ||
| Cash flow hedge reserve | 30 | ( | |
| Cost of hedging reserve | 30 | ( | |
Fair value through OCI reserve | |||
Retained earnings | |||
Total equity |
1 The excess over the nominal value of the shares issued on the completion of the Eni UK business combination on 3 October 2024 of $852 . 8 million has been reclassified from share premium to merger reserve (see note 2 for further details).
The accompanying notes on pages 175 to 214 are an integral part of the financial statements.
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Consolidated statement of financial position continued
As at 31 December
Consolidated statement of changes in equity
For the year ended 31 December
| Capital | Share-based | Cost of | Fair value | |||||||||
| Share | Share | Merger | contribution | payment | Cash flow | hedging | through OCI | Retained | ||||
| capital | premium | reserve | reserve | Own shares | reserve | hedge reserve | reserve | reserve | earnings | Total | ||
| Note | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | |
Balance at 1 January 2024 | ( | |||||||||||
| Dividends paid | 34 | ( | ( | |||||||||
| Issuance of shares | 27 | |||||||||||
| Share-based payments | 27 | |||||||||||
| Comprehensive income for the year: | ||||||||||||
Profit for the year | ||||||||||||
Other comprehensive expense | ( | ( | ( | |||||||||
Total comprehensive income/(expense) for the year | ( | ( | ||||||||||
Balance at 31 December 2024 as previously stated | ( | ( | ( | |||||||||
Reclassification 1 | ( | |||||||||||
Balance at 31 December 2024 and 1 January 2025 as restated | ( | ( | ( | |||||||||
Dividends paid | 34 | ( | ( | |||||||||
| Share-based payments | 27 | |||||||||||
| Comprehensive income for the year: | ||||||||||||
Loss for the year | ( | ( | ||||||||||
Other comprehensive income | ||||||||||||
Total comprehensive income/(expense) for the year | ( | |||||||||||
Balance at 31 December 2025 | ( |
1 The excess over the nominal value of the shares issued on the completion of the Eni UK business combination on 3 October 2024 of $852 . 8 million has been reclassified from share premium to merger reserve (see note 2 for further details).
The accompanying notes on pages 175 to 214 are an integral part of the financial statements.
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| 2025 | 2024 | ||
| Note | $m | $m | |
| Cash provided by/(used in): | |||
| Operating activities | |||
Profit before tax | |||
| Adjustments for: | |||
| Depletion, depreciation and amortisation | 15 | ||
| Exploration and evaluation expenses | 14 | ||
| Impairment charges on oil and gas assets | 19 | ||
| Fair value remeasurements of contingent consideration | 8 | ( | |
| Loan fee amortisation | 9 | ||
| Fair value gains on derivatives | 30 | ( | ( |
| Accretion on deferred consideration and decommissioning liabilities less accretion on decommissioning reimbursements | 9 | ||
| Finance costs | 9 | ||
| Finance income | 9 | ( | ( |
Unrealised foreign exchange | |||
Changes in provisions | |||
Movements in cash flow hedges not yet settled | ( | ||
Other non-cash income | ( | ||
| Share-based payment expenses | 33 | ||
| Decommissioning expenditure | 23 | ( | ( |
Decommissioning reimbursements net of taxation 1 | 11 | ||
Operating cash flows before movements in working capital | |||
Decrease/(increase) in inventories | ( | ||
Decrease in trade and other receivables | |||
Decrease in trade and other payables | ( | ( | |
Operating cash flows | |||
Taxation paid | ( | ( | |
Settlement of foreign exchange and commodity derivative financial instruments | ( | ||
| Finance income | 9 | ||
Net cash from operating activities |
Consolidated statement of cash flows
For the year ended 31 December
1 The comparative amount of $2 2. 5 million was included in the line "decrease in trade and other receivables" in the 2024 Annual Report and Accounts.
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| 2025 | 2024 | ||
| Note | $m | $m | |
| Investing activities | |||
Capital expenditure | ( | ( | |
| Business combinations cash acquired | 17 | ||
| Acquisition of businesses and subsidiary undertakings | 17 | ( | |
Investment in other financial assets | ( | ||
Other investments in listed oil and gas shares | ( | ||
| Deferred consideration payments | 26 | ( | |
| Contingent consideration payments | 26 | ( | ( |
Net cash used in investing activities | ( | ( | |
| Financing activities | |||
| Dividends paid | 34 | ( | ( |
| Payments for lease liabilities (principal) | 25 | ( | ( |
Drawdown of RBL loan | |||
Repayment of RBL loan | ( | ||
| Fees paid on RBL refinancing | 20 | ( | |
Proceeds of senior notes due 2029 net of repayment of senior notes due 2026 and fees 1 | 20 | ||
Net proceeds of senior notes due 2031 2 | 20 | ||
| Repayment of bp loan | 20 | ( | |
Interest and charges paid | ( | ( | |
| Interest rate swaps | 30 | ||
Net cash used in financing activities | ( | ( | |
Currency translation differences relating to cash | ( | ||
Increase in cash and cash equivalents | |||
Cash and cash equivalents at 1 January | |||
Cash and cash equivalents at 31 December |
1 A net receipt of $8 6. 8 million in the year to 31 December 2024 reflects senior notes due 2029 proceeds of $7 5 0.0 million less repayment of senior notes due 2026 of $6 25 .0 million less fees and interest of $3 8. 2 million comprising $1 4 .1 million of early repayment charges and $15 .1 million
interest on the senior notes due 2026 and $9.0 million of fees in relation to the senior notes due 2029.
2 A net receipt of $52 3.9 million was received in the year to 31 December 2025 reflecting gross proceeds of $52 9.6 million less direct initial fees of $5 .7 million. In addition, $5 . 3 million of fees were subsequently paid which are included within 'interest and charges paid' above.
The accompanying notes on pages 175 to 214 are an integral part of the financial statements.
Consolidated statement of cash flows continued
For the year ended 31 December
174ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
| As previously | Prior period | ||
| Statement of financial position as at 31 December 2024: | stated | reclassification | As restated |
Share premium ($m) | 1,161.6 | (852.8) | 308.8 |
Merger reserve ($m) | – | 852.8 | 852.8 |
Notes to the consolidated financial statements
3. Material accounting policies, judgements and estimation uncertainty continued
Cash flow forecast – base case assumptions: | 2026 | H1 2027 | |
Average oil price | $/bbl | 68 | 66 |
Average gas price | p/th | 83 | 72 |
Average hedged oil price (including floor price for zero cost collars) | $/bbl | 63 | 66 |
Average hedged gas price (including floor price for zero cost collars) | p/th | 84 | 76 |
175ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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3. Material accounting policies, judgements and estimation uncertainty continued
3. Material accounting policies, judgements and estimation uncertainty continued
Notes to the consolidated financial statements continued
176ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Notes to the consolidated financial statements continued
3. Material accounting policies, judgements and estimation uncertainty continued
3. Material accounting policies, judgements and estimation uncertainty continued
177ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Notes to the consolidated financial statements continued
3. Material accounting policies, judgements and estimation uncertainty continued
3. Material accounting policies, judgements and estimation uncertainty continued
Notes to the consolidated financial statements continued
178ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Notes to the consolidated financial statements continued
3. Material accounting policies, judgements and estimation uncertainty continued
3. Material accounting policies, judgements and estimation uncertainty continued
179ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Notes to the consolidated financial statements continued
3. Material accounting policies, judgements and estimation uncertainty continued
3. Material accounting policies, judgements and estimation uncertainty continued
Notes to the consolidated financial statements continued
180ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
3. Material accounting policies, judgements and estimation uncertainty continued
3. Material accounting policies, judgements and estimation uncertainty continued
181ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
3. Material accounting policies, judgements and estimation uncertainty continued
3. Material accounting policies, judgements and estimation uncertainty continued
Notes to the consolidated financial statements continued
182ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
3. Material accounting policies, judgements and estimation uncertainty continued
3. Material accounting policies, judgements and estimation uncertainty continued
183ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
3. Material accounting policies, judgements and estimation uncertainty continued
3. Material accounting policies, judgements and estimation uncertainty continued
Notes to the consolidated financial statements continued
184ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Notes to the consolidated financial statements continued
3. Material accounting policies, judgements and estimation uncertainty continued
3. Material accounting policies, judgements and estimation uncertainty continued
185ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
| 2025 | 2024 | |
| $m | $m | |
Oil sales | 1,533.7 | 1,176.3 |
Gas sales | 1,117.2 | 599.0 |
Condensate sales | 80.9 | 46.4 |
Total revenue from contracts with customers | 2,731.8 | 1,821.7 |
Realised gains on oil derivative contracts | 58.6 | 2.5 |
Premium payments on oil derivative contracts | – | (1.7) |
Realised gains on gas derivative contracts | 61.8 | 132.5 |
Premium payments on gas derivative contracts | (0.3) | (3.2) |
Tariff income | 30.2 | 30.0 |
Other revenue 1 | 18.1 | – |
Total revenue from production activities | 2,900.2 | 1,981.8 |
Other income 2 | 46.3 | – |
2,946.5 | 1,981.8 |
| 2025 | 2024 | |
| $m | $m | |
Movement in oil and gas inventory | 11.7 | 84.2 |
Operating costs of hydrocarbon activities | (871.6) | (617.9) |
Materials inventory provision | (8.8) | (3.6) |
Royalties | (1.6) | (2.1) |
Depreciation on right-of-use assets (note 15) | (44.9) | (26.8) |
Depletion, depreciation and amortisation (note 15) | (795.7) | (573.4) |
(1,710.9) | (1,139.6) |
| 2025 | 2024 | |
| $m | $m | |
