# Annual Report and Financial Statements **EUROPA OIL & GAS (HOLDINGS) PLC** For the 17 months ended 31 December 2025 Company registration number 05217946 FRIDAY ![img-0.jpeg](img-0.jpeg) *AF5ØTNGØ* A24 26/06/2026 #259 COMPANIES HOUSE --- # Contents ## Contents | Contents | 2 | | --- | --- | | Positioned for high-impact growth | 1 | | At a Glance | 2 | | Year in Review | 4 | | Investment Case | 6 | | Q&A with our Chief Executive Officer | 7 | | Statement from the chairman | 8 | | Our Strategy | 14 | | Operational Review | 16 | | Insights | 19 | | ESG | 21 | | Risks and uncertainties | 24 | | Directors' statement under Section 172 (1) of the Companies Act 2006 | 27 | | Stakeholder Engagement | 29 | | Governance at a glance | 30 | | Chairman's introduction to governance | 33 | | Board of directors | 42 | | Committee reports | 44 | | Remuneration Committee Report | 45 | | Nominations Committee Report | 46 | | Strategy Committee Report | 46 | | ESG Committee Report | 46 | | Risk Committee Report | 47 | | Technical Committee Report | 47 | | Directors' report | 48 | | Statement of directors' responsibilities | 50 | | Independent Auditor's Report to the members of Europa Oil & Gas (Holdings) PLC | 51 | | Consolidated statement of comprehensive income | 58 | | Consolidated statement of financial position | 59 | | Consolidated statement of changes in equity | 60 | | Company statement of financial position | 61 | | Company statement of changes in equity | 62 | | Consolidated statement of cash flows | 63 | | Company statement of cash flows | 64 | | Notes to the financial statements | 65 | --- # Positioned for high-impact growth Positioned for High Impact Growth Europa Oil & Gas (Holdings) PLC, the AIM traded West Africa, UK and Ireland focused oil and gas exploration, development and production company, announces its final results for the 17-month period ended 31 December 2025. ILX – One fully funded high impact gas exploration asset near existing infrastructure (“ILX”), a second high impact ILX opportunity with the farm-out processes underway and a UK onshore gas appraisal opportunity, all supported by existing UK production Exploration/Appraisal – Gas exploration, appraisal and development opportunities with multiple value drivers and development routes Production – Producing assets generating significant revenues with an associated work programme that will aim to drive shareholder value over the next 18 months --- # At a Glance - Responsible Custodians of Hydrocarbons Investing in domestic energy to solve a global problem Read more on page 17 Europa's objective is to participate actively in the global energy transition by being a preferred partner for the supply of hydrocarbons as this transition takes place. By being a good custodian of the hydrocarbon resource and developing assets responsibly, Europa provides a valuable resource and helps minimise the total emissions associated with consuming hydrocarbons. It is recognised that hydrocarbons play a vital role in society and that mankind is reliant on both oil and gas and shall be for the foreseeable future. However, in order to reduce emissions as much as possible the best source of hydrocarbons are the ones that are sourced as close to where they are consumed as possible, as this reduces the significant emissions associated with the transportation process. Gas in particular is seen as a transition fuel that will play a vital role in the global energy transition. The UK Government recognises that delivering a low-carbon future will be achieved by protecting infrastructure already present in the UK Continental Shelf and onshore through continued activity. It also acknowledges the need for hydrocarbons and the strategic importance of utilising existing infrastructure to reduce our emissions and improve energy security. Equally, Ireland is well positioned to utilise its existing gas infrastructure to minimise the total emissions associated with its energy consumption by targeting domestic exploration opportunities and prioritising these above higher emissions gas imports. Europa has a material gas-focused portfolio with development of the gassy Penistone Flags reservoir at Wressle, high impact gas appraisal at Cloughton and material gas exploration potential at EG-08 and FEL 4/19, all of which could potentially supply the UK and European gas markets. Delivering for our stakeholders Read more on page 23 Europa is committed to creating stakeholder value by building a balanced portfolio of exploration, appraisal and production assets with an emphasis in West Africa whilst continuing to develop our core UK assets and the high potential of Atlantic Ireland. With a focus on value and prudent utilisation of cash, we will continue to evaluate and acquire quality assets, provided that these can be acquired and developed on acceptable commercial terms and within the transition context. Experienced team Read more on pages 32-33 Europa is led by a highly experienced Board and management team with extensive knowledge of the oil and gas sector and a proven track record of project monetisation, focused on generating substantial shareholder value. --- # Our portfolio | Country | Area | Licence | Field/Prospect | Operator | Working interest | Status | Expiry | | --- | --- | --- | --- | --- | --- | --- | --- | | Equatorial Guinea | Douala Sub Basin, Gulf of Guinea | EG-08 | Arrowhead, Barracuda, Cardinal, Dentex | Antler^{1} | 17.16%^{2} | Exploration | 2028^{3} | | UK | East Midlands | DL 003 | West Firsby | Europa | 100% | Production | 2030 | | | | DL 001 | Crosby Warren | Europa | 100% | Production | 2027 | | | | PEDL180 | Wressle | Egdon | 30% | Production | 2039 | | | | PEDL182 | Broughton North | Egdon | 30% | Exploration | 2039 | | | | PEDL343 | Cloughton | Europa | 40% | Exploration | 2046^{4} | | Ireland | Slyne Basin | FEL 4/19 | Inishkea, Corrib North | Europa | 100% | Exploration | 2034^{5} | $^{1}$ Europa is a 42.9% shareholder in Antler and has one of the two seats on the Antler board of directors $^{2}$ Up to completion of the Fuhai FOA Antler holds an 80% interest in EG08, as a result Europa holds a 34.32% net interest in the licence. On completion of the Fuhai FOA Antler's interest is 40% and Europa's net interest is 17.16% $^{3}$ Initial 2-year term expiring in October 2026, followed by 2-year second term after which further extension is subject to well results and term negotiation with host government $^{4}$ Progression to next phase by March 2028 $^{5}$ Progression to next phase by Jan 2028 --- # Year in Review ## Financial Performance 17 months to 31 December 2025 versus 12 months to 31 July 2024 Revenue £3.9 million (12 months to 31 July 2024: £3.6 million) Gross profit of £0.3 million (12 months to 31 July 2024: £0.3 million) - Administrative expenses of £2.4 million (12 months to 31 July 2024: £1.9 million) representing a decrease on a pro-rata time basis Pre-tax loss of £2.7 million (12 months to 31 July 2024: £6.8 million) Net cash used in operating activities £0.2 million (12 months to 31 July 2024: £0.6 million) Cash balance at 31 December 2025: £0.3 million (31 July 2024: £1.5 million) ## Operational Highlights ### Equatorial Guinea - In December 2025, the Company, via its \(42.9\%\) stake in Antler Global Limited ("Antler"), signed a binding Farm-out Agreement ("FOA") with Fuhai (Beijing) Energy Limited ("Fuhai") under which Fuhai acquired a \(40\%\) interest in the EG-08 PSC in offshore Equatorial Guinea, subject to the relevant regulatory approvals - Fuhai will fund \(95\%\) of the Barracuda well costs (capped at $53 million) with Antler funding the remaining \(5\%\) The well targets the 893 BCF Barracuda prospect Antler remains operator - Fuhai will recover its carry (with interest on \(45\%\), capped at \(5\%\)) from production revenues; interest is waived if no commercial discovery - EG-08 holds \(\sim 2.2\) TCF prospective resources (Pmean), with Barracuda as the primary target and estimated to be 893 BCF (Pmean) with an \(80\%\) chance of success Post-deal ownership: Antler \(40\%\) (Operator), Fuhai \(40\%\), GEPetrol \(20\%\), resulting in a net attributable percentage to Europa of \(17.2\%\) - Drilling of Barracuda is expected to commence in late 2026 or early 2027 following receipt of necessary approvals ### Offshore Ireland - \(100\%\) interest in the FEL 4/19 licence containing the 1.5 TCF (Pmean) Inishkea West gas prospect, located near the Corrib gas field, enabling potential infrastructure synergies and low carbon-intensity gas supply - Attractive project economics, with an estimated post-tax NPV10 of US$2.0 billion - The Company continues to seek a farm-in partner and believes the asset could be brought online quickly due to its proximity to existing infrastructure - A successful discovery could supply over two thirds of Ireland's gas demand by 2030 Post-Period end, the Phase 1 FEL 4/19 licence term was extended to 31 January 2028, providing additional time for technical evaluation and efforts to secure a farm-in partner --- ## Onshore UK - Wressle produced an average 281 bopd (Europa's net share: 84 bopd) - Development plans include a new well targeting the Penistone Flags reservoir and a gas monetisation solution - A five-year extension to the DL003 licence at West Firsby was secured in November 2025 - The Company continues to investigate and assess options to increase returns from the UK onshore sites ## Post Reporting Period Events - Europa successfully raised a total of £4.1 million, of which £3.5 million was through the placing of new ordinary shares to institutional investors. The Company also raised further aggregate gross proceeds of £640,000 following an oversubscribed WRAP retail offer, (the "Placing") - The proceeds of the Placing will go towards financing drilling of the Barracuda prospect and provide general working capital to support working commitments on other licence interests. The Placing has further strengthened the Company's balance sheet and demonstrates the ongoing shareholder support for the business - At Cloughton in North Yorkshire planning approval to test and appraise the commerciality of the 137 BCF resource was refused by the North Yorkshire Council planning committee in May 2026, against the recommendation of the Council's own planning officers. The Company is now assessing options with a view to appealing. The application is supported by 13 studies from independent experts, and a farm-in partner is being sought ## Change of accounting reference date - Last year, Europa announced a change to its accounting reference date from 31 July to 31 December. This change aligns the Company's financial reporting period with the calendar year and allows for enhanced comparability with peer companies in the oil and gas industry. It also aligns more closely with industry standard timeframes for project work programmes and budgets. As a result, this full annual report covers the 17-month period ending 31 December 2025. In accordance with Rule 18 of the AIM Rules, therefore, the Company has prepared these final results for the 17 months to 31 December 2025. The comparative figures are presented for the 12 months ended 31 July 2024. --- # Investment Case ## Four reasons to invest 1. Balanced and diverse portfolio of producing, development, high impact appraisal, and high impact exploration assets Europa is well-placed to continue its production, development, appraisal and exploration of existing onshore and offshore UK assets, alongside the Company's projects in Equatorial Guinea and Ireland. The Company is committed to continuing to build on its asset portfolio by adding further exploration and appraisal opportunities which can drive shareholder value in the near term. 2. Near term transformational activity Over the next 12 months the Company's high impact 893BCF (Pmean) Barracuda prospect will be drilled offshore EG, with an 80% COS a successful well will drive material shareholder value. We continue progressing the farm-out process with our 1.5 TCF (Pmean) infrastructure-led exploration asset Ireland where we are seeking partners for a full carry. Concurrently we are progressing our onshore UK Cloughton gas appraisal asset to secure the necessary approval for drilling. 