Administrative expenses, excluding transaction costs | (47.0) | (41.0) |
Transaction costs | (0.3) | (16.3) |
(47.3) | (57.3) |
| 2025 | 2024 | |
| Employee benefit expenses | $m | $m |
Wages and salaries | (146.5) | (103.2) |
Share-based payment charges (note 33) | (7.4) | (6.1) |
Social security costs | (17.6) | (11.6) |
Pension costs | (18.1) | (11.9) |
(189.6) | (132.8) |
Notes to the consolidated financial statements continued
186ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Notes to the consolidated financial statements continued
7. Administrative expenses continued
| 2025 | 2024 | |
| Number | Number | |
Onshore and administrative | 462 | 374 |
Offshore | 336 | 327 |
701 |
| 2025 | 2024 | |
| Audit fees | $m | $m |
Fees payable to the Company’s auditor for audit of the Company’s financial statements | 2.3 | 2.5 |
Audit of the Company’s subsidiaries pursuant to legislation | 0.8 | 0.4 |
Non-audit services provided by the auditors | 0.6 | 0.6 |
3.7 | 3.5 |
8. Other (losses)/gains
| 2025 | 2024 | |
| $m | $m | |
Gain on financial instruments (note 30) | 14.5 | 5.2 |
Fair value remeasurements of contingent consideration (note 26) | (22.8) | 27.3 |
Net foreign exchange | (5.3) | (6.1) |
(13.6) | 26.4 |
| 9. Finance costs and finance income | 2025 | 2024 |
| $m | $m | |
Loan interest and charges | (54.6) | (48.1) |
Senior notes interest | (68.6) | (54.9) |
Loan fee amortisation | (11.1) | (13.2) |
Interest on lease liabilities (note 25) | (4.8) | (1.5) |
| Accretion on deferred consideration and decommissioning liabilities less accretion | ||
on decommissioning reimbursements | (125.5) | (82.9) |
Total finance costs | (264.6) | (200.6) |
Finance income | 9.8 | 11.2 |
| 2025 | 2024 | |
| $m | $m | |
| Earnings for the year: | ||
Earnings for the purpose of basic and diluted earnings per share | (84.1) | 153.1 |
| Number of shares (million) | ||
| Weighted average number of ordinary shares for the purpose of basic earnings per | ||
share | 1,648.8 | 1,164.3 |
Dilutive potential ordinary shares | 14.4 | 10.5 |
| Weighted average number of ordinary shares for the purpose of diluted earnings | ||
per share | 1,663.2 | 1,174.8 |
| Earnings per share (cents) | ||
Basic | (5.1) | 13.2 |
Diluted | (5.1) | 13.0 |
187ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Notes to the consolidated financial statements continued
| 2025 | 2024 | |
| Current | $m | $m |
Trade receivables | 10.9 | 19.0 |
Other receivables | 6.3 | 23.0 |
Joint operations receivables | 111.5 | 106.0 |
Accrued income | 226.9 | 269.6 |
355.6 | 417.6 |
| 2025 | 2024 | |
| Non-current | $m | $m |
Decommissioning reimbursements | 99.7 | 144.2 |
| 2025 | 2024 | |
| Current | $m | $m |
Decommissioning reimbursements | 64.9 | 23.2 |
| 2025 | 2024 | |
| $m | $m | |
At 1 January | 167.4 | 195.5 |
Accretion net of tax at 30% | 6.2 | 7.4 |
Reimbursements received | (25.3) | (22.5) |
Change in reimbursement estimates net of tax and adjusted for movements on related contingent consideration | 16.2 | (13.0) |
At 31 December | 164.5 | 167.4 |
11. Trade and other receivables and decommissioning reimbursements continued
12. Prepayments
| 2025 | 2024 | |
| Current | $m | $m |
Prepayments | 26.0 | 40.6 |
Decommissioning securities | 3.4 | 1.6 |
29.4 | 42.2 |
| 2025 | 2024 | |
| Current | $m | $m |
Hydrocarbon underlift | 125.7 | 171.8 |
Materials inventories | 206.0 | 175.5 |
Provision for obsolete materials inventory | (78.3) | (63.5) |
253.4 | 283.8 |
Notes to the consolidated financial statements continued
188ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
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Notes to the consolidated financial statements continued
| $m | |
At 1 January 2024 | 548.4 |
Additions | 36.3 |
Change in decommissioning estimates (note 23) | 4.4 |
Business combinations (note 17) | 48.0 |
Write-offs/relinquishments | (24.6) |
At 31 December 2024 and 1 January 2025 | 612.5 |
Additions | 45.9 |
Change in decommissioning estimates (note 23) | (2.2) |
Revisions to 2024 business combinations (note 17) | (23.9) |
Transfers to development and production assets (note 15) | (24.2) |
Write-offs/relinquishments | (2.1) |
At 31 December 2025 | 606.0 |
15. Property, plant and equipment continued
| Right-of-use | Development and | Other | ||
| operating assets | production assets | fixed assets | Total | |
| $m | $m | $m | $m | |
| Cost | ||||
At 1 January 2024 | 156.2 | 7,976.8 | 47.6 | 8,180.6 |
Additions | 136.2 | 483.5 | 0.5 | 620.2 |
Business combinations (note 17) | 18.7 | 997.9 | – | 1,016.6 |
Change in decommissioning estimates (note 23) | – | 54.6 | – | 54.6 |
At 31 December 2024 and 1 January 2025 | 311.1 | 9,512.8 | 48.1 | 9,872.0 |
Additions | 244.0 | 723.2 | 8.2 | 975.4 |
Business combinations (note 17) | – | 249.4 | – | 249.4 |
| Transfers from exploration and evaluation assets | ||||
(note 14) | – | 24.2 | – | 24.2 |
Change in decommissioning estimates (note 23) | – | 160.5 | – | 160.5 |
At 31 December 2025 | 555.1 | 10,670.1 | 56.3 | 11,281.5 |
Depletion, depreciation, amortisation and impairment | ||||
1 January 2024 | (85.5) | (4,808.7) | (28.1) | (4,922.3) |
| Depletion, depreciation and amortisation | ||||
charge for the year | (26.8) | (568.1) | (5.3) | (600.2) |
Impairment charge (note 19) | – | (161.1) | – | (161.1) |
At 31 December 2024 and 1 January 2025 | (112.3) | (5,537.9) | (33.4) | (5,683.6) |
| Depletion, depreciation and amortisation | ||||
charge for the year | (44.9) | (788.2) | (7.5) | (840.6) |
Impairment charge (note 19) | (3.6) | (8.2) | – | (11.8) |
At 31 December 2025 | (160.8) | (6,334.3) | (40.9) | (6,536.0) |
Net book value at 31 December 2024 | 198.8 | 3,974.9 | 14.7 | 4,188.4 |
Net book value at 31 December 2025 | 394.3 | 4,335.8 | 15.4 | 4,745.5 |
189ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
| Group net % interest | |||||
Block | Licence | Field/discovery name | Operator | 2025 | 2024 |
9/11c | P.979 | Mariner | Adura Operations Limited | 8.89% | 8.89% |
9/11b | P.726 | Mariner | Adura Operations Limited | 8.89% | 8.89% |
30/2c | P.672 | Jade | Chrysaor Petroleum Company U.K. Limited | 32.50% | 32.50% |
22/30c and 29/5c | P.666 | Elgin-Franklin | TotalEnergies E&P UK Limited | 27.95% | 27.95% |
15/29b | P.590 | Callanish | Chrysaor Production (U.K.) Limited | 20.00% | 20.00% |
204/25a | P.559 | Schiehallion | BP Exploration Operating Company Limited | 35.30% | 35.30% |
204/19b and 204/20b | P.556 | Suilven | Ithaca SP E&P Limited | 50.00% | 50.00% |
29/5b | P.362 | Elgin-Franklin | TotalEnergies E&P UK Limited | 27.95% | 27.95% |
21/4a | P.347 | Callanish | Chrysaor Production (U.K.) Limited | 13.70% | 13.70% |
16/27b | P.345 | Britannia | Ithaca MA Limited | 35.75% | 35.75% |
9/11a | P.335 | Mariner | Adura Operations Limited | 8.89% | 8.89% |
13/22a | P.324 | Captain | Ithaca SP E&P Limited | 85.00% | 85.00% |
22/18a | P.292 | Arbroath, Arkwright, Carnoustie, Wood | Neo Energy Resources UK Limited | 41.03% | 41.03% |
22/17s, 22/22a and 22/23a | P.291 | Arbroath, Arkwright, Brechin, Carnoustie, Cayley, Shaw | Neo Energy Resources UK Limited | 41.03% | 41.03% |
23/26b | P.264 | Erskine | Ithaca Energy (UK) Limited | 50.00% | 50.00% |
9/11d and 9/12b | P.2508 | Mariner | Adura Operations Limited | 8.89% | 8.89% |
9/11g | P.2151 | Mariner | Adura Operations Limited | 8.89% | 8.89% |
16/26a A-ALB | P.213 | Alba | Ithaca Oil and Gas Limited | 36.67% | 36.67% |
16/26a B-BRI | P.213 | Britannia | Ithaca MA Limited | 33.17% | 33.17% |
16/26a | P.213 | N/A | Ithaca Oil and Gas Limited | 34.50% | 34.50% |
3/7a | P.203 | Columba E | CNR International (U.K.) Limited | 20.00% | 20.00% |
3/8a and 3/8a | P.199 | Columba B/D | CNR International (U.K.) Limited | 5.60% | 5.60% |
22/30b | P.188 | Elgin-Franklin | TotalEnergies E&P UK Limited | 27.95% | 27.95% |
21/20a | P.185 | Cook | Ithaca SP E&P Limited | 61.35% | 61.35% |
8/15a | P.1758 | Mariner | Equinor UK Limited | 8.89% | 8.89% |
30/7b | P.1589 | Jade | Chrysaor Petroleum U.K. Limited | 32.50% | 32.50% |
30/1f | P.1588 | Vorlich 1 | Ithaca MA Limited | 100.00% | 100.00% |
Notes to the consolidated financial statements continued
190ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
Block | Licence | Field/discovery name | Operator | 2025 | 2024 |
30/1c | P.363 | Vorlich | Ithaca MA Limited | 34.00% | 34.00% |
205/2a | P.1272 | Rosebank | Adura Operations Limited | 20.00% | 20.00% |
205/1a | P.1191 | Rosebank | Adura Operations Limited | 20.00% | 20.00% |
15/29a | P.119 | Alder | Ithaca Energy (UK) Limited | 73.68% | 73.68% |
15/29a | P.119 | Britannia | Ithaca MA Limited | 75.00% | 75.00% |
21/3a | P.118 | Brodgar | Chrysaor Production (U.K.) Limited | 25.00% | 25.00% |
23/22a | P.111 | Pierce | Enterprise Oil Limited | 34.01% | 34.01% |
15/30a | P.103 | Britannia | Chrysaor Production (U.K.) Limited | 33.03% | 33.03% |
21/5a | P.103 | Enochdhu | Chrysaor Production (U.K.) Limited | 50.00% | 50.00% |
213/26b and 213/27a | P.1026 | Rosebank | Equinor UK Limited | 20.00% | 20.00% |
23/26a | P.057 | Erskine | Ithaca Energy (UK) Limited | 50.00% | 50.00% |
22/18n | P.020 | Montrose | Neo Energy Resources UK Limited | 41.03% | 41.03% |
22/17n, 22/17s, 22/22a and 22/23a | P.019 | Godwin, Montrose | Neo Energy Resources UK Limited | 41.03% | 41.03% |
30/11a and 30/12d | P.1820 | Isabella | Total Energies E&P North Sea UK Limited | 72.50% | 72.50% |
| 204/8, 204/9c, 204/10c, 204/13, 204/14d | P.2403 | Tornado | Ithaca SP E&P Limited | 50.00% | 50.00% |
| and 204/15 | |||||
30/7a and 30/12a | P.032 | Judy/Joanne | Chrysaor Petroleum Company U.K. Limited | 33.00% | 33.00% |
30/7c | P.2221 | Judy | Chrysaor Petroleum Company U.K. Limited | 33.00% | 33.00% |
30/13d A | P.079 | Judy | Chrysaor Petroleum Company U.K. Limited | 15.00% | 15.00% |
30/6a | P.11 | Jasmine | Chrysaor Petroleum Company U.K. Limited | 33.00% | 33.00% |
29/4d | P.752 | Glenelg | TotalEnergies E&P UK Limited | 8.00% | 8.00% |
22/29b | P.2613 | Glenelg Protection | TotalEnergies E&P UK Limited | 32.14% | 32.14% |
30/20a | P.2220 | Tommeliten | ConocoPhillips (U.K.) Holdings Limited | 0.07% | 0.07% |
30/13e | P.2456 | Talbot | Harbour Energy Limited | 33.00% | 33.00% |
16. Interests in joint operations continued
191ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
16. Interests in joint operations continued
| Group net % interest | |||||
Block | Licence | Field/discovery name | Operator | 2025 | 2024 |
30/7d and 30/8a | P.2399 | Judy East | Chrysaor Petroleum Company U.K. Limited | 33.00% | 33.00% |
N/A | Pipeline | GAEL | INEOS FPS Limited | 10.23% | 10.23% |