3. Pivotal role in the energy transition Gas will continue to play a key role in the energy transition and the main assets that are being progressed by the Company are either gas plays or gas-focused developments. EG-08, FEL 4/19 and Cloughton are all gas projects, added to this the development of Wressle is targeting the gas-rich Penistone Flags reservoir of the field. All projects are close to gas infrastructure so can be brought online relatively quickly and all will supply the UK or European gas market. Governments and environmental groups alike agree that a key step in achieving net zero goals is to increase domestic gas supply which minimises the transportation and emissions associated with importing hydrocarbons, especially now that the UK gas market is increasingly reliant on high emissions LNG. 4. Robust financial foundations with an experienced Board providing a platform to explore additional E&P opportunities With no debt, shareholders who supported the recent £4.1m equity raise and continuing profits from production which, due to past investment, continues to be shielded from the Energy Profits Levy (Windfall Tax), Europa is in a position to further develop its existing producing assets and to target value enhancing appraisal opportunities contained in our existing asset portfolio. The Board and management team at Europa have a history of successfully identifying and monetising new upstream opportunities and the Company is well placed to continue to seek and acquire further assets. Our strategic acquisition focus is on assets that can deliver material shareholder value, contribute to domestic supply and those that utilise existing infrastructure. --- # Q&A with our Chief Executive Officer # Q1: What is Europa's strategic edge? The Company benefits from a core team with deep technical and commercial expertise, yet we are of a size that is nimble and dynamic. We use our network to identify opportunities that can realise value within the financial constraints of the business which maximises value to shareholders and provides meaningful value inflection points. The strategy was epitomised by how we acquired a position in the EG-08 asset, worked up the sub-surface prospectivity and then secured investment to carry us through the drilling of the Barracuda prospect. # Q2: What makes the EG-08 farmout so exciting? The farmout provides a carry through drilling of the Barracuda prospect and represents value for all parties. This is a new country entry for Fuhai who recognise the regional experience we bring and our ability to operate the asset. Now that the drilling is funded we are looking to drill the Barracuda well as soon as possible which exposes Europa shareholders to a near-term transformational well with almost a TCF (Pmean) gas potential. Given the proximity to existing infrastructure a discovery could be rapidly brought online, generating cashflows to further develop the field and explore the other prospects defined on the block. # Q3. What are the other near-term catalysts for Europa? There are a number of other events across our other assets that have the potential to drive further value for shareholders. At Cloughton, we expect that the planning approval for the appraisal well would be granted on appeal, which will allow us to test the commerciality of the Cloughton gas field. In Ireland, we continue to seek a partner to drill the 1.5TCF Inishkea West prospect, that has the potential to provide Ireland with much needed low emission power. The development plan at Wressle is in the final stages of securing approval and once implemented will provide valuable cashflow. Finally, we continue to look for new opportunities in areas that suit our skill set. # Value creation framework Europa's strategy is designed to deliver shareholder value and as such our framework is centred on utilising our technical expertise and commercial skill set to identify, de-risk and monetise value generative and high-impact opportunities for the benefit of shareholders. We are highly disciplined when deploying the Company's capital and look to mitigate risk, ensuring that our investments provide shareholders with meaningful value propositions. --- # Statement from the chairman As we move into the next phase of Europa's development, I am pleased to reflect on a period of meaningful progress across our portfolio. Although we continue to tackle ongoing volatility in global energy markets, Europa has successfully advanced its strategic priorities, maintained disciplined capital management, and achieved key milestones that we believe will prove transformational for the Company in the years ahead. Having joined the Board of Europa Oil & Gas (Holdings) PLC during the reporting period, I would like to start by introducing myself. I joined the Board of Europa Oil & Gas (Holdings) PLC in December 2024 and assumed the role of Chairman in February 2025. As Chairman, it is my responsibility to ensure that the Board is performing its role effectively and has the capacity, ability, structure and support to enable it to continue to do so. I have been a long-term shareholder in the Company, and I am excited to lead the Board through what should be an exciting and transformational period for the Company and its shareholders. You can read more about my experience and background, as well as that of the other Board members, on pages 32 and 33. Europa successfully raised a total of £4.1 million, of which £3.5 million was through a placing in March 2026, strengthening our working capital position and underpinning funding for the drilling of the Barracuda prospect and our wider licence commitments. This was complemented by an oversubscribed WRAP retail offer which raised further funds of approximately £640,000, demonstrating continued support from both existing and new shareholders for our strategy and providing us with greater financial flexibility. The resulting dilution was dictated as always by market conditions for small companies, but it did provide the basis for what may prove to be a transformational upside. Building on the anticipated momentum from our expansion into Equatorial Guinea, having now secured a strong, well financed farm-in partner to carry us through drilling, alongside ongoing developments at our UK onshore sites in Cloughton and Wressle and a further licence extension for our Irish assets, I am confident that Europa remains in a strong position to sustain its growth trajectory. I look forward to keeping shareholders informed of our progress as we move forward in 2026 and beyond. ## Equatorial Guinea We achieved a pivotal milestone in December 2025 with the signing of a formal Farm-out Agreement with Fuhai, under which Antler agreed to farm out a 40% interest in the EG-08 PSC in offshore Equatorial Guinea. This agreement represents a significant milestone for Europa and validates the quality of the asset, set to be one of the highest-profile exploration wells to be drilled in the region. Fuhai is a large and important player in China's petrochemicals market, and we are delighted to have entered an agreement with such an excellent partner that shares Europa's ambition to drill and develop the Barracuda prospect as expeditiously as possible. Their involvement is testament to the valuable potential of the well: it is estimated to hold 893 BCF (Pmean) of prospective resource with an 80% chance of success, supported by direct hydrocarbon indications on seismic data. When coupled with the wealth of exploration and development project experience held by the Europa team, it is clear to see the underlying strength of the opportunity. Fuhai will fund 95% of the total cost of the drilling of Barracuda, removing the capital burden from Europa whilst preserving material upside for shareholders with the net attributable percentage to Europa standing at 17.2%¹. Our intention is to drill Barracuda at the earliest opportunity, and we currently expect drilling to commence in late 2026 or early 2027 following necessary approvals, which we remain confident will be secured. We therefore view EG-08 as a high value, low risk opportunity that could be swiftly brought into production once appraised given its proximity to existing infrastructure. We believe a successful result at Barracuda would be genuinely transformational for the Company. In the lead-up to the Farm-out Agreement, the EG-08 licence also benefitted from a 12-month Phase 1 extension, as announced in October 2025, which provided the necessary runway to complete commercial negotiations and ensure the pathway to drilling remains firmly intact. --- # Offshore Ireland In offshore Ireland, Europa holds a 100% interest in the FEL 4/19 licence, containing the large Inishkea West gas prospect, which has an estimated Pmean prospective resource of 1.5 TCF and a post-tax NPV10 of US$2.0 billion. The prospect offers a compelling combination of scale, low-carbon credentials, with a carbon intensity of just 2.8 kg CO₂/boe versus 36 kg CO₂/boe for UK-imported gas, and proximity to the producing Corrib gas field infrastructure. The prospect also has the potential to play a key role in the transition to renewable power, as a source of low emission energy for Ireland, reducing their reliance on imported gas. Europa continues to actively market Inishkea West to potential farm-in partners, and the Irish government's increasing focus on domestic energy security continues to provide a constructive backdrop for this asset. Post period-end, the Irish Government's Department of Climate, Energy and the Environment approved the extension of the FEL 4/19 Licence to 31 January 2028, which will enable further technical studies of the licence to be completed and provides us with additional time to secure an appropriate partner. # Onshore UK Our onshore UK portfolio continues to deliver steady operational progress across each of our producing and development assets and underpins our efforts to advance the development of our other high-potential assets. We also see significant opportunities for growth in our onshore UK assets, with the current macroeconomic climate emphasising the importance of reliable, domestic energy supplies. After the currently scheduled end of the Energy Profits Levy, or windfall tax, in early 2030, the replacement Oil & Gas Price Mechanism (OGPM) will reduce the headline tax rate on profits for UK producers to 40%, down from 78%. The OGPM regime will tax actual revenues in excess of certain thresholds, currently $90 per barrel for oil and 90 pence per therm for gas, at 35%. We believe this could increase the attractiveness of our onshore UK assets. At Wressle, our most significant producing asset, gross production averaged 281 barrels of oil per day ("bopd") throughout the 17-month period, with Europa's net share equating to 84 bopd. The Wressle development plan is advancing to deliver the next phase of growth, including a development well to target the Penistone Flags reservoir, as well as a gas monetisation solution. Planning application for the Penistone Flags reservoir is set to be determined by North Lincolnshire's Council after the operator has submitted an environmental statement (ES) to support the application. The ES will focus upon the use of a non-renewable resource and climate change impacts, socio economic matters and cumulative effects, and is expected to be submitted in Q2 2026. A further important milestone for our UK onshore business came in November 2025 with the announcement of a five-year extension to the DL003 licence, which holds the Company's West Firsby asset. This extension provides operational continuity and the long-term framework within which to optimise and maximise the value of this producing field. At Cloughton, our 40%-owned gas appraisal opportunity in North Yorkshire, the planning application for appraisal drilling was rejected by the Planning Committee of North Yorkshire Council in May 2026. The rejection was despite 13 independent reports that all supported the planning application confirming that the selected pad location is well-suited for the appraisal well and the potential development of the 137 BCF gas-in-place resource. The Company is currently reviewing its options. We have opened a data room for Cloughton and are actively seeking a farm-in partner to fund the appraisal of the Cloughton gas discovery. The potential to unlock considerable value from a successful appraisal is substantial, and with the assistance of the newly stated OGPM, will further enhance Cloughton's attractiveness to prospective partners. # Board The period saw important changes to the composition of the Board. In December 2024, I was appointed to the Board as Non-Executive Director, before becoming Non-Executive Chairman two months later. I have long held the view that Europa has considerable underlying potential and have continued to grow my equity stake in the business over the past year, reinforcing my alignment with shareholders and support for the Company's strategy. Now well-established in that role, I remain focused on supporting the --- Europa Board and management team to deliver on our goal of delivering substantial shareholder value through our strong portfolio of producing, appraisal and exploration assets. To ensure the correct balance of independence on the Board, Alastair Stuart stepped down from the Board in December 2024 but has continued in his role as Chief Operating Officer, providing valuable guidance and playing a crucial role in the execution of the Company's strategy. Brian O'Cathain also made the decision to resign from the Board in February 2025, and I would like to reiterate our thanks to Brian for his valuable contributions to the business over the past seven years. On behalf of the Board, we wish him every success in the future. Importantly, I am grateful to all our Board members and the wider management team for their commitment and hard work throughout what has been a particularly busy period for the Company. # Market Commentary Early 2026 has seen a large shift in the global energy landscape, with recent events in the Middle East leading to significant oil and gas price fluctuations and wider supply chain disruption. Whilst the short-term outlook has become increasingly difficult to predict, discussions surrounding the importance of domestic energy security have become increasingly common and our reliance on imported hydrocarbons has exposed structural vulnerabilities in supply. With this set to become a priority, we believe Europa's assets are well positioned to play a meaningful role in supporting secure and responsible energy supply in its core markets. # Outlook Looking ahead, Europa is well placed to capitalise on the momentum it has built throughout the past 17 months, with the EG-08 Farm-out Agreement and anticipated drilling of Barracuda later in the year in particular providing further certainty for the Company's short-term outlook. Despite being an exploration well, Barracuda carries relatively low geological risk given its proximity to existing discoveries and the successful application of regional AVO² technology, yet the potential upside in the event of a successful result is transformational in scale for Europa. In the UK, we are pursuing parallel workstreams across Wressle, Cloughton, Crosby Warren and West Firsby, each offering meaningful value creation and collectively providing a stable revenue base from which to pursue the development of our wider portfolio. In Ireland, Inishkea West remains one of the most attractive undrilled gas prospects on the Atlantic Margin, and we are confident in its potential to attract a partner commensurate with the scale of the opportunity. On behalf of the Board, I would like to take this opportunity to thank the entire Europa team for the hard work that has brought the Company to this exciting juncture, alongside our shareholders for their continued support. We look forward to what we expect to be an exciting year for Europa as we advance towards spudding the Barracuda well and progressing our wider portfolio to unlock substantial shareholder value. Bo Krøll Non-Executive Chairman Europa Oil & Gas (Holdings) PLC 26 May 2026 ¹ Europa hold 42.9% of the shares in Anter and Antler now has a 40% interest in EG-08 (0.429 x 0.4 = 17.2%) ² "AVO" - Amplitude Versus Offset is a seismic analysis technique that studies how reflected sound-wave strength changes with distance to help identify different underground rock and fluid types, such as oil and gas --- # Our Market # "Europa in the context of the global energy outlook" # Governance The Company operates in well-regulated jurisdictions that govern the operational activities undertaken by Europa. These governing bodies issue licences, permits and determine the applicable fiscal regimes. The regulatory bodies in both the UK, EG and Ireland have experienced staff and well-defined statutes. In recent years, however, the UK fiscal and regulatory environment has remained subject to frequent change, particularly in response to commodity price movements and broader political priorities. This has resulted in a less predictable operating environment for oil and gas companies, with increased uncertainty around taxation and future policy direction. By contrast, the production sharing contract ("PSC") framework in Equatorial Guinea, including that governing Block EG-08, provides a clearly defined and contractually stable fiscal regime over the life of the asset. This stability is a key differentiator when assessing long-term capital allocation. # What is the impact? Instability in the UK fiscal and regulatory environment makes it more challenging to model long-term project economics and to allocate capital with confidence. This limits the ability to implement effective mitigating measures. Conversely, the stability inherent in PSC terms, such as those applicable to EG-08, provides greater fiscal certainty and supports long-term investment decisions. # What does this mean for Europa? Europa continues to carefully manage its exposure to UK assets while prioritising opportunities in jurisdictions offering greater fiscal stability and contractual clarity. The farmout of EG-08 during the year further enhances the Company's exposure to a stable and attractive fiscal regime with drilling expected in 2026 or early 2027. # Commodity prices Commodity prices remain inherently volatile and are influenced by global macroeconomic conditions, geopolitical developments, OPEC+ policy, currency movements and market sentiment. During 2025, oil prices remained relatively resilient but continue to exhibit periodic volatility driven by supply-side management and fluctuating demand expectations. Industry forecasts suggest that oil prices are likely to remain within a broadly supportive range in the near term, albeit with ongoing uncertainty. Gas markets are similarly influenced by regional supply-demand dynamics, with increased LNG capacity expected to impact pricing over the medium term. The recent war in Iran has resulted in the limitations of oil and LNG flow through the Strait of Hormuz which has resulted in wide price swings as the world goes from oversupply to shortage. In May 2026 the US Energy Information Administration ("EIA") forecast the Brent oil price for 2026 at $95/b and average $79/b in 2027. This EIA price forecast is highly dependent on assumptions of both the duration of conflict in the Middle East and resulting outages in oil production. --- What is the impact? Fluctuations in commodity prices directly impact Europa's revenues and cash flow, influencing the Company's ability to fund development, appraisal and exploration activities. What does this mean for Europa? Europa maintains a disciplined approach to financial planning, using conservative price assumptions when modelling future cash flows. The Company prioritises capital efficiency and, when projects are reliant on future cash flows that require certainty over funding, a hedging strategy may be implemented. Demand and supply Prior to the war in Iran and subsequent closing of the Straits of Hormuz the global energy markets were broadly balanced, with demand growth continuing to be driven primarily by non-OECD economies. At the same time, significant new LNG supply is expected to come online over the coming years, which may place downward pressure on gas