N/A | Pipeline | SEAL | TotalEnergies E&P UK Limited | 21.87% | 21.87% |
44/11a and 44/12a | P.1055 | Cygnus | Ithaca (NE) E&P Limited | 85.00% | 38.75% |
22/29c | P.1622 | Seagull | BP Exploration Operating Company Limited | 50.00% | 35.00% |
47/14b | P.614 | Juliet | Ithaca (NE) E&P Limited | 81.00% | 81.00% |
44/24a | P.611 | Minke | Ithaca (NE) E&P Limited | 15.56% | 15.56% |
44/29b | P.454/P.611 | Orca UK | Ithaca (NE) E&P Limited | 15.56% | 15.56% |
44/19b | P.1139 | Cameron | Tullow Limited | 27.50% | 27.50% |
N/A | Pipeline | ETS | Kellas North Sea 2 Limited | 25.00% | 25.00% |
36/30a, 42/3a, 42/4 and 42/5a | P.2133 | Ossian | Spirit Energy Limited | 30.00% | 30.00% |
42/2b, 42/3b, 42/7a, 42/8b and 42/9b | P.2126 | Aurora | Spirit Energy Limited | 30.00% | 30.00% |
44/11b | P.1731 | Cepheus | Ithaca (NE) E&P Limited | 34.48% | 34.48% |
| Group net % interest | |||||
Block | Licence | Field/discovery name | Operator | 2025 | 2024 |
22/1b | P.2373 | F Block (Fotla and Fortriu) | Ithaca Oil and Gas Limited | 100.00% | 100.00% |
29/10b | P.1665 | Abigail | Ithaca SP E&P Limited | 100.00% | 100.00% |
204/4a and 204/5a | P.1189 | Cambo | Ithaca SP E&P Limited | 100.00% | 100.00% |
204/9a and 204/10a | P.1028 | Cambo | Ithaca SP E&P Limited | 100.00% | 100.00% |
30/6a and 29/10a | P.011 | Stella/Harrier | Ithaca Energy (UK) Limited | 100.00% | 100.00% |
29/15, 30/11c, 30/16i and 30/6d | P.2622 | J-Area West | N/A | 100.00% | 100.00% |
16/22b | P.2638 | Quad 16 | N/A | 100.00% | 100.00% |
Notes to the consolidated financial statements continued
192ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
| Total | Total | |||
| JAPEX UK | Cygnus | 2025 | 2024 | |
| $m | $m | $m | $m | |
Property, plant and equipment (note 15) | 57.6 | 191.8 | 249.4 | 1,016.6 |
Exploration and evaluation assets (note 14) | – | – | – | 24.1 |
Cash | 16.1 | – | 16.1 | 107.5 |
Inventory | 3.5 | 3.5 | 7.0 | 62.3 |
Trade and other receivables | 11.6 | 1.7 | 13.3 | 178.0 |
Total assets excluding deferred tax | 88.8 | 197.0 | 285.8 | 1,388.5 |
Trade and other payables | (12.6) | (21.2) | (33.8) | (221.4) |
Current tax payable | – | – | – | (50.0) |
Decommissioning provisions (note 23) | (12.4) | (113.0) | (125.4) | (668.2) |
Other provisions (note 24) | – | – | – | (38.8) |
Lease liabilities (note 25) | – | – | – | (22.0) |
Total liabilities excluding deferred tax | (25.0) | (134.2) | (159.2) | (1,000.4) |
Deferred tax assets (note 28) | 91.8 | 45.2 | 137.0 | 820.7 |
Deferred tax liabilities (note 28) | (3.2) | (92.6) | (95.8) | (545.8) |
Total identifiable net assets at fair value | 152.4 | 15.4 | 167.8 | 663.0 |
| Consideration satisfied by the issue of new | ||||
shares | – | – | – | 861.3 |
Cash consideration | 156.4 | 153.1 | 309.5 | – |
Deferred consideration (note 26) | – | 10.5 | 10.5 | 204.4 |
Total consideration | 156.4 | 163.6 | 320.0 | 1,065.7 |
Goodwill arising (note 18) | 4.0 | 148.2 | 152.2 | 402.7 |
Net cash flows 1 | (140.3) | (153.1) | (293.4) | 107.5 |
1 Acquisition payments net of cash acquired.
17. Business combinations continued
| Adjustment to | |||
| Final FV | Provisional FV | goodwill | |
| $m | $m | $m | |
Exploration and evaluation assets (note 14) | 24.1 | 48.0 | 23.9 |
Trade and other payables | (221.4) | (212.5) | 8.9 |
Current tax payable | (50.0) | (69.2) | (19.2) |
Decommissioning provisions (note 23) | (668.2) | (651.0) | 17.2 |
Other provisions (note 24) | (38.8) | (34.9) | 3.9 |
Deferred tax assets (note 28) | 820.7 | 846.4 | 25.7 |
Deferred tax liabilities (note 28) | (545.8) | (549.1) | (3.3) |
Total adjustments to goodwill (note 18) | 57.1 | ||
Provisional goodwill (note 18) | 345.6 | ||
Final goodwill | 402.7 |
193ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
17. Business combinations continued
| 2025 | 2024 | |
| $m | $m | |
Balance at 1 January | 1,129.5 | 783.9 |
Additions (note 17) | 152.2 | 345.6 |
Revisions to 2024 business combinations (note 17) | 57.1 | – |
Balance at 31 December | 1,338.8 | 1,129.5 |
18. Goodwill continued
| 2025 | 2024 | |
| $m | $m | |
D&P assets (note 15) | (8.2) | (148.8) |
| Decommissioning cost estimate changes on assets which have either been fully | ||
written off or have ceased production (note 23) | (64.4) | (99.7) |
Fixed asset additions on assets that have been fully written off (note 15) | (4.5) | (12.3) |
Other movements | (0.4) | (2.2) |
Total impairment charges on D&P assets | (77.5) | (263.0) |
Notes to the consolidated financial statements continued
194ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
19. Impairment charges on oil and gas assets continued
| Price assumptions (nominal) | ||
Oil | Gas | |
Post-tax discount rate assumption | 9.7% | 9.7% |
2026 | $62/bbl | 82p/therm |
2027 | $65/bbl | 75p/therm |
2028 | $70/bbl | 77p/therm |
2029 | $74/bbl | 75p/therm |
2030 | $77/bbl | 76p/therm |
2031 | $79/bbl | 77p/therm |
2032 1 | $80/bbl | 79p/therm |
19. Impairment charges on oil and gas assets continued
| Price assumptions (nominal) | ||
Oil | Gas | |
Post-tax discount rate assumption | 10.0% | 10.0% |
2025 | $75/bbl | 98p/therm |
2026 | $74/bbl | 84p/therm |
2027 | $77/bbl | 81p/therm |
2028 | $79/bbl | 82p/therm |
2029 | $80/bbl | 83p/therm |
2030 | $82/bbl | 85p/therm |
2031 1 | $83/bbl | 87p/therm |
195ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
| 2025 | 2024 | |
| $m | $m | |
| Current | ||
Accrued interest costs on borrowings | (26.9) | (23.2) |
Unamortised short-term bank fees | 7.3 | 6.6 |
Unamortised short-term senior notes fees | 5.5 | 3.6 |
Total current borrowings | (14.1) | (13.0) |
| Non-current | ||
Accrued interest costs on borrowings | (18.8) | – |
RBL facility | – | (150.0) |
Senior unsecured notes 2029 | (750.0) | (750.0) |
Senior unsecured notes 2031 | (528.3) | – |
Project capital expenditure facility | (150.0) | (150.0) |
Unamortised long-term bank fees | 20.6 | 24.6 |
Unamortised long-term senior notes fees | 18.8 | 13.5 |
Total non-current borrowings | (1,407.7) | (1,011.9) |
20. Borrowings continued
Notes to the consolidated financial statements continued
196ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
20. Borrowings continued
| Non-cash changes | |||||||
| Financing cash | Business | Other | |||||
| 1 January 2025 | flows (i) | Additions (iii) | combinations | Amortisation | movements (ii) | 31 December 2025 | |
| $m | $m | $m | $m | $m | $m | $m | |
Borrowings (note 20) | 1,024.9 | 252.2 | – | – | 11.1 | 133.6 | 1,421.8 |
Lease liabilities | 40.1 | (46.7) | 117.4 | – | – | 1.4 | 112.2 |
Total liabilities from financing activities | 1,065.0 | 205.5 | 117.4 | – | 11.1 | 135.0 | 1,534.0 |
| Non-cash changes | |||||||
| Financing cash | Business | Other | |||||
| 1 January 2024 | flows (i) | Additions (iii) | combinations | Amortisation | movements (ii) | 31 December 2024 | |
| $m | $m | $m | $m | $m | $m | $m | |
Borrowings (note 20) | 748.1 | 12.0 | 150.0 | – | 13.2 | 101.6 | 1,024.9 |
Lease liabilities | 20.6 | (29.4) | 25.4 | 22.0 | – | 1.5 | 40.1 |
Interest rate derivatives (note 30) | (0.6) | 0.6 | – | – | – | – | – |
Total liabilities from financing activities | 768.1 | (16.8) | 175.4 | 22.0 | 13.2 | 103.1 | 1,065.0 |
197ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
| 2025 | 2024 | |
| $m | $m | |
Trade payables | (54.3) | (21.9) |
Hydrocarbon amounts owed to joint operations/overlift | (55.2) | (102.1) |
Other payables | (24.8) | (38.1) |
Accruals | (432.9) | (394.6) |
Deferred income | (43.1) | (9.8) |
(610.3) | (566.5) |
| 2025 | 2024 | |
| $m | $m | |
Balance at 1 January | (2,655.1) | (1,859.7) |
2024 business combinations and revisions (note 17) | (17.2) | (651.0) |
Business combination additions in 2025 (note 17) | (125.4) | – |
Accretion | (124.9) | (93.4) |
Additions and revisions to estimates | (266.5) | (145.1) |
Decommissioning provision utilised | 107.2 | 94.1 |
Balance at 31 December | (3,081.9) | (2,655.1) |
| Current | ||
Balance at 1 January | (152.7) | (107.0) |
Balance at 31 December | (328.0) | (152.7) |
| Non-current | ||
Balance at 1 January | (2,502.4) | (1,752.7) |
Balance at 31 December | (2,753.9) | (2,502.4) |
23. Decommissioning liabilities continued
| 2025 | 2024 | |
| $m | $m | |
Development and production assets (note 15) | (160.5) | (54.6) |
Exploration and evaluation assets (note 14) | 2.2 | (4.4) |
Assets which have either been fully written-off or have ceased production | (70.5) | (99.7) |
Assets which are subject to decommissioning reimbursements (note 11) | (36.8) | 13.6 |
Other movements | (0.9) | – |
(266.5) | (145.1) |
| 2025 | 2024 | |
| $m | $m | |
At 1 January | (36.2) | – |
Business combination additions (note 17) | – | (34.9) |
Revisions to 2024 business combinations (note 17) | (3.9) | – |
Amounts utilised | 30.5 | – |
Other movements | (1.6) | (1.3) |
At 31 December | (11.2) | (36.2) |
| Current | ||
Balance at 1 January | – | – |
Balance at 31 December | (7.6) | – |
| Non-current | ||
Balance at 1 January | (36.2) | – |
Balance at 31 December | (3.6) | (36.2) |
Notes to the consolidated financial statements continued
198ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
24 Other provisions continued
| 2025 | 2024 | |
| Current | $m | $m |
Lease liabilities | (59.1) | (19.4) |
| 2025 | 2024 | |
| Non-current | $m | $m |
Lease liabilities | (53.1) | (20.7) |
| 2025 | 2024 | |
| $m | $m | |
Less than one year | (65.6) | (21.0) |
One to five years | (59.1) | (21.9) |
Total undiscounted lease payments | (124.7) | (42.9) |
Future finance charges | 12.5 | 2.8 |
Lease liabilities in the financial statements | (112.2) | (40.1) |
| 2025 | 2024 | |
| $m | $m | |
At 1 January | (40.1) | (20.6) |
Additions | (117.4) | (25.4) |
Business combination additions (note 17) | – | (22.0) |
Interest | (4.8) | (1.5) |
Foreign exchange movements | (1.3) | – |
Payments | 51.4 | 29.4 |
At 31 December | (112.2) | (40.1) |
Current | (59.1) | (19.4) |
Non-current | (53.1) | (20.7) |
(112.2) | (40.1) |
25. Lease liabilities continued
26. Contingent and deferred consideration
| 2025 | 2024 | |
| Current | $m | $m |
Contingent consideration | (68.0) | (75.0) |
Deferred consideration payable to related-party for business combination (note 17) | (43.1) | (160.2) |
Marubeni deferred consideration | – | (68.3) |
(111.1) | (303.5) |
| 2025 | 2024 | |
| Non-current | $m | $m |
Contingent consideration | (184.3) | (165.5) |
Deferred consideration payable to related-party for business combination (note 17) | (15.6) | (44.2) |
(199.9) | (209.7) |
| 2025 | 2024 | |
| $m | $m | |
Cash flows relating to contingent and deferred considerations | (235.6) | (23.0) |
Movement in contingent consideration is as follows:
| 2025 | 2024 | |
| $m | $m | |
At 1 January | (240.5) | (296.4) |
Payments made | 1.6 | 23.0 |
Changes in fair value | (13.4) | 32.9 |
At 31 December | (252.3) | (240.5) |
199ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
26. Contingent and deferred consideration continued
| 2025 | 2024 | |
| $m | $m | |
At 1 January | (272.7) | (64.0) |
Additions from business combinations (note 17) | (10.5) | (204.4) |
Payments made | 234.0 | – |
Accretion | (9.5) | (4.3) |
At 31 December | (58.7) | (272.7) |
26. Contingent and deferred consideration continued
Notes to the consolidated financial statements continued
200ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
| The issued share capital is as follows: | Number of | Amount |
| common shares | $m | |
At 31 December 2024 and 31 December 2025 | 1,653,732,455 | 20.0 |
| 2024 | ||
| 2025 | Restated 1 | |
| $m | $m | |
At 1 January and 31 December | 308.8 | 308.8 |
| 2024 | ||
| 2025 | Restated 1 | |
| $m | $m | |
At 31 December | 852.8 | 852.8 |
1 See note 2.
27. Share capital and reserves continued
| 2025 | 2024 | |
| $m | $m | |
At 1 January and 31 December | 181.9 | 181.9 |
| 2025 | 2024 | |
| $m | $m | |
At 31 December | (4.7) | (9.6) |
| 2025 | 2024 | |
| $m | $m | |
At 31 December | 21.3 | 18.8 |
201ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
| 2025 | 2024 | |
| $m | $m | |
| Current tax | ||
Current corporation tax charge | (29.3) | (17.8) |
Current EPL tax charge | (375.7) | (221.4) |
True-up in respect of prior years | 41.6 | 30.6 |
Total current tax charge | (363.4) | (208.6) |
| Deferred tax | ||
True-up in respect of prior years | 4.6 | (21.1) |
Group tax charge in consolidated statement of profit or loss | (563.2) | (1.9) |
Group tax (charge)/credit in consolidated statement of other comprehensive income | (336.9) | 195.6 |
Total deferred tax (charge)/credit | (895.5) | 172.6 |
| Deferred Petroleum Revenue Tax | ||
True-up in respect of prior years | (14.9) | – |
Deferred PRT credit for the year | 12.5 | 50.4 |
Deferred PRT (charge)/credit in consolidated statement of profit or loss | (2.4) | 50.4 |
Total tax charge through consolidated statement of profit or loss | (924.4) | (181.2) |
28. Taxation continued
| 2025 | 2024 | |
| $m | $m | |
Accounting profit before tax | 840.3 | 334.3 |
At tax rate of 40% (2024: 40%) | (336.1) | (133.7) |
Non-deductible (expense)/income | (11.1) | 8.7 |
Financing costs not allowed for SCT | (12.7) | (13.6) |
Ring Fence Expenditure Supplement | 14.6 | 14.3 |
Deferred tax effect of investment allowance | 52.7 | 33.2 |
True-up in respect of prior years | 31.3 | 9.5 |
Deferred PRT net of corporation tax | 20.1 | 30.2 |
Deferred tax on EPL | (295.5) | 119.1 |
Current tax on EPL | (375.7) | (221.4) |
Income taxed at different rates | (13.0) | (27.9) |
Share-based payments | 1.5 | 0.4 |
Foreign exchange movements on current taxation | (0.5) | – |
Total tax charge recorded in the consolidated statement of profit or loss | (924.4) | (181.2) |
| 2025 | 2024 | |
| $m | $m | |
Deferred corporation tax liability | (2,953.0) | (2,197.5) |
Deferred corporation tax asset | 3,175.3 | 3,279.6 |
Deferred PRT asset | 139.7 | 142.1 |
Net deferred tax asset | 362.0 | 1,224.2 |
Notes to the consolidated financial statements continued
202ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
28. Taxation continued
| 2025 | 2024 | |
| $m | $m | |
At 1 January | 1,224.2 | 704.7 |
Consolidated statement of profit or loss (charge)/credit | (561.0) | 27.4 |
Other comprehensive income (charge)/credit | (336.9) | 195.7 |
Deferred tax on decommissioning reimbursements (note 11) | 16.9 | (0.9) |
Business combinations 1 (note 17) | 18.8 | 297.3 |
At 31 December | 362.0 | 1,224.2 |
| 2025 | 2024 | |
| $m | $m | |
Accelerated capital allowances | (447.4) | 101.0 |
Tax losses | (236.2) | (203.3) |
Decommissioning provision | 97.1 | 61.7 |
Deferred PRT | 0.9 | (20.2) |
Hedging 2 | (348.3) | 201.5 |
Share schemes | 0.8 | 0.9 |
Foreign exchange movements | (3.8) | – |
Investment allowances | 41.4 | 31.0 |
(895.5) | 172.6 |
28. Taxation continued
| Deferred | |||||
| corporation | Accelerated | ||||
| Other timing | tax on | tax | |||
| Hedges | differences | deferred PRT | depreciation | Total | |
| Gross deferred corporation tax liabilities | $m | $m | $m | $m | $m |
At 1 January 2024 | (107.7) | – | (36.7) | (1,723.6) | (1,868.0) |
Business combinations (note 17) | – | – | – | (549.1) | (549.1) |
True-up in respect of prior years | – | – | – | (16.0) | (16.0) |
Origination and reversal of temporary differences | 201.5 | – | (20.1) | 148.0 | 329.4 |
Reclassification to deferred corporation tax assets | (93.8) | – | – | – | (93.8) |
At 31 December 2024 and 1 January 2025 | – | – | (56.8) | (2,140.7) | (2,197.5) |
Business combinations (note 17) | – | – | – | (92.5) | (92.5) |
True-up in respect of prior years | – | (3.8) | 6.0 | (9.1) | (6.9) |
Origination and reversal of temporary differences | (348.3) | – | (5.0) | (396.6) | (749.9) |
| Reclassification from deferred corporation tax | |||||
assets | 93.8 | – | – | – | 93.8 |
At 31 December 2025 | (254.5) | (3.8) | (55.8) | (2,638.9) | (2,953.0) |
| Share | Decommissioning | Other | ||||
| schemes | provision | provisions | Tax losses | Hedges | Total | |
| Gross deferred corporation tax assets | $m | $m | $m | $m | $m | $m |
At 1 January 2024 | 4.0 | 721.7 | – | 1,755.2 | – | 2,480.9 |
Business combinations (note 17) | – | 257.4 | 21.4 | 567.6 | – | 846.4 |
True-up in respect of prior years | – | – | – | (5.0) | – | (5.0) |
Origination and reversal of temporary differences | 0.9 | 60.8 | – | (198.2) | – | (136.5) |
| Reclassification to deferred | ||||||
corporation tax liabilities | – | – | – | – | 93.8 | 93.8 |
At 31 December 2024 and 1 January 2025 | 4.9 | 1,039.9 | 21.4 | 2,119.6 | 93.8 | 3,279.6 |
Business combinations (note 17) | – | 57.0 | (21.4) | 75.7 | – | 111.3 |
True-up in respect of prior years | – | – | – | 14.5 | – | 14.5 |
Origination and reversal of temporary differences | 0.8 | 113.8 | – | (250.7) | – | (136.3) |
| Reclassification from deferred | ||||||
corporation tax liabilities | – | – | – | – | (93.8) | (93.8) |
At 31 December 2025 | 5.7 | 1,210.7 | – | 1,958.9 | – | 3,175.3 |
203ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
28. Taxation continued
| Total | |
| Deferred PRT asset | $m |
At 1 January 2024 | 91.7 |
Origination and reversal of temporary differences | 50.4 |
At 31 December 2024 and 1 January 2025 | 142.1 |
True-up in respect of prior years | (14.8) |
Origination and reversal of temporary differences | 12.4 |
At 31 December 2025 | 139.7 |
| 2025 | 2024 | |
| $m | $m | |
| Capital commitments | ||
Capital commitments incurred jointly with other venturers (Group’s share) | 308.9 | 399.6 |
Notes to the consolidated financial statements continued
204ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
30. Financial instruments continued
| Mandatorily | Derivatives | Measured at fair | |||
| measured at fair | designated | value through other | |||
| Measured at | value through | in hedge | comprehensive | Total carrying | |
| amortised cost | profit or loss | relationships | income | amount | |
| $m | $m | $m | $m | $m | |
| Financial assets | |||||
Cash and cash equivalents | 170.1 | – | – | – | 170.1 |
Other financial assets | 11.3 | – | – | – | 11.3 |
Trade and other receivables 1 | 355.6 | – | – | – | 355.6 |
Investments | – | – | – | 49.0 | 49.0 |
Derivative financial instruments | – | 8.4 | 352.9 | – | 361.3 |
| Financial liabilities | |||||
Borrowings | (1,421.7) | – | – | – | (1,421.7) |
Trade and other payables 2 | (503.8) | – | – | – | (503.8) |
Lease liabilities | (112.2) | – | – | – | (112.2) |
| Contingent and deferred | |||||
consideration | (58.7) | (252.3) | – | – | (311.0) |
Derivative financial instruments | – | – | (9.9) | – | (9.9) |
| (1,411.3) |
205ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
30. Financial instruments continued
| Mandatorily | Derivatives | |||
| measured at fair | designated | |||
| Measured at | value through profit | in hedge | Total carrying | |
| amortised cost | or loss | relationships | amount | |
| $m | $m | $m | $m | |
| Financial assets | ||||
Cash and cash equivalents | 165.1 | – | – | 165.1 |
Other financial assets | 11.3 | – | – | 11.3 |
Trade and other receivables 1 | 411.1 | – | – | 411.1 |
Derivative financial instruments | – | – | 33.0 | 33.0 |
| Financial liabilities | ||||
Borrowings | (1,024.9) | – | – | (1,024.9) |
Trade and other payables 2 | (439.7) | – | – | (439.7) |
Lease liabilities | (40.2) | – | – | (40.2) |
Contingent and deferred consideration | (272.7) | (240.5) | – | (513.2) |
Derivative financial instruments | – | (7.5) | (144.0) | (151.5) |
| (1,549.0) |
| Level 1 | Level 2 | Level 3 | Total Fair Value | |
| $m | $m | $m | $m | |
Investments | 49.0 | – | – | 49.0 |
Contingent consideration (note 26) | – | – | (252.3) | (252.3) |
Derivative financial instrument asset | – | 361.3 | – | 361.3 |
Derivative financial instrument liability | – | (9.9) | – | (9.9) |
30. Financial instruments continued
At 1 January 2025 | (239.3) |
Changes in fair value | (13.0) |
At 31 December 2025 | (252.3) |
| $m | |
At 1 January 2025 | – |
Additions | 38.3 |
Fair value remeasurements | 10.7 |
At 31 December 2025 | 49.0 |
| Level 1 | Level 2 | Level 3 | Total fair value | |
| $m | $m | $m | $m | |
Contingent consideration (note 26) | – | (1.2) | (239.3) | (240.5) |
Derivative financial instrument asset | – | 33.0 | – | 33.0 |
Derivative financial instrument liability | – | (151.5) | – | (151.5) |
| $m | |
At 1 January 2024 | (272.3) |
Cash settlements | 15.0 |
Changes in fair value | 18.0 |
At 31 December 2024 | (239.3) |
Notes to the consolidated financial statements continued
206ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
30. Financial instruments continued
| 2025 | 2024 | |
| Change in probability | $m | $m |