prices if demand growth does not keep pace. Geopolitical factors and energy security considerations continue to play an important role in shaping supply dynamics, particularly in Europe, where domestic and regional sources of energy are increasingly prioritised. Recent geopolitical developments in the Middle East, in particular the escalation of conflict involving Iran, have introduced significant additional uncertainty into global energy markets. The disruption to transit routes, most notably through the Strait of Hormuz, has had a material impact on global oil and gas supply and pricing. According to the International Energy Agency, the resulting supply disruption represents one of the most significant shocks to the oil market in modern history, with substantial volumes temporarily removed from global supply. This has led to increased price volatility and the introduction of a geopolitical risk premium into oil and gas markets, with prices reacting rapidly to developments on the ground. In response, coordinated releases from strategic petroleum reserves have been implemented in an effort to stabilise markets. What is the impact? Geopolitical instability can significantly disrupt global supply chains, leading to sharp increases in commodity prices and heightened market volatility. These effects may be temporary but can materially impact short-term pricing and market sentiment. What does this mean for Europa? Europa remains focused on maintaining a balanced portfolio, combining near-term production with high-impact exploration. The Company's strategy is designed to remain resilient across a range of commodity price scenarios. The EG-08 farmout enhances this resilience by enabling participation in a high-impact exploration well at a significantly reduced cost, thereby improving capital efficiency while maintaining exposure to potentially transformational upside. Global price movements directly influence the Company's revenues and investment environment. Elevated prices may support near-term cash flow; however, volatility increases uncertainty and can impact capital allocation decisions. Europa continues to adopt a disciplined and conservative approach to planning, recognising that geopolitical-driven price movements may not be sustained over the longer term. --- # Transition to renewable energy The transition to a lower-carbon energy system continues, particularly across Europe, where governments have committed to achieving net zero emissions by 2050. While this transition presents challenges, hydrocarbons of all sorts, particularly natural gas, are expected to play a critical role for decades to come. Producing hydrocarbons in a responsible and emissions-efficient manner remains a key priority for the industry. Domestic and regional production typically has lower emissions than imported alternatives, particularly when supported by existing infrastructure. What is the impact? The energy transition is reshaping investment priorities and regulatory frameworks. While ongoing hydrocarbon demand remains, it is the responsibility of upstream producers to extract hydrocarbons in an environmentally sensitive manner. Mature hydrocarbon countries, such as the UK, EG and Ireland, provide not only a well understood subsurface environment but also existing infrastructure that can be efficiently utilised to extract hydrocarbons in a well-regulated environment with world class levels of emissions. This domestic and gas-focused production is materially more emissions-efficient than importing hydrocarbons from overseas. What does this mean for Europa? Europa remains focused on identifying and developing hydrocarbon resources, particularly gas, that are close to infrastructure and end markets. The Company aims to deliver these resources in an efficient and environmentally responsible manner. In parallel, Europa's strategy of securing carried exploration exposure, demonstrated by the EG-08 farmout, ensures that the Company can participate in high-impact opportunities while maintaining capital discipline in a transitioning energy landscape. --- # Our Strategy Building a high-impact, capital efficient portfolio Europa is focused on building a high-impact, balanced portfolio of producing, appraisal, development and exploration assets across West Africa, the UK and Atlantic Ireland. The Company's strategy is centred on combining near-term cash-generative production with exposure to transformational exploration opportunities, while maintaining strict capital discipline. The Company continues to assess value-accretive opportunities, applying rigorous technical and commercial screening to ensure alignment with its strategic objectives. Performance is monitored using a combination of financial and operational metrics, including production, revenue, profitability and cash generation. ## Delivering value through EG-08 The defining strategic milestone during the year has been the successful farmout of the EG-08 licence offshore Equatorial Guinea. This transaction exemplifies Europa's value-led strategy. EG-08 is a high-impact exploration asset with multi-TCF gas potential located in a proven hydrocarbon basin and in proximity to existing infrastructure. The farmout to Fuhai Energy secured funding to drill the Barracuda exploration well, which exposes Europa shareholders to what could be a transformational well for the Company. This structure allows Europa to retain meaningful exposure to a potentially transformational exploration well while minimising capital commitments. The transaction validates the Company's technical work and demonstrates its ability to crystallise value through disciplined deal-making. Success at EG-08 would represent a step change in the scale of the business and has the potential to materially re-rate the Company ## Advancing core assets Alongside EG-08, Europa continues to progress its core portfolio. In the UK, the Company is advancing the Cloughton gas appraisal project, which has the potential to unlock significant onshore gas resources. Cloughton represents a strategic opportunity to develop domestic gas supply close to infrastructure and demand centres. Following the rejection of the planning application for appraisal drilling at Cloughton by the Planning Committee of the North Yorkshire Council in May 2026, despite the recommendation for approval by the council's own planning officers, the Company is assessing its options with a view to appealing the decision. Production from the Wressle field continues to provide a stable revenue base, supporting the Company's operations and contributing to funding requirements. In Ireland, the FEL 4/19 licence remains a high-impact exploration opportunity with material gas potential and proximity to existing infrastructure, consistent with Europa's strategy of targeting near-field exploration. --- # Strategic evolution Over recent years, Europa has transitioned from a predominantly frontier exploration-led model to a more balanced and lower-risk strategy. This includes a greater focus on near-field exploration, appraisal and development opportunities that offer shorter timelines to production and improved capital efficiency. Gas remains a central pillar of the Company's strategy, given its role as a transition fuel and its importance to energy security, particularly in European markets. Assets located close to infrastructure are prioritised, as they offer faster commercialisation potential and lower development costs. # Capital discipline and funding Access to capital remains a key consideration for small-cap E&P companies. Inflation means that projects are more expensive and equity markets remain tight as some institutional investors increasingly choose not to invest in the hydrocarbon sector. In response, Europa maintains a disciplined approach to cost management and capital allocation. The Company prioritises opportunities that can attract third-party investment and where it has a clear competitive advantage. The use of farmouts, as demonstrated by EG-08, is a core component of this strategy, enabling Europa to manage financial exposure while retaining upside. For small E&P companies, access to finance affects the rate of growth of the Company. Therefore, all new opportunities must not only satisfy our own rigorous technical assessment but must also be able to attract the necessary investment finance to appraise and develop the asset. # Assets We have a diverse portfolio of hydrocarbon assets at various stages of the development cycle including exploration, appraisal and production. # West Africa The EG-08 licence offshore Equatorial Guinea represents a cornerstone asset within the portfolio. Following the farmout, it provides exposure to a high-impact, fully funded exploration well with significant upside potential in a stable fiscal environment. # Atlantic Ireland Europa's Irish acreage offers material gas exploration potential in a region of increasing strategic importance for European energy security. These assets are located near existing infrastructure and remain of interest to potential partners. # The UK The UK remains an important part of the portfolio, with producing and appraisal-stage assets that contribute to near-term cash flow and domestic energy supply. Projects such as Wressle and Cloughton are well positioned within the context of the UK's ongoing energy transition. Europa continues to evaluate additional opportunities to enhance and diversify its portfolio, with a focus on creating long-term shareholder value through disciplined investment, strategic partnerships and exposure to high-impact exploration success. --- # Operational Review # Our Assets # Fully Funded Infrastructure-led Exploration – Equatorial Guinea In December 2025, exactly two years after the Company acquired a 42.9% equity interest in Antler Global Limited (“Antler”), the Antler successfully farmed-out half of its 80% working interest in the highly prospective EG-08 production sharing contract (“PSC”), offshore Equatorial Guinea, to Fuhai Energy for a 95% carry on the Barracuda-1 exploration well, up to a cap of US$53m. Antler retain operatorship and as such the Company will be driving the pace of project with the aim to drill the well by Q4 2026 / Q1 2027. The Barracuda-1 exploration well will test 893 BCF (Pmean) and carries an 80% COS with potential gross value of NPV10 $1.8 billion. The farm-out to Fuhai validates Europa’s assessment of the significant potential of the EG-08 block and is a testament to the quality of the technical work that the Europa team has undertaken since acquiring our interest in Antler. If gas is proven in the Barracuda-1 well it will be tested, completed as a producer and suspended to be brought online once the development plan is finalised. There are a number of development concepts that have already been assessed, with the primary monetisation solution being via the EG LNG facilities at Punta Europa on Bioko Island. This transaction represents a landmark moment for Europa. Fuhai is a major participant in China’s domestic petrochemicals and refining sector, with revenues of approximately US$13 billion and a workforce of 6,000 employees. Its decision to participate in the Barracuda prospect is testament to the quality of the asset: Barracuda is estimated to hold 893 BCF of prospective resource with an 80% geological chance of success, supported by direct hydrocarbon indications on seismic data. A successful result at Barracuda would be genuinely transformational for the Company. We expect to be progressing towards drilling by the end of 2026, which we view as a high-value, high-impact event for Europa. The EG-08 licence also benefited from a 12-month Phase 1 extension, announced in October 2025, which provided the operational runway necessary to conclude commercial negotiations and maintain a clear pathway to drilling. This extension, combined with the subsequent binding farm-out, demonstrates both the strength of the asset and Fuhai’s confidence in its prospectivity. In the lead-up to the Farm-out Agreement, the Company undertook a comprehensive evaluation of the seismic data across the block, identifying three primary prospects with a combined mean prospective resource (“Pmean”) of 1.5 TCF, and a total of nine prospects with a Pmean of 2.2 TCF in aggregate. Barracuda remains the primary target for the initial well, with future wells expected to target the significant additional upside across the licence. --- # Infrastructure-led Exploration – Offshore Ireland Europa holds a 100% interest in FEL 4/19, located offshore Ireland on the west coast, containing the large, low-risk Inishkea West gas prospect. Inishkea West is estimated to contain a Pmean prospective resource of 1.5 TCF of recoverable gas, with a post-tax NPV10 of US$2.0 billion. The prospect is strategically located near the producing Corrib gas field and benefits from proximity to established infrastructure, reducing the investment required to bring it into production. Inishkea West offers a compelling combination of scale, low-carbon credentials, and strategic relevance. With a carbon intensity of just 2.8kg CO2e/boe compared to 36kg CO2e/boe for UK-imported gas, the prospect offers a materially cleaner source of energy and has the potential to play a meaningful role in Ireland's energy transition, reducing the country's reliance on imported gas and supporting its pathway to renewable energy adoption. A successful discovery at Inishkea West could potentially supply more than two-thirds of Ireland's gas demand by 2030. Europa continued to actively market Inishkea West to potential farm-in partners throughout the period. Post period-end, an extension to the FEL 4/19 licence was approved by the Irish Government's Department of Climate, Energy and the Environment, providing additional time for technical evaluation and underpinning ongoing efforts to secure a farm-in partner to progress the project. # UK Development – Wressle Wressle remains one of the most productive onshore UK oilfields currently in operation. Gross production averaged 281 barrels of oil per day throughout the period, with Europa's net share equating to 84 bopd. Operations at Wressle remain cash generative. The Wressle development plan is progressing to deliver the next phase of production growth. This includes a new development well targeting the Penistone Flags reservoir, as well as a solution to monetise associated gas being produced from the field, which sits just 600 metres from the local gas distribution network. A seismic interpretation and mapping exercise conducted this year has highlighted a potentially significant uplift in resources from the Ashover Grit, and the results have been incorporated into the updated field development plan. A planning application for the Penistone Flags reservoir development is set to be determined by North Lincolnshire Council. The works will include extending the existing Wressle site to accommodate the drilling of new development wells and the construction of gas processing facilities, together with an underground gas pipeline to connect the field to the local distribution network. A key milestone in the period was the Company being awarded a five-year extension to the DL003 licence, which holds the Company's West Firsby asset, in November 2025. This extension provides long-term operational continuity and the framework within which to optimise and maximise value from this producing field. --- # UK Appraisal – Cloughton Cloughton, Europa's 40%-owned gas appraisal opportunity in North Yorkshire, was not granted planning approval from North Yorkshire Council ("NYC") in May 2026, making it a post period event. This was despite of the NYC's own planning officers' recommendation to approve the application, which was supported by 13 independent technical reports included in the planning application that confirmed the selected pad location at Burniston Mill is well-suited for the temporary appraisal well. The Company is assessing its options with a view to appealing the decision. Europa has opened a data room for Cloughton and is actively seeking a farm-in partner to fund the next stages of appraisal. Domestically produced gas generates employment, contributes local and national tax revenues, and carries a materially lower carbon footprint than the imported gas on which the UK is increasingly dependent, making Cloughton's development consistent with both the UK Government's British Energy Security Strategy and its Net Zero 2050 objectives. --- # Insights “A successful result at Barracuda would be genuinely transformational for the Company” ## Farm-Out with Fuhai Energy A transformative agreement that accelerates delivery with a reputable partner, providing investment, and positioning Europa for high-impact growth. The farm-out agreement represents a significant milestone for Europa, securing a well-funded pathway to spudding the Barracuda well whilst preserving shareholder exposure to a potentially transformational asset. The agreement reflects the quality and scale of the opportunity, with a potential discovery valuation of between $50–$300 million net to Europa. ## At a glance - Strategic farm-out with Fuhai Energy on the EG-08 licence, offshore Equatorial Guinea – pending final regulatory approvals - Provided necessary funding to unlock the potential value of the EG-08 asset identified by Europa - Fuhai acquires a 40% interest by funding 95% of exploration well costs - Europa retains a 17.2% effective interest whilst Antler remains operator - Targeting the Barracuda prospect (893 BCF gas) with drilling planned in Q4 2026 / Q1 2027 subject to rig availability ## Third-party validation of asset quality - Fuhai’s commitment provides strong external endorsement of the licence’s prospectivity and commercial potential ## Advancing a transformational opportunity - Secured the funding required to drill the Barracuda prospect whilst retaining a material net interest in the asset ## From potential to near-term delivery - The farm-out transitions EG-08 from a pre-development asset into a funded, drill-ready opportunity ## Key stats - Antler retains 40% working interest (17.2% net to Europa) and operatorship - $53m well cost cap, 95% funded by Fuhai and 5% funded by Antler - Fuhai is a top 500 Chinese enterprise with an annual crude oil processing capacity of up to 10m tons ## Unlocking Value The signing of the Fuhai Farm-out Agreement is the culmination of three years of work to identify, fund and commercialise EG-08. Since 2007, 7 out of 8 of the regional exploration wells have resulted in commercial discoveries when targeting the type of AVO response seen at Barracuda. The farm out agreement reflects the quality of the asset, the high geological chance of success, and scale of the resource. This puts Europa in a position to drill a potentially company-making well in Q4 2026 / Q1 2027. --- # EQUATORIAL GUINEA – A WELL-ESTABLISHED HYDROCARBON JURISDICTION Key stats - 893 BCF Barracuda prospect (Pmean) - 80% Chance of Success (CoS) - >90% combined CoS across all 3 primary prospects on the EG-08 block - 17.2% net attributable working interest to Europa The Opportunity EG-08 sits in the shallow-water Douala Basin offshore Equatorial Guinea, covering 731 km². Through its 42.9% stake in operator Antler Global, Europa holds a 17.2% net interest post farm-out. Three drill-ready prospects are covered by 3D seismic and targetable with a jack-up rig. Total prospective resources across the block stand at 2.213 TCF (Pmean), with the flagship Barracuda prospect estimated at 893 BCF (Pmean). Barracuda's seismic shows direct hydrocarbon indicators, with strong class 2 / class 3 AVO signatures – underpinning the 80% geological chance of success, which has been supported by historical drilling success in the region. Combined across all three prospects (Barracuda, Cardinal and Arrowhead), the probability of a commercial discovery exceeds 90% based on a statistical analysis. A discovery could be fast-tracked to commercialisation via the Alen platform which currently has available ullage. The EG-08 deal remains subject to approval from the Ministry for Mining and Hydrocarbons Department of Equatorial Guinea and Overseas Direct Investment approval from the Shandong Provincial government. In the meantime, Europa has entered a period of detailed engineering and procurement in order to spud the Barracuda well as soon as possible once approvals have been received and subject to rig availability. Balanced high-risk reward ratio - Proven AVO Analogy - Seismic signatures provide strong geological validation for the block's prospectivity. - Infrastructure Ready - Proximity to Alen platform (9 km) enables fast-track development with significantly reduced capex. - Funded Well - Antler funds 5% of the Barracuda well cost up to $53 million - 17.2% net attributable to Europa. - Stable Jurisdiction - Equatorial Guinea offers a proven PSC framework, with GEPetrol holding 20% and a government actively seeking foreign investment to grow gas exports. --- # ESG "Respecting resources, communities, and future generations" # General Europa's strategy revolves around the three key pillars of ESG: Environment, Social and Governance. Europa has undertaken a materiality assessment that helped identify the key material topics relevant to Europa's business. These topics were then aligned with relevant United Nations Sustainable Development Goals ("UN SDG"). From this, high-level goals were developed which have subsequently been built upon as continue to support the UK's energy transition. # Materiality Matrix Europa continues to reassess the materiality matrix to ensure that it still accurately represents the Company's stakeholders and business. It