20% decrease in probability | 81.8 | 84.2 |
20% increase in probability | (64.1) | (77.1) |
| 2025 | 2024 | |
| Change in discount rate | $m | $m |
1% decrease in discount rate | (5.8) | (5.7) |
30. Financial instruments continued
| 2025 | 2024 | |
| $m | $m | |
Revaluation of forex forward contracts | 7.5 | (1.3) |
Revaluation of interest rate swaps | – | (0.6) |
Revaluation of forex collar contracts | 8.4 | – |
Revaluation of commodity hedges | – | 2.3 |
Total revaluation gain on financial instruments | 15.9 | 0.4 |
Realised (losses)/gains on forex forward contracts | (1.4) | 5.8 |
Realised gains on interest rate swaps | – | 0.6 |
Realised losses on commodity hedges | – | (1.6) |
Total gain on financial instruments (note 8) | 14.5 | 5.2 |
| 2025 | 2024 | |
| Cash flow hedge reserve | $m | $m |
At 1 January | (15.7) | 39.9 |
Change in fair value of derivative instruments | 500.1 | (68.5) |
Amounts recycled to revenue | (120.0) | (135.1) |
Amounts recycled to operating costs | (10.4) | (8.7) |
Amounts recycled to dividends | (5.1) | (1.3) |
Amounts recycled to foreign exchange gains and losses | 1.3 | – |
Amounts recycled to purchase of subsidiary undertakings | 1.7 | – |
Amounts recycled to taxation | (3.7) | – |
Amount per consolidated statement of comprehensive income | 363.9 | (213.6) |
Deferred tax on movement in year | (283.9) | 158.0 |
Cash flow hedge reserve at 31 December | 64.3 | (15.7) |
207ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
30. Financial instruments continued
| 2025 | 2024 | |
| Cost of hedging reserve | $m | $m |
At 1 January | (9.1) | 4.1 |
Change in time value of derivative instruments | 67.8 | (55.7) |
Amounts recycled to revenue – premium payments on oil derivative contracts | – | 1.7 |
Amounts recycled to revenue – premium payments on gas derivative contracts | 0.3 | 3.2 |
Amount per consolidated statement of comprehensive income | 68.1 | (50.8) |
Deferred tax on movement in year | (53.0) | 37.6 |
Cost of hedging reserve at 31 December | 6.0 | (9.1) |
30. Financial instruments continued
Derivative | Term | Volume | Average price | |
Oil swaps | Jan 26 – Dec 27 | 10,029,000 | bbls | $67/bbl |
Oil collars | Jan 26 – Dec 27 | 9,735,000 | bbls | $60/bbl floor – $69/bbl ceiling |
Gas swaps | Jan 26 – Mar 27 | 219,020,000 | therms | 97p/therm |
| 81p/therm floor – | ||||
Gas collars | Jan 26 – Mar 27 | 530,190,000 | therms | 112p/therm ceiling |
Derivative | Term | Volume | Average price | |
Oil swaps | Jan 25 – Dec 25 | 3,505,500 | bbls | $78/bbl |
Oil collars | Jan 25 – Dec 25 | 1,969,500 | bbls | $74/bbl floor – $85/bbl ceiling |
Gas swaps | Jan 25 – Dec 26 | 296,750,000 | therms | 98p/therm |
Gas puts | Jan 25 – Dec 26 | 217,725,000 | therms | 81p/therm |
| 83p/therm floor – | ||||
Gas collars | Jan 25 – Dec 26 | 348,555,000 | therms | 102p/therm ceiling |
| 2025 | 2024 | |
| Change in realised commodity price | $m | $m |
20% decrease in realised oil price | (306.7) | (235.7) |
20% decrease in realised gas price | (223.4) | (119.8) |
Notes to the consolidated financial statements continued
208ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
30. Financial instruments continued
| 2025 | 2024 | |
| Change in interest rate | $m | $m |
Increase of 250 basis points | (8.4) | (8.4) |
| 2025 | 2024 | |
| Change in Pounds Sterling foreign exchange rate | $m | $m |
10% weakening of Pounds Sterling against the US Dollar | (14.1) | (6.9) |
30. Financial instruments continued
209ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
30. Financial instruments continued
| Weighted | ||||||
| average | Within | Within | More than | Carrying | ||
| effective | 1 year | 2 to 5 years | 5 years | Total | amount | |
| interest rate | $m | $m | $m | $m | $m | |
Trade and other payables | – | (503.8) | – | – | (503.8) | (503.8) |
| Contingent and deferred | ||||||
consideration | – | (112.5) | (219.8) | (27.0) | (359.3) | (311.0) |
Lease liabilities | 7.86% | (65.6) | (59.1) | – | (124.7) | (112.2) |
Borrowings | 7.59% | (109.8) | (1,275.4) | (554.9) | (1,940.1) | (1,421.7) |
(791.7) | (1,554.3) | (581.9) | (2,927.9) | (2,348.7) |
| Weighted | ||||||
| average | Within | Within | More than | Carrying | ||
| effective | 1 year | 2 to 5 years | 5 years | Total | amount | |
| interest rate | $m | $m | $m | $m | $m | |
Trade and other payables | – | (439.7) | – | – | (439.7) | (439.7) |
| Contingent and deferred | ||||||
consideration | – | (310.1) | (212.9) | (44.5) | (567.5) | (513.2) |
Lease liabilities | 5.69% | (21.0) | (21.9) | – | (42.9) | (40.2) |
Borrowings | 8.14% | (85.5) | (1,356.9) | – | (1,442.4) | (1,024.9) |
(856.3) | (1,591.7) | (44.5) | (2,492.5) | (2,018.0) |
30. Financial instruments continued
| Within | Within | ||
| 1 year | 2 to 5 years | Total | |
| At 31 December 2025 | $m | $m | $m |
| Net-settled (derivative liabilities): | |||
Commodity options | (0.2) | (0.6) | (0.8) |
| Gross-settled: | |||
Foreign exchange forwards – gross outflows | (123.6) | – | (123.6) |
Foreign exchange collars – gross outflows | (312.7) | (397.3) | (710.0) |
(436.5) | (397.9) | (834.4) |
| Within | Within | ||
| 1 year | 2 to 5 years | Total | |
| At 31 December 2024 | $m | $m | $m |
| Net-settled (derivative liabilities): | |||
Commodity options | (74.2) | (10.3) | (84.5) |
| Gross-settled: | |||
Foreign exchange forwards – gross outflows | (191.5) | – | (191.5) |
Foreign exchange collars – gross outflows | (191.1) | – | (191.1) |
(456.8) | (10.3) | (467.1) |
Notes to the consolidated financial statements continued
210ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
| 2025 | 2024 | |
| $m | $m | |
Oil swaps – cash flow hedge | 65.3 | 19.9 |
Oil collars – cash flow hedge | 26.1 | 6.5 |
Gas swaps – cash flow hedge | 95.2 | (49.5) |
Gas collars – cash flow hedge | 113.7 | (81.2) |
FX forwards – cash flow hedge | 10.5 | 0.2 |
FX forwards – non-cash flow hedge | – | (7.5) |
FX collars – cash flow hedge | 41.3 | (6.9) |
FX collars – non-cash flow hedge | 8.4 | – |
Cross-currency interest rate swaps | (9.1) | – |
351.4 | (118.5) |
| 2025 | 2024 | |
| Maturity analysis of derivative financial instruments | $m | $m |
Non-current assets | 93.5 | – |
Current assets | 267.8 | 33.0 |
Non-current liabilities | (0.6) | (21.0) |
Current liabilities | (9.3) | (130.5) |
351.4 | (118.5) |
31. Derivative financial statements continued
| Related amounts | |||
| Amount recognised | not set off in the | ||
| in the statement of | statement of | ||
| financial position | financial position | Net amount | |
| $m | $m | $m | |
Derivative assets | 361.3 | (8.4) | 352.9 |
Derivative liabilities | (9.9) | 8.4 | (1.5) |
| Related amounts | |||
| Amount recognised | not set off in the | ||
| in the statement of | statement of | ||
| financial position | financial position | Net amount | |
| $m | $m | $m | |
Derivative assets | 33.0 | (23.0) | 10.0 |
Derivative liabilities | (151.5) | 23.0 | (128.5) |
| Amounts owed by | Amounts owed to | |||
| Sales to related | Purchases from | related parties at | related parties at | |
| parties | related parties | 31 December | 31 December 1 | |
| $m | $m | $m | $m | |
2024 | 305.6 | 2.0 | 111.6 | 210.9 |
2025 | 1,039.0 | 15.9 | 130.1 | 100.6 |
211ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
32. Related-party transactions continued
| % equity interest at 31 December | |||||
Registered office | Registered number | Country of incorporation | 2025 | 2024 | |
Ithaca Energy (E&P) Limited | 1 | 126983 | Jersey | 100% | 100% |
Ithaca Energy (UK) Limited | 2 | SC272009 | Scotland | 100% | 100% |
Ithaca Minerals (North Sea) Limited⁸ | 2 | SC274666 | Scotland | 100% | 100% |
Ithaca Energy (Holdings) Limited | 3 | 46504 | Bermuda | 100% | 100% |
Ithaca Energy Holdings (UK) Limited⁸ | 2 | SC437615 | Scotland | 100% | 100% |
Ithaca Energy (North Sea) PLC | 2 | SC595124 | Scotland | 100% | 100% |
Ithaca Oil and Gas Limited | 4 | 01546623 | England and Wales | 100% | 100% |
Ithaca Petroleum Limited⁸ | 4 | 05223667 | England and Wales | 100% | 100% |
Ithaca Causeway Limited | 4 | 06167799 | England and Wales | 100% | 100% |
Ithaca Gamma Limited⁸ | 4 | 05929104 | England and Wales | 100% | 100% |
Ithaca Alpha (NI) Limited⁸ | 5 | NI073431 | Northern Ireland | 100% | 100% |
Ithaca Epsilon Limited⁸ | 4 | 05979869 | England and Wales | 100% | 100% |
Ithaca Exploration Limited⁸ | 4 | 05914627 | England and Wales | 100% | 100% |
Ithaca Dorset Limited | 4 | 01135213 | England and Wales | 100% | 100% |
Ithaca SP UK Limited | 4 | 02586927 | England and Wales | 100% | 100% |
Ithaca GSA Holdings Limited | 1 | 111751 | Jersey | 100% | 100% |
Ithaca GSA Limited | 1 | 109212 | Jersey | 100% | 100% |
Ithaca Energy Developments UK Limited⁸ | 4 | 07105041 | England and Wales | 100% | 100% |
FPF-1 Limited | 6 | 103593 | Jersey | 100% | 100% |
Ithaca MA Limited | 4 | 03947050 | England and Wales | 100% | 100% |
Ithaca SP Bonds PLC⁸ | 4 | 11029537 | England and Wales | 100% | 100% |
Ithaca SP Finance Limited | 4 | 09102885 | England and Wales | 100% | 100% |
Ithaca SP (Holdings) Limited | 4 | 09102478 | England and Wales | 100% | 100% |
Ithaca SP E&P Limited | 4 | 01504603 | England and Wales | 100% | 100% |
Ithaca SP O&G Limited | 4 | 09858988 | England and Wales | 100% | 100% |
Ithaca SPE Limited | 4 | 09103084 | England and Wales | 100% | 100% |
Ithaca Zeta Limited | 4 | 08860426 | England and Wales | 100% | 100% |
Ithaca EF Limited | 4 | 03772746 | England and Wales | 100% | 100% |
Ithaca UKCS Limited | 4 | 01019748 | England and Wales | 100% | 100% |
Ithaca (NE) E&P Limited | 4 | 01483021 | England and Wales | 100% | 100% |
Ithaca (NE) UKCS Limited | 4 | 03386464 | England and Wales | 100% | 100% |
Ithaca J E&P Limited (formerly JAPEX UK E&P LIMITED) | 4 | 08946587 | England and Wales | 100% | – |
Notes to the consolidated financial statements continued
212ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
32. Related party transactions continued