was determined there were currently no changes to the material topics and that the previously conducted materiality matrix was still relevant. The materiality matrix will be periodically reassessed to ensure it remains relevant and reflective of Europa's activities. # Environment We believe in acting as responsible custodians of the physical spaces which we occupy as a company, with the utmost respect for the environment in which we operate. # Social Europa commits to being fair and inclusive in all our interactions with our employees and partners, including those communities with whom we interact. # Governance As an AIM-quoted entity Europa follows all required reporting and corporate governance guidelines. To go beyond the minimum requirements, our ESG Committee has oversight of the integration of our ESG strategy with our overall Company development and activities. # Supporting the energy transition Europa plays an active role in providing energy security and supporting the energy transition. Through our producing and appraisal assets, we provide a domestic supply of hydrocarbons. Europa is also active in supporting the Irish government's plans of transitioning towards a lower carbon economy. As per an independent report commissioned by the Company from a leading ESG consultancy "sustain:able", domestic gas which could be produced from Europa's FEL 4/19 licence is expected to have a carbon intensity of 2.5 kgCO2e/boe, considerably less than the intensity of imported gas from the UK which has an average intensity of 36 kgCO2e/boe. A discovery at FEL 4/19 could extend the life of the Bellanaboy Gas Terminal and could have the potential to supply up to 75% of Ireland's gas needs. As Ireland currently imports roughly 80% of its natural gas supply from the UK via the Moffat Interconnector, a domestic supply from Europa's FEL 4/19 licence would have a significantly beneficial impact on the carbon intensity of Ireland's natural gas supply. A successful appraisal well at Cloughton that resulted in a commercial development could produce gas with Scope 1 & 2 emissions of as low as 0.65kgCO2e/boe according to and independent report from sustain:able. A discovery at EG-08 would be produced into the Punta Europa terminal on Bioko Island which in turn liquifies the gas which is then shipped predominantly to the European gas market. Given the proximity to the existing infrastructure, which includes a gas pipeline to Punta Europa that lies across the EG-08 block, --- any discovery could be brought online quickly and with minimal additional infrastructure and as such minimal additional emissions. # Zero Flaring: We continue to make progress towards our Zero Flaring goal at Wressle and will seek to obtain planning permission to install gas processing facilities on site. This will include a 600m pipeline which is planned to be installed at the site during 2026/7 to allow for a connection to the local gas grid, at which point routine flaring at Wressle will be eliminated. # Community fund: During the reporting period, the Wressle partners' community fund awarded just over £184,000 to local projects and initiatives. Since inception, such funding has been made available to local sports clubs, schools, youth centres and groups, and theatre groups. This year contributions were also made to assist in the restoration of the village hall and to provide a publicly available defibrillator in the local area. Through the continued support of the community fund, Europa contributes to our UN SDGs of Reduced Inequalities and Good Health and Wellbeing. # Community support and training in Equatorial Guinea: Antler Global Limited, 42.9% owned and accordingly funded by Europa, has during the reporting period made donations totalling US $50,000 to NGOs in Equatorial Guinea whose activities include running a rural entrepreneurship programme, providing rapid testing for children with sickle cell disease (SICLEMIA), various initiatives for visually impaired or blind persons, and horse-riding camps for children. US $110,000 has been directed into providing industry relevant training for local people, and US $200,000 of funding has been granted to each of the National Technology Institute and the National Gas Monetization Special Unit. These contributions are made in accordance with the terms of the licence. # Employee wellbeing: Employee wellbeing remains a core priority for the company, recognising this as the pathway to both individual fulfilment and long-term business performance. The company strives to be an employer of choice by providing an inclusive work environment supporting the mental, physical and emotional wellbeing of our people. Our approach to this includes providing access to a range of benefits and resources as well as supporting flexible working arrangements wherever feasible. We actively foster a culture of openness and mutual respect and support. We believe that it is as a result of this that the company has enjoyed an exceptionally stable workforce over recent years with excellent staff retention. Europa continues to participate in the UK government's cycle to work scheme with strong employee uptake – more than half of employees in our London office cycle to work, improving both employee wellbeing and reducing emissions. Jamie McGill, our Petroleum Engineer was awarded his Green Beret during the last reporting period. Royal Marines Reserve initial training comprised of weekend and weekday evening sessions, culminating in an intensive two-week course in order to complete the Commando Tests. In total this was more than 100 days of commitment over an 18-month period in order to meet the training requirement and to prepare to the same standard as the regular recruits. Following this training regime, recruits must pass four Commando tests in the space of a week. All tests are completed carrying 21lbs of equipment and a rifle. The Commando tests include an endurance course, a 9 mile speed march, a Tarzan Assault course and a 30-mile speed march across Dartmoor. Post passing out, Jamie attends weekly meetings after work for continued development which includes lectures and hands-on training exercises. This is complimented by weekend training on the range and in the field, as well as an annual two-week continuous exercise, which last year took place in Norway, Cyprus and the UK. Jamie says "Providing service to my country is extremely important to me and having the support of Europa, especially during the intensive training sessions whilst earning my green beret, has meant the world to me, and I am enormously appreciative of this". --- #### Reporting frameworks: Europa has undertaken a review of relevant ESG reporting frameworks and standards to determine which would be the best fit. The introduction of the International Financial Reporting Standards (“IFRS”) S1 and S2 in June 2023 and the release of the Transition Plan Taskforce (“TPT”) Disclosures in October 2023 are testament to the fact that this area continues to develop and progress. Both the IFRS standards and the TPT framework build upon the Taskforce for Climate-related Financial Disclosures (“TCFD”) framework structure and requirements. Therefore, Europa has decided to voluntarily start working towards reporting to the TCFD to put itself in good stead for reporting to the IFRS or TPT if required to do so in the future. IFRS S1 and S2 are not yet effective in the U.K. To aid this, a data audit has been carried out of the Company’s currently collected data to determine what is already being recorded and what additional data collection processes need to be put in place to allow them to report to the TCFD. Europa has adopted a new data collection approach, set up to identify how and what they are required to report. It is expected that this data collection and the quality of the information will be improved over time, allowing steady progress that will be reflected in Europa’s annual reporting. Data collected will be aligned with the Global Reporting Initiative (“GRI”) Universal and Oil and Gas Sector Standards (2021 version) to enable future reporting in reference to the GRI. #### What is TCFD? The TCFD framework is designed to identify climate-related risks and opportunities to aid companies’ and investors’ understanding of the financial implications of transitioning to a lower-carbon economy and the changes in physical risks associated with climate change. The TCFD disclosures are structured around the four pillars of Governance, Strategy, Risk Management, and Metrics & Targets with eleven recommended disclosures. Scenario analysis is recommended as part of the TCFD process to identify the range of risks and opportunities a company may face across different climate scenarios. --- ## Risks and uncertainties The various activities of Europa subject the Company to a range of financial risks including commodity prices, liquidity, exchange rates and loss of operational equipment or wells. These risks are managed with the oversight of the board via the Risk Committee which is tasked with regularly reviewing the prevailing operational, business and economic circumstances to a granular level. The Risk Committee reports back to the board on a bi-monthly basis, or at any time that a serious shift in risk profile is identified. The primary risk facing the business is that of asset performance. | Key risk | Description and impact | Mitigation | Change | | --- | --- | --- | --- | | **Funding / Liquidity** | Significant expenditure is required to establish the extent of oil and gas reserves through seismic surveys and drilling and there can be no certainty that oil and gas reserves will be found. | Detailed cash forecasts are prepared regularly and reviewed by management and the board. | Decreased | | | Licences may be revoked by the relevant issuing authority if commitments under those licences are not met. Further details of current licence commitments are given in Notes 24 and 25, also note comments on going concern in Note 1. | The Group's production provides a monthly inflow of cash and is a significant source of working capital. | | | | The Group primarily relies on existing cash balances and revenues from its producing assets to fund its activities. Where such revenues are insufficient to meet its funding demands the Group is reliant on external debt or equity funding. The Group has a track record of successfully raising debt and equity funds when required and has successfully raised more than £4.1 million in the first quarter of 2026, significantly bolstering its financial capability. There can however be no certainty that these sources of funding will be available at the same time as when they are required by the Group. | Management regularly assesses the credit and capital markets to establish the availability and suitability of financing opportunities. | | | | | Additional cash may be available through the placing of Europa shares in the market, debt financing, or potentially by the trading of assets. | | | **Commodity price and foreign exchange** | Each month's oil production is sold at a small discount to Brent price in US Dollars. These funds are matched where possible against expenditures within the business. As most capital and operating expenditures are Sterling denominated, US Dollars are periodically sold to purchase Sterling. Funding of the Group's intended activities in Equatorial Guinea will however be required mainly in USD. A fall in oil price could make some projects economically unviable. During the 17-month period the price of oil deteriorated from approximately $80 at the start of the period to $61 per barrel at the end of the period. During the three months since the start of the conflict in Iran oil prices have fluctuated significantly, mainly between $90 and $120 per barrel of oil. Ongoing geopolitical tension in the region makes predicting future prices extremely uncertain, but until the conflict is resolved the general expectation of the board | The board has considered the use of financial instruments to hedge oil price and US Dollar exchange rate movements. To date, the board has not hedged against price or exchange rate movements but intends to continue reviewing this policy. | Increased | --- is that prices will remain elevated. The US Dollar traded between $1.24 and $1.37 during the 17-month period with an average rate of $1.31 realised on the Group's oil sales. There is no mitigation in place at the moment and the Company assumes $1.35/GBP for forecasting. | **Customer** | All oil production is sold to one UK-based refinery – if it was to stop buying Europa's crude, additional transportation costs would be incurred. | Other refineries are known to Europa, but the proximity of the incumbent customer aligns with the Group's aims of minimising emissions generated by its operations. | Unchanged | | --- | --- | --- | --- | | **Exploration, drilling and operational** | The business of exploration and production of oil and gas involves a high degree of risk. Few prospects that are explored are ultimately developed into producing oil and gas fields. There are numerous risks inherent in drilling and operating wells, many of which are beyond the Company's control. Operations may be curtailed, delayed or cancelled as a result of environmental hazards, industrial accidents, occupational and health hazards, technical failures, weather, reservoir pressures, shortage or delays in the delivery of rigs and other equipment, labour disputes and compliance with governmental requirements. Drilling may involve unprofitable efforts, not only with respect to dry wells, but also to wells which, though yielding some oil or gas, are not sufficiently productive to justify commercial development, or continued operation. Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs. | Despite having production from four oil wells located at four different sites, approximately 85% of current production comes from the Wressle-1 well. The Company aims to mitigate this concentration risk through the pursuit of the further development of the Wressle site by drilling at least 2 more producing wells as well as investing in production enhancing improvements at the Crosby Warren and West Firsby sites. The Group's exposure to exploration risk associated with the drilling of the Barracuda exploration well on EG-08 is mitigated to a significant extent by the 95% carry pursuant the FOA and the Group has secured the required funds to fund its anticipated share of the non-carried well cost. Appropriate insurance is obtained annually which covers some of Europa's exploration, development and production activities. The non-operating partners within each joint venture assess the technical merits of each joint venture operator, providing a peer review of operational activities. | Unchanged | --- | **Planning risk** | Securing planning consent for onshore wells takes time and the outcome of planning applications is not certain. The planning approvals processes continue to become more complex and onerous. | Group remains subject to various planning consents to progress its projects in the UK, including drilling an exploration well on the Clougton licence and further development of the Wressle field. The Group engages planning and legal specialists in the field. | Increased | | --- | --- | --- | --- | | **Political risk** | The elected governments of the countries where the Group operates set the regulatory and licensing regime within which the Group operates. The regulatory regime may change dramatically based on the policies of the governing party, for example a ban on new exploration licences may be announced, existing licences may be curtailed, or certain operating methods may be restricted. A change of government policy could materially affect the ability of the Group to operate. Europa currently has exposure to political risk in UK, Ireland and Equatorial Guinea. | The Group monitors changes and proposed changes in government policy in the jurisdictions where it operates, in order to understand the potential impact on the Group, and takes such actions as it can to mitigate the impact on the Group. In the UK, the Company works with industry bodies such as UKOOG to participate actively in raising its concerns at the appropriate levels of government. The Company's diversification into Equatorial Guinea is in part designed as a mitigating factor against increasingly challenging political environments in the UK and Europe. | Unchanged | | **Climate risk** | As a producer of oil and gas, climate change and the transition to a low carbon economy affects the Group's operations through aspects such as potentially adverse effects on commodity prices, limited access to funding and higher cost of capital. | The Group supports the energy transition and complies with all current environmental guidelines. As set out in the Sustainability section of this report, the Group is taking various actions and initiatives to reduce emissions whilst also contributing to energy security in the jurisdictions in which we operate. | Unchanged | On behalf of the board William Holland, CEO --- # Directors' statement under Section 172 (1) of the Companies Act 2006 Section 172 (1) of the Companies Act obliges the directors to promote the success of the Company for the benefit of the Company's members as a whole. This section specifies that the directors must act in good faith when promoting the success of the Company and in doing so, have regard (amongst other things) to: a) the likely consequences of any decision in the long term; b) the interests of the Company's employees; c) the need to foster the Company's business relationship with suppliers, customers and others; d) the impact of the Company's operations on the community and environment; e) the desirability of the Company maintaining a reputation for high standards of business conduct; and f) the need to act fairly between members of the Company. The board of directors is collectively responsible for the Company's strategy, which is to develop significant value accretive opportunities across a balanced portfolio of energy assets while minimising risk to shareholders. The board of directors confirm that during the last year under review it acted in accordance with section 172 (1) of the 2006 Companies Act, which requires the Board to promote the long-term success of the Company for the benefit of shareholders. The strategies developed under the leadership and guidance of the board of directors and executed by the Company have yielded a firm foundation for future value creation, and a meaningful de-risking of development plans. Some of the key decisions taken by the directors during the year under review, and the significant outcomes achieved by the Company aimed at delivering on its strategies included: - To terminate the Whisby Net Profits Agreement, resulting in a net gain of £170,000 to the Company's balance sheet. - To approve the change in accounting reference date from 31 July to 31 December. - During the reporting period Alastair Stuart stepped down from the Board and Bo Kroll joined the Board as a non-executive director. Bo Kroll later assuming the role of Non-Executive Chairman, in accordance with the Board's succession plan, upon Brian O'Cathain's resignation in February 2025. The decision was made to keep the Board size at 4 members. - Not to participate in seeking an extension to the Serenity licence. - To seek and secure a 5-year extension, through to 31 December 2030, of the DL003 licence which holds the Company's West Firsby asset. - To accept and sign a binding Farm-Out Agreement with Fuhai (Beijing) Energy Limited in respect of EG-08 in which the Company indirectly holds a 34.32% interest in, and securing an extension for the first sub-period of Phase 1 of the PSC through to October 2026. --- - Entering into a Revenue Swap Agreement in respect of the Company's share of gross revenues from the Wressle 1 well. - Determining to seek an extension of the Offshore Ireland FEL 4-19 licence. --- # Stakeholder Engagement “Listening. Collaborating. Delivering.” The Board recognises that the group’s stakeholders have different values and priorities, and that it is important for the Board to understand and consider the interests of all stakeholders Europa seeks to effectively engage with stakeholders in a number of ways, and these are outlined below: | Key Stakeholders | Methods of engagement | | --- | --- | | Shareholders | Maintaining active LinkedIn and X accounts Participating in regular interviews with Proactive Investors, hosting and appearing on various virtual forums and in-person retail investor information sessions with Q&A opportunities In-person meetings, and telephone calls Roadshows held with institutional investors Issuing Regulatory News Service (RNS) announcements. Replying directly to investor questions sent to mail@europaoil.com Conducting meetings with major shareholders to discuss results and to obtain a balanced understanding of any issues and concerns All announcements are posted to the Company’s website, as are investor presentations and other information around operations and strategy. Following shareholder approval, the Board is now authorised to have a virtual element to AGMs allowing more shareholders to participate in that important meeting. The Board is hoping to do this for the first time in 2026 or 2027. | | Employees | All employees have direct access to both the CEO and COO CEO regularly updates the Board on people and culture Site visits | | Government regulators | NSTA – meetings, seminars, written correspondence and via the NSTA’s online portal PPRS – monthly submissions and website data input Environment Agency - biannual CAR