| 2025 | 2024 | |
| Key management personnel | $m | $m |
Salaries and short-term employee benefits | 6.3 | 5.9 |
Payments made in lieu of pension contributions | 0.3 | 0.3 |
Company pension contributions | 0.2 | 0.1 |
Compensation for loss of office | – | 0.2 |
Share-based payment | 2.3 | 1.6 |
9.1 | 8.1 |
33. Share-based payments continued
Long-Term Incentive Plans (LTIPs), Restricted Stock Units (RSUs) and Deferred Bonus Shares (DBSs)
Outstanding share options under LTIPs, RSUs and DBSs were as follows:
| Heritage | At-IPO | 2022 | LTIP | 2024 | LTIP | RSU and | 2025 | LTIP | ||
| awards | awards | awards | awards | DBS awards | awards | Total | ||||
Balance at 1 January 2024 | 828,935 | 4,280,684 | 2,560,537 | – | – | – | 7,670,156 | |||
Granted during the year | – | – | – | 3,589,590 | 542,394 | – | 4,131,984 | |||
Awarded during the year in lieu of dividend payments | 76,000 | 1,454,497 | – | 532,474 | 91,641 | – | 2,154,612 | |||
Forfeited during the year | – | (293,867) | (249,919) | – | – | – | (543,786) | |||
Exercised during the year | (885,959) | (974,153) | – | – | – | – | (1,860,112) | |||
Balance at 31 December 2024 | ||||||||||
and I January 2025 | 18,976 | 4,467,161 | 2,310,618 | 4,122,064 | 634,035 | – | 11,552,854 | |||
Granted during the year | – | – | – | – | 391,963 | 2,276,380 | 2,668,343 | |||
Awarded during the year in lieu of dividend payments | – | 318,694 | – | (532,474) | 79,398 | – | (134,382) | |||
Forfeited during the year | – | (106,279) | (368,941) | (149,531) | – | – | (624,751) | |||
Exercised during the year | (18,976) | (3,048,094) | – | – | (126,336) | – | (3,193,406) | |||
Balance at 31 December 2025 | – | 1,631,482 | 1,941,677 | 3,440,059 | 979,060 | 2,276,380 | 10,268,658 | |||
Exercisable at 31 December 2025 | – | 1,631,482 | – | – | – | – | 1,631,482 | |||
| Share option | ||||||||||
exercise price | £nil | £nil | £nil | £nil | £nil | £nil | N/A | |||
| Weighted average | ||||||||||
| share price on date | ||||||||||
of exercise | £1.23 | £1.87 | N/A | N/A | £2.28 | N/A | N/A | |||
| Weighted average | ||||||||||
remaining life | N/A | N/A | 0.3 years | 1.6 years | 1.8 years | 2.3 years | N/A |
213ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
33. Share-based payments continued
| 2025 | 2024 | |
| $m | $m | |
| First 2025 interim dividend of $0.1010 (2024: $0.0986) per ordinary share | ||
announced 20 August 2025 and paid 11 September 2025 | 166.4 | 99.4 |
| Second 2025 dividend of $0.0804 (2024: $0.1209) per ordinary share | ||
announced 19 November 2025 and paid 18 December 2025 | 132.0 | 199.7 |
Total dividends paid relating to the year ended 31 December 1 | 298.4 | 299.1 |
| Third 2025 interim dividend of $0.1209 (2024: $0.1209) per ordinary share | ||
| announced 18 March 2026 and payable on 16 April 2026 (not accrued in the 2025 | ||
results) 1 | 200.0 | 199.3 |
Total dividends paid or payable relating to year ended 31 December | 498.4 | 498.4 |
Notes to the consolidated financial statements continued
214ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Notes to the consolidated financial statements continued
Note
2025
$m
2024
Restated
1
$m
Assets
Current assets
Cash and cash equivalents 21.7 0.3
Prepayments 0.8 1.0
22.5 1.3
Non-current assets
Investments in subsidiary undertakings
3 2,290.3 2,290.3
Investments in listed oil and gas shares 49.0 –
Total assets 2,361.8 2,291.6
Liabilities and equity
Current liabilities
Deferred consideration
4 – (160.2)
Trade and other payables
4 (102.1) (37.3)
(102.1) (197.6)
Non-current liabilities
Deferred consideration
4 – (44.2)
Total liabilities (102.1) (241.8)
Net assets 2,259.7 2,049.8
Approved on behalf of the Board on 17 March 2026 :
Iain C S Lewis
Director
Company number: 12263719
Note
2025
$m
2024
Restated
1
$m
Shareholders’ equity
Share capital
5 20.0 20.0
Share premium
5 308.8 308.8
Merger reserve
5 852.8 852.8
Capital contribution reserve
5 181.9 181.9
Own shares
5 (4.7) (9.6)
Share-based payment reserve
5 21.3 18.8
Fair value through OCI reserve 10.7 –
Retained earnings
2
868.9 677.1
Total equity 2,259.7 2,049.8
1 The excess over the nominal value of the shares issued on the completion of the Eni UK business combination on 3 October 2024 of $852.8
million has been reclassified from share premium to merger reserve (see note 1 for further details).
2 The Company reported a profit of $689.5 million (2024: $405.5 million) for the year ended 31 December 2025.
Company statement of financial position
As at 31 December
215ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview Financial statements
Share
capital
$m
Share
premium
$m
Merger
reserve
$m
Capital
contribution
reserve
$m
Own shares
$m
Share-based
payment reserve
$m
Fair value through
OCI reserve
$m
Retained earnings
$m
Total
$m
Balance at 1 January 2024 11.5 308.8 – 181.9 (12.4) 15.5 – 704.3 1,209.6
Dividends paid – – – – – – – (432.7) (432.7)
Issuance of shares 8.5 852.8 – – – – – – 861.3
Profit for the year – – – – – – – 405.5 405 .5
Share-based payments – – – – 2.8 3.3 – – 6.1
Balance at 31 December 2024 as previously stated 20.0 1,161.6 – 181.9 (9.6) 18.8 – 677.1 2,049.8
Reclassification
1
– (852.8) 852.8 – – – – – –
Balance at 31 December 2024 and 1 January 2025 as restated 20.0 308.8 852.8 181.9 (9.6) 18.8 – 677.1 2,049.8
Dividends paid – – – – – – – (497.7) (497.7)
Share-based payments – – – – 4.9 2.5 – – 7.4
Comprehensive income for the year:
Profit for the year – – – – – – – 689.5 6 8 9. 5
Other comprehensive income – – – – – – 10.7 – 10.7
Total comprehensive income for the year – – – – – – 10.7 689.5 700.2
Balance at 31 December 2025
1 The excess over the nominal value of the shares issued on the completion of the Eni UK business combination on 3 October 2024 of $852.8 million has been reclassified from share premium to merger reserve (see note 1 for further details).
Company statement of changes in equity
Year ended 31 December
216ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
1. Material accounting policies
Basis of preparation
The separate financial statements of the Company are presented as required by the Companies Act 2006. The
financial statements have been prepared on a historical cost basis and on a going concern basis as described in the going
concern statement within note 3 of the consolidated financial statements.
The Company meets the definition of a qualifying entity under Financial Reporting Standard 101 (FRS 101) 'Reduced
Disclosure Framework' issued by the Financial Reporting Council. These financial statements have, therefore, been
prepared in accordance with FRS 101.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under this standard
in relation to share-based payments, financial instruments, capital management, presentation of a cash flow statement
and certain related-party transactions.
Where relevant, equivalent disclosures have been given in the consolidated financial statements. Where applicable, the
principal accounting policies adopted are the same as those set out in note 3 to the consolidated financial statements on
pages 175 to 185, except as noted below.
Prior period reclassification
The excess of the fair value over the nominal value of the shares issued on the completion of the Eni UK business
combination on 3 October 2024 was classified incorrectly to share premium and has been reclassified to merger
reserve in order to comply with Section 612 of the Companies Act 2006. Details of amounts as previously stated, prior
period reclassifications and amounts as restated were:
Statement of financial position as at 31 December 2024:
As previously
stated
Prior period
reclassification As restated
Share premium ($m) 1,161.6 (852.8) 308.8
Merger reserve ($m) – 852.8 852.8
Investments
Investments in subsidiaries are shown at cost less provision for impairment.
Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in
the period in which the dividends are approved by the Company’s shareholders. Dividends receivable from subsidiaries
are recognised only when they are approved by shareholders. Details of dividends paid and declared are set out in note
34 of the consolidated financial statements.
1. Material accounting policies continued
New and revised IFRS Standards in issue but not yet effective
As at 31 December 2025, the Company had not applied the following new Standards or revisions to existing IFRS
Standards, that have been issued but were not yet effective at that date.
Amendments to the SASB standards Amendments to the SASB standards to enhance their international
applicability
Revised IFRS Practice Statement 1 Revised IFRS Practice Statement 1 Management Commentary
Management Commentary
Amendments to IFRS 9 and IFRS 7 Amendments to the classification and measurement of financial instruments
Amendments to IFRS 9 and IFRS 7 Contracts referencing nature-dependent electricity
Annual improvements to IFRS Annual improvements to IFRS Accounting Standards – volume 11
IFRS 18 Presentation and disclosures in financial statements
IFRS 19 Subsidiaries without public accountability: disclosures
Amendments to IFRS 19 Amendments to IFRS 19 Subsidiaries without public accountability:
disclosures
Translation to a Hyperinflationary Amendments to IAS 21
Presentation Currency
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with generally accepted accounting principles requires the use
of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial
statements and the reported amount of expenses during the reporting period. Although these estimates are based on
management’s best knowledge, actual results may ultimately differ from those estimates. The estimates and underlying
assumptions are reviewed on a regular and 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 revision and future periods
if the revision affects both current and future periods. In the current and prior year there were no critical accounting
judgements or key sources of estimation uncertainty.
2. Profit for the year
As permitted by section 408 of the Companies Act 2006, the Company has elected not to present its own statement
of profit or loss for the year. The Company reported a profit of $689.5 million (2024: $405.5 million) for the year ended
31 December 2025.
Fees payable to the Company’s auditors for the audit of the Company’s annual financial statements are disclosed in note 7 to
the consolidated financial statements.
Notes to the Company financial statements
217ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
3. Investments in subsidiary undertakings
2025
$m
2024
$m
Balance at 1 January 2,290.3 1,224.6
Additions (see note 17 to the consolidated financial statements) – 1,065.7
Balance at 31 December 2,290.3 2,290.3
The carrying value of investments in subsidiary undertakings is reviewed for indicators of impairment on an annual
basis. If an impairment test is required, the recoverable amount is the higher of fair value less cost of disposal or the net
present value of future cash flows which are estimated based on the continued use of the assets in the business. The
market capitalisation of the Group at 31 December 2025 was $3.69 billion (2024: $2.29 billion) which is in excess of
the carrying value of investments in subsidiary undertakings, and therefore no indicators of impairment are considered
to exist.
The subsidiaries of Ithaca Energy plc are set out in note 32 of the consolidated financial statements.
During the year ended 31 December 2025, the Company received $710 million of dividends from subsidiary undertakings
(2024: $435 million) comprising cash dividends of $500 million and dividends in specie of $210 million in relation to the
hive-down described below.
On 20 January 2025, Ithaca Energy plc sold the investments held in Ithaca NE (E&P) Limited and Ithaca EF Limited
(the additions to investments in subsidiary undertakings in the year to 31 December 2024 in the table above) to Ithaca
Energy (E&P) Limited in a share for share exchange using book values, whereby the investment held in Ithaca Energy
(E&P) Limited was increased by $1,066 million.
4. Trade and other payables
2025
$m
2024
$m
Amounts owed to subsidiary undertakings (100.0) (34.4)
Trade and other payables (0.1) (0.3)
Accruals (2.0) (2.6)
(102.1) (37.3)
Amounts owed to subsidiary are repayable on demand and do not bear interest.
Deferred consideration of $nil (2024: $204.4 million) is payable in relation to the Eni UK business combination.
The deferred consideration at 31 December 2024 was hived down to a subsidiary undertaking during the year.
5. Share capital and reserves
(a) Issued share capital
The issued share capital is as follows:
Number of
common shares
Amount
$m
At 31 December 2024 and 31 December 2025 1,653,732,455 20.0
On 3 October 2024, 639,360,174 ordinary shares of £0.01 each were issued to Eni UK Limited, an indirect wholly-
owned subsidiary of Eni S.p.A., as consideration for the Eni UK business combination (see note 17 for further details).
(b) Share premium
2025
$m
2024
Restated
1
$m
At 1 January and 31 December 308.8 308.8
The share premium account represents the cumulative difference between the market share price and the nominal
share value on the issuance of new ordinary shares multiplied by the number of shares issued.
(c) Merger reserve
2025
$m
2024
Restated
1
$m
At 1 January and 31 December 852.8 852.8
1 The excess over the nominal value of the shares issued on the completion of the Eni UK business combination on 3 October 2024 of $852.8
million has been reclassified from share premium to merger reserve.
The merger reserve represents the cumulative difference between the market share price and the nominal share value
on the issuance of new ordinary shares used to fund acquisitions multiplied by the number of shares issued.
Additions during 2024 represent the difference between the nominal value per share of £0.01 and the opening share
price on the day of the completion of the Eni business combination multiplied by the number of shares issued.
(d) Capital contribution reserve
2025
$m
2024
$m
At 1 January and 31 December 181.9 181.9
Notes to the Company financial statements continued
218ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
5. Share capital and reserves continued
(e) Own shares
2025
$m
2024
$m
At 31 December (4.7) (9.6)
Own shares comprise shares held in the Ithaca Energy plc EBT which are being used to satisfy the exercise of employee
share options. During the year to 31 December 2025, 3,193,406 (2024: 1,860,112) ordinary shares were used to
satisfy the exercise of share options. At 31 December 2025, the EBT held 3,132,512 (2024: 6,325,918) ordinary shares
of £0.01 each.
(f) Share-based payment reserve
2025
$m
2024
$m
At 31 December 21.3 18.8
The share-based payment reserve represents the cumulative charge for share options, as described in note 33, less the
cumulative cost of share option exercises.
Details of share-based payments are set out in note 33 of the consolidated financial statements.
The Company has taken advantage of the exemption given by Paragraph 8 of FRS 101, which allows exemption from
disclosure of compensation for key management personnel.
6. Related-party transactions
Deferred consideration of $nil (2024: $204.4 million) per note 4 was a related party amount due to Eni S.p.A. group at
31 December 2024. Other than this there were no other related-party transactions between the Company and Eni S.p.A.
during the year to 31 December 2025 or the period 3 October 2024 to 31 December 2024. There were no related-party
transactions between the Company and Delek Group Limited in either the year ended 31 December 2025 or the year ended
31 December 2024.
7. Ultimate Parent undertaking and controlling party
The immediate Parent undertaking is DKL Energy Limited (incorporated in Jersey) which owns 50.5% (2024: 52.2%)
of the issued share capital of Ithaca Energy plc. The registered office address of DKL Energy Limited is 47 Esplanade,
St Helier, Jersey, JE1 0BD.
The ultimate Parent Company is Delek Group Limited (incorporated in Israel), an independent E&P Company listed on
the Tel Aviv Stock Exchange.
The smallest and largest group for which consolidated financial statements are prepared is that of Ithaca Energy plc.
Notes to the Company financial statements continued
219ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Non-GAAP measures
The Group uses certain performance metrics that are not specifically defined under United Kingdom adopted
International Financial Reporting Standards or other generally accepted accounting principles. These measures are
considered to be important as they track both operational and financial performance and are used to manage the
business and to provide an objective comparison to Ithaca Energy’s peer group. These non-GAAP measures which are
presented in the Annual Report and Accounts are defined below.
Adjusted EBITDAX: earnings before finance income, finance costs, taxation charges, premium payments on oil and
gas derivative contracts, revaluation gains or losses on financial instruments, depletion depreciation and amortisation,
impairment charges on oil and gas assets, exploration and evaluation expenditure, fair value remeasurements of
contingent consideration, restructuring costs and business combination costs. The Group believes that adjusted
EBITDAX is a useful measure for stakeholders because it is a measure closely tracked by management to evaluate
the Group’s operating performance and to make financial, strategic and operating decisions and because it may help
stakeholders to better understand and evaluate, in the same manner as management, the underlying trends in the
Group’s operational performance on a comparable basis, period-on-period. Adjusted EBITDAX is reconciled to (loss)/
profit after tax as follows:
2025
$m
2024
$m
(Loss)/profit after tax (84.1) 153.1
Taxation charge (note 28) 924.4 181.2
Depletion, depreciation and amortisation (note 15) 840.6 600.2
Impairment charges on oil and gas assets (note 19) 77.5 263.0
Finance income (note 9) (9.8) (11.2)
Finance costs (note 9) 264.6 200.6
Premium payments on oil and gas derivative contracts (note 5) 0.3 4.9
Revaluation gains on financial instruments (note 30) (15.9) (0.4)
Restructuring costs 8.0 –
Business combination costs (note 7) 0.3 16.3
Exploration and evaluation expenses (note 14) 2.1 24.6
Fair value remeasurements of contingent consideration (note 8) 22.8 (27.3)
Adjusted EBITDAX 2,030.8 1,405.0
Alternative Performance Measures
Adjusted net income: (loss)/profit after tax excluding impairment charges on oil and gas assets, restructuring costs,
business combination costs, one-off finance charges related to refinancing and the tax effects of these items where
applicable and non-cash deferred tax charges on changes in EPL. Adjusted net income, which is presented as it
eliminates items which distort year-on-year comparisons, is reconciled to (loss)/profit after tax as follows:
2025
$m
2024
$m
(Loss)/profit after tax (84.1) 153.1
Impairment charges on oil and gas assets
1
77.5 263.0
Tax credit on impairment charges on oil and gas assets
1
(33.6) (160.3)
Restructuring costs 8.0 –
Business combination costs 0.3 16.3
One-off finance charges related to refinancing – 22.0
Tax credit on restructuring costs, business combination costs and one-off finance
charges (6.5) (28.6)
Deferred tax impact of EPL changes substantively enacted during the year 327.6 58.1
Adjusted net income 289.2 323.6
1. Post-tax impairment charges of $43.9 million (2024: $102.7 million) comprising $1.8 million related to Alder (2024: $38.5 million in relation
to the Greater Stella Area and Pierce) and $42.1 million (2024: $64.2 million) principally in relation to decommissioning cost estimate
changes on fields that have either been fully written off or have ceased production.
Adjusted earnings per share (EPS): Adjusted net income divided by average shares for the year of 1,648.8 million
(2024: 1,164.3 million):
2025 2024
Adjusted EPS (cents) 17.5 27.8
Adjusted net debt: consists of amounts outstanding under RBL facility, senior unsecured loan notes and project capital
expenditure facility less cash and cash equivalents and excludes intragroup debt arrangements or liabilities represented
by letters of credit and surety bonds. Adjusted net debt, which excludes accrued interest on borrowings, lease liabilities
and unamortised fees, comprises:
2025
$m
2024
$m
RBL drawn facility – (150.0)
Senior unsecured notes 2029 (750.0) (750.0)
Senior unsecured notes 2031 (528.3) –
Project capital expenditure facility (150.0) (150.0)
Cash and cash equivalents 170.1 165.1
Adjusted net debt (1,258.2) (884.9)
220ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Pro forma leverage ratio: adjusted net debt at the end of the year divided by adjusted EBITDAX for the year then
ended, including $34.7 million and $185.7 million of pre-acquisition adjusted EBITDAX from JAPEX UK and Cygnus,
respectively (2024: $580.3 million of adjusted EBITDAX generated by the Eni UK businesses from 1 January 2024
to 2 October 2024). The pro forma leverage ratio is considered to be an important measure as it is indicative of the
borrowing potential of the Group. The calculations are as follows:
2025 2024
Adjusted net debt ($m) 1,258.2 884.9
Pro forma adjusted EBITDAX ($m) 2,251.2 1,985.3
Pro forma leverage ratio 0.56x 0.45x
Available liquidity: the sum of cash and cash equivalents on the balance sheet and the undrawn amounts available to
the Group using existing approved third-party facilities, excluding letters of credit. Available liquidity is regarded as a key
measure as it is indicative of the financial capacity of the Group. Available liquidity comprises:
2025
$m
2024
$m
Cash and cash equivalents 170.1 165.1
Undrawn borrowing facilities 1,300.0 850.0
Available liquidity 1,470.1 1,015.1
Group free cash flow: net cash flow from operating activities less cash used in investing activities, adjusting for
acquisition payments, deferred consideration payments and cash acquired through business combinations, less bank
interest and charges and interest rate swaps. This measure is considered a useful indicator of the Group’s ability to make
strategic investments, repay the Group’s debt and meet other payment obligations. Group free cash flow reconciles to
net cash flow from operating activities as follows:
2025
$m
2024
$m
Net cash flow from operating activities 1,745.3 853.3
Net cash used in investing activities, excluding the cost of acquisitions, deferred
consideration payments and cash acquired through business combinations (924.2) (390.9)
Cash acquired through business combinations (16.1) (107.5)
Bank interest and charges (121.7) (94.7)
Interest rate swaps – 0.6
Group free cash flow 683.3 260.8
Unit operating expenditure: operating costs (excluding over/underlift) including tariff expense but excluding
restructuring costs, tanker costs and net of tariff income, divided by net production for the year. This measure is
considered a useful indicator of ongoing operating costs and is also used to compare performance between assets.
Operating costs for this calculation reconcile to note 6 as follows:
2025 2024
Operating costs of hydrocarbon activities per note 6 ($m) 871.6 617.9
Less restructuring costs ($m) (4.5) –
Less tanker costs included within operating costs of hydrocarbon activities in
note 6 ($m) (19.6) (18.3)
Less tariff income per note 5 ($m) (30.2) (30.0)
Operating costs used to calculate unit operating expenditure ($m) 817.3 569.6
Production (mmboe) 43.26 25.42
Unit operating expenditure ($/boe) 18.9 22.4
Other key performance indicators
DDA rate per barrel: depletion, depreciation and amortisation charge for the year divided by net production for the
year. DDA per barrel was:
2025 2024
Depletion, depreciation and amortisation per note 15 ($m) 840.6 600.2
Production (mmboe) 43.26 25.42
DDA ($/boe) 19.4 23.6
Production: total hydrocarbons produced related to Ithaca Energy’s equity in operated and non-operated fields divided
by the number of days in the year. Production in 2025 was 119 kboe/d (2024: 80 kboe/d). In 2024, this included the
volumes from the Eni UK businesses from the effective economic date of 1 July 2024. It should be noted that the
volumes used in the per barrel calculations for 2024 above include volumes from the Eni UK businesses from the date
of completion of 3 October 2024 as the associated costs were recorded from that date.
Pro forma production for 2025 of 131 kboe/d is based on total production of 47.68 mmboe including pre-acquisition
volumes of 0.86 mmboe and 3.56 mmboe for Seagull and Cygnus respectively. Pro forma volumes for 2025, being
our incremental working interests for the whole year, for Seagull and Cygnus were 1.55 mmboe and 4.76 mmboe
respectively, equating to 17 kboe/d.
Tier 1 and 2 process safety events: process safety incidents as defined by API 465 Process Safety-Recommended
Practice On Key Performance Indicators. There were no Tier 1 or 2 process safety events recorded in 2025 (2024: 0).
Serious injury and fatality frequency: the number of serious injuries resulting in permanent impairment, as defined by
IOGP, per million hours worked. There were no such incidents in 2025 (2024: 0).
Notes to the Company financial statements continued
221ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Five years at a glance
Statement of profit or loss 2025 2024 2023 2022 2021
Revenue ($m) 2,946.5 1,981.8 2,319.8 2,598.5 1,428.2
Adjusted EBITDAX ($m) 2,030.8 1,405.0 1,722.7 1,916.2 1,035.4
Adjusted earnings ($m) 289.2 323.6 446.5 462.8 415.5
Unit operating expenditure ($/boe) 18.9 22.4 20.5 19.0 18.0
Basic EPS (Cents) (5.1) 13.2 29.1 102.6 42.4
Adjusted EPS (Cents) 17.5 27.8 44.4 46.0 41.3
Statement of financial position
Total assets ($m) 8,447.0 8,275.0 6,323.5 6,759.6 4,731.8
Total liabilities ($m) (5,875.2) (5,234.6) (3,802.2) (4,302.1) (4,055.3)
Shareholders’ equity ($m) 2,571.8 3,040.4 2,521.3 2,457.5 676.5
Shares in issue at year end (m) 1,653.7 1,653.7 1,014.4 1,006.6 N/A
Market capitalisation at year end ($m) 3,689.5 2,294.2 1,714.6 2,050.7 N/A
Cash flow
Net cash flow from operating activities ($m) 1,745.3 853.3 1,290.8 1,723.3 912.7
Investing activities ($m) (1,451.6) (390.9) (492.4) (1,404.2) (220.2)
Financing activities ($m) (292.2) (449.5) (900.7) (107.4) (650.7)
Foreign exchange ($m) 3.5 (1.0) 1.7 (2.7) 1.8
Increase/(decrease) in cash ($m) 5.0 11.9 (100.6) 209.0 43.6
Other financial measures
Adjusted net debt ($m) (1,258.2) (884.9) (571.8) (971.2) (930.2)
Available liquidity ($m) 1,470.1 1,015.1 1,028.2 578.8 619.8
Pro forma leverage ratio 0.56x 0.45x 0.33x 0.51x 0.90x
Operational/strategic measures
Average daily production (kboe/d) 119 80 70 71 56
Reserves and resources (mmboe) 658 657 544 512 291
Tier 1 and tier 2 process safety events 0 0 1 2 2
Serious injury and fatality frequency 0 0 0 0 0
Scope 1 and Scope 2 emissions (ktCO
2
e) 437.5 448.2 435.8 483.3 497.9
GHG intensity (kgCO
2
e/boe) 17.2 23.9 25.0 23.8 24.6
222ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Glossary
AFE
Authorisation for expenditure
AGM
Annual General Meeting
APS
Announced Pledged Scenario
Bbl
Barrel
BBtu/d
Billion British thermal units per day
Bcf
Billion cubic feet
BLP
Bridge Linked Platform
BMS
Business Management System
boe
Barrels of oil equivalent
boe/d
Barrels of oil equivalent per day
BRINDEX
The Association of British Independent
Oil Exploration Companies
CAGR
Compound annual growth rate
CEO
Chief Executive Officer
CFO
Chief Financial Officer
CFFO
Cash flow from operations
CGU
Cash-generating unit
CMAPP
Company Major Accident Prevention Policy
CMS
Company Management System
CO
2
e
Carbon dioxide equivalent
COP
Cessation of production
CPI
Consumer prices index
CPRs
Competent Person Reports
DBS
Deferred bonus shares
DD&A
Depreciation, depletion and amortisation
DE&I
Diversity, equity and inclusion
Delek
Delek Group Limited
DESZN
Department for Energy Security and Net Zero
DTA
Deferred tax asset
E&E
Exploration and evaluation
E&P
Exploration and production
EBITDAX
Earnings before interest, tax, depreciation,
amortisation and exploration expenditure
ECL
Expected credit losses
ED
Executive Director
EIA
Environmental Impact Assessment
EIR
Effective interest rate
EIS
Environmental Impact Statement
ELT
Executive Leadership Team
EMS
Environmental Management System
EOR
Enhanced Oil Recovery
EPCC
Engineering, procurement, construction
and commissioning
EPL
Energy Profits Levy
EPS
Earnings per share
ERM
Enterprise risk management
ERMC
Enterprise risk management committee
ERRV
Emergency response and rescue vehicle
ESG
Environmental, social and governance
FCA
Financial Conduct Authority
FDP
Field development plan
FEED
Front end engineering and design
FID
Final Investment Decision
FPSO
Floating production, storage and offtake
FRC
Financial Reporting Council
FSMA
Financial Services and Markets Act
FTSE
Financial Times Stock Exchange
FVLCD
Fair value less cost of disposal
FVTOCI
Fair value through other comprehensive income
FVTPL
Fair value through profit or loss
FX
Foreign exchange
FY
Full year
GBA
Greater Britannia Area
GBP
Pounds Sterling
GHG
Greenhouse gas
GSA
Greater Stella Area
HiPo
High potential incident
HiPoR
High Potential Incident Rate
HMRC
HM Revenue and Customs
HSES
Health, safety, environment and security
IAS
International Accounting Standards
IASB
International Accounting Standards Board
ICP
Independent Competent Person
IEA
International Energy Agency
IFRIC
IFRS Interpretations Committee
IFRS
International Financial Reporting Standards
IOGP
International Association of
Oil and Gas Producers
IPIECA
International Petroleum Industry Environmental
Conservation Association
IPO
Initial Public Offering
IRR
Internal rate of return
ISAs (UK)
International Standards on Auditing (UK)
JEF
Judy East Flank
JOA
Joint Operating Agreement
JV
Joint venture
Kboe/d
Thousand barrels of oil equivalent per day
kgCO
2
e
Kilograms of carbon dioxide equivalent
ktCO
2
e
Thousand tonnes of carbon dioxide equivalent
KPI
Key performance indicator
LNG
Liquefied natural gas
LOD
Line of Defence
LOPC
Loss of primary containment
LSE
London Stock Exchange
LTIP
Long Term Incentive Plan
LTIR
Lost Time Injury Rate
LWDC
Lost work day cases
M&A
Mergers and acquisitions
MAH
Major Accident Hazards
223ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
mmbbls
Million barrels
mmboe
Million barrels of oil equivalent
MODU
Mobile Offshore Drilling Unit
MonArb
Montrose Arbroath
mscf
Thousand standard cubic feet
mt
Metric tonne
NBP
National Balancing Point
NDC
Nationally Determined Contributions
NED
Non-Executive Director
Netback
Profit per barrel of oil after deducting operating costs,
transportation costs and any other direct costs from revenue
NGL
Natural gas liquids
NOJV
Non-operated Joint Venture
NSTA
North Sea Transition Authority
NSTD
North Sea Transition Deal
NZE
Net Zero Emissions by 2050 Scenario
OCM
Operating Committee Meeting
OEUK
Offshore Energies UK
OPRED
Offshore Petroleum, Regulators for
Environment and Decommissioning
PPA
Purchase price allocation
PPE
Property, plant and equipment
PRT
Petroleum revenue tax
PSC
Production sharing contract
PSE
Process safety event
RBL
Reserves Based Lending
RFCT
Ring-fenced corporation tax
RSA
Restricted shares award
Scope 1
Direct emissions from operated assets
Scope 2
Indirect emissions from the generation of
purchased energy
Scope 3
All indirect emissions (not included in Scope 2)
that occur in the value chain of the Group including
both upstream and downstream emissions
SCT
Supplementary charge taxation
SDGs
UN Sustainable Development Goals
SDS
Sustainable Development Scenario
SECE
Safety and Environmental Critical Elements
SIFF
Serious Injury and Fatality Frequency
SIP
Share Incentive Plan
SLT
Senior Leadership Team
SMS
Safety Management System
SOFR
Secured Overnight Financing Rate
SPA
Sale and Purchase Agreement
STEM
Science, technology, engineering and mathematics
STEPS
Stated Policies Scenario
STROP
Single train operation
SURF
Subsea umbilicals, risers and flowlines
Tcf
Trillion cubic feet
TCFD
Task Force on Climate-related Financial Disclosures
TCM
Technical Committee Meeting
te
Tonnes
Therm
A unit for quantity of heat equal to 100,000 UK thermal units.
One therm is approximately 100 cubic feet of natural gas
TRIR
Total Recordable Injury Rate
TSR
Total shareholder return
UKCS
United Kingdom Continental Shelf
UNGC
UN Global Compact
USD
US Dollar
VSA
Voluntary Service Aberdeen
WACC
Weighted average cost of capital
WI
Working Interest
WoSE
West of Shetland Electrification
WP&B
Work Programme and Budget
WPP
Well Protector Platform
2C
Best estimate of contingent resources
2P
Proven and probable reserves
Glossary continued
224ITHACA ENERGY PLC | ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance Financial statementsStrategic reportCompany overview
Ithaca Energy PLC
Registered office:
33 Cavendish Square
London
W1G 0PP
www.ithacaenergy.com
Ithaca Energy PLC
Registered office:
33 Cavendish Square
London
W1G 0PP
www.ithacaenergy.com