reports and site visits HSE - site visits, meetings, inspections DECC - letter and email correspondence UKOOG - meetings, letter and email correspondence MMHD of EG – regular meetings | | Joint Venture partners | Regular informal “check-ins”, written correspondence and formal TCM/OCM meetings | | Suppliers and advisors | Regular update meetings, email, orders and payments, letters and KYC work | | Local community | Online – a dedicated community website was established in respect of our Burniston plans (add website address) Supporting community groups and facilities via community funds Responding to enquiries via email to mail@europaoil.com Meeting with local MPs and Council representatives | | CAR | Compliance Assessment Report | | --- | --- | | DECC | Department of the Environment and Climate Change (Ireland) | | HSE | Health and Safety Executive | | KYC | Know Your Customer | | OCM | Operations Committee Meeting | | NSTA | North Sea Transition Authority (UK) | | PPRS | Petroleum Production Reporting System | | TCM | Technical Committee Meeting | | UKOOG | UK Onshore Oil and Gas | --- # Governance at a glance The right board to deliver growth Gender – 1 female; 3 male Tenure – 0-2 years: 2 2-4 years: 2 Balance – Executive Directors 1; NED 3 With the right skills and experience Core skills by Board Member: | | Financial / Capital Markets | M&A / Commercial | Governance, Management & Leadership | Technical / Sub-surface | Strategy | Operations / Development | | --- | --- | --- | --- | --- | --- | --- | | B Kroll | Y | Y | Y | | Y | | | S Ashby-Rudd | Y | Y | Y | | Y | | | E Rowley | | Y | Y | Y | Y | Y | | W Holland | Y | Y | Y | | Y | Y | ## Board member meeting attendance | | Board | Audit | Remuneration | Nomination | ESG | Strategy | Risk | | --- | --- | --- | --- | --- | --- | --- | --- | | **No. Meetings** | **10** | **4** | **3** | **1** | **1** | **2** | **7** | | S. Ashby-Rudd | 10 | 4 | 3 | 1 | 1 | 2 | – | | E. Rowley | 10 | 2/2 | 2/2 | – | 1 | 2 | – | | W. Holland | 10 | – | – | 1 | 1 | 2 | 7 | | B. Kroll | 8/8 | – | 2/2 | – | 1 | 2 | – | | Former Directors | | | | | | | | | B O'Cathain | 3/3 | 2/2 | 1/1 | 1 | – | – | – | | A. Stuart | 2/2 | – | – | – | – | – | 7 | --- ## Governance Framework The Terms of Reference of all Board Committees are available on the company's website at https://www.europaoil.com/investors/corporate-documents/ ![img-1.jpeg](img-1.jpeg) --- # **Board Changes** Bo Kroll joined the Board in December 2024, and later assumed the role of Chairman in March 2025 Alastair Stuart resigned from the Board in December 2024, but retains the role of COO Brian O'Cathain, who served as Chairman since 2018 resigned in March 2025, at which time the decision was made to keep the Board at the reduced membership of 4. # **Committee changes** As a result of the above-mentioned Board changes and the annual internal Board effectiveness review the following changes were made to Committees: ESG Committee - Eleanor Rowley assumed the role of Chair and Will Holland was also added as a member Audit Committee - Eleanor Rowley joined, committee remains fully independent Remuneration Committee - Bo Kroll joined, as did Eleanor Rowley who was appointed as Chair due to her strong understanding of current industry employment dynamics by virtue of her external full time executive role. Nominations Committee - Bo Kroll joined, and Simon Ashby-Rudd assumed the Chair. Strategy Committee - Bo Kroll joined and Alastair Stuart stepped down but as COO continues to provide recommendations and analysis to this committee. Alastair retains membership of the Risk Committee. Technical Committee - established March 2026. Eleanor Rowley appointed Chair with Bo Kroll and Alastair Stuart as members. # **Matters Reserved** - Certain matters are reserved for the Board, primarily in relation to: - Setting and monitoring strategy Corporate structure, capital and ensuring adequate financial resources Financial reporting and controls - Oversight of risk management, regulatory compliance, internal controls and whistle blowing Significant financial matters including acquisitions, disposals and investment - Shareholder, market and regulatory communications Board and committee membership - Delegation of authority; and Corporate governance matters Matters Reserved for the Board are available at https://www.europaoil.com/investors/corporate-documents/ --- # Chairman's introduction to governance It is my pleasure, on behalf of the Board, to present the following overview and reports on governance of the company over the 17-month period to 31 December 2025. The following pages explain the company's corporate governance arrangements, provide detail on the Board members and what they bring to the Board, and the key activities undertaken by the Board during this period to ensure effective decision-making and stewardship of the company's strategy, business model and performance. The information on Corporate Governance set out on the following pages, and available on the website www.europaoil.com, is, in the opinion of the Board, fully in accordance with the requirements of AIM Rule 26. The Board has determined that the Quoted Companies Alliance Corporate Governance Code ("QCA Code") for small and mid-size quoted companies, as revised in November 2023, is the most appropriate for the Group to adhere to. The information presented on pages 26-31 explains how we have complied with the QCA Code during this period. ## The Board's Purpose and Strategic Priorities: The Board's principal responsibilities are to promote the long-term success of the group and to create and deliver value for shareholders, whilst protecting the interests of other stakeholders. The Board sets the group's strategy and has responsibility for governance, performance, culture, risk management and internal controls. Robust and effective corporate governance, coupled with considered decision-making are key to the long-term, sustainable success of the group, and as such this must be the primary focus of the Board. The Board now comprises three Non-Executive Directors ('NEDs') and one Executive Director, being William Holland, the CEO. Whilst, by virtue of holding greater than 3% of ISC on appointment, I am not considered independent, the other two NEDs, Simon Ashby-Rudd and Eleanor Rowley, are considered by the Board to be independent. Biographies of the directors are set out on pages 32-33. This reporting period has seen the company navigate a number of high-impact events, including the farm-out of our interest (via Antler Global Limited) in Equatorial Guinea licence EG-08, navigating the political landscape whilst seeking to progress our UK onshore and Irish offshore licences, tightly managing the budget through the course of 2025 and in the latter part of the period preparing for the fundraising activities which took place in the first quarter of 2026. The Board has been heavily involved in decision making relating to all of these matters, and I would like to thank my fellow Directors for the dedication and significant time commitment they have demonstrated during this period as we navigated these pathways, whilst at the same time looking more broadly at the company's strategic outlook, resilience and growth. Our strategic priorities at this time are: - the finalisation of the farm-in agreement with Fuhai and progression to test drilling of Barracuda EG-08 - securing permission for the Cloughton test drilling exercise - continuing to lobby the Irish government to recognise the importance of domestic gas production to the country's energy security. - identifying other suitable high-potential opportunities in the African region ## Board Composition, Diversity and Effectiveness The Board is committed to ensuring that it possesses the right balance of skills and diversity to ensure the success of the group. Please refer to page 24 for information on Board diversity and skills. The 2025 annual review of the Board and committee effectiveness was led internally by the Company Secretary. The review considered not only the composition of the Board, but also of the various committees, --- especially in light of Board changes during the period, with the goal of ensuring that the Board and its committees continue to operate effectively and mirror best practice as far as possible given the small Board size. # Sustainability and ESG During the year the Board and its committees oversaw a range of ESG priorities, each of which supports our continued commitment to play a meaningful role in the transition to a low carbon future and to be a good citizen within the various communities in which we operate. Read more on pages 17-19. # Stakeholder Engagement The Board places great emphasis on stakeholder interests when steering the group's strategy and overseeing the group's risk profile. During the year meetings were held with a number of stakeholder groups and consideration given to a wide range of stakeholder interests. Our formal statement in relation to Section 172 of the Companies Act 2006, together with further detail regarding how Directors have engaged with and had regard to the interests of stakeholders can be found on page 23. On behalf of the Board, I would like to thank shareholders, and all stakeholders, for their continued support. My fellow Board members and I look forward to further engagement in the year ahead as we continue to steer the Company through what should be another exciting year, ensuring that the Company is well positioned to identify and capitalise on high-value growth opportunities, and create a more efficient and resilient business, thus securing strong and sustainable growth on behalf of our shareholders. Bo Kroll Chairman --- ## The QCA Principles The QCA Code is constructed around a set of principles and associated disclosures and was revised in 2023. We have considered how we apply each principle and below provide an explanation of the approach taken in relation to each. The Board considers that it has departed from only one of the principles of the QCA Code during the year under review (see Principle 6), though there is still some work to be done to enhance our website to be fully compliant with the recommended website disclosures. | Principle 1: Establish a purpose, strategy and business model which promotes long-term value for shareholders | The company's purpose is to create and deliver value for shareholders by identifying and leveraging high value growth opportunities in the upstream oil and gas space. By necessity, strategy is opportunity driven, and we seek to identify instances in which Europa's contribution is more about adding value to a project by bringing our expertise, rather than simply buying in to an opportunity. Both strategy and our business model are under constant review by the Board, as opportunities are identified and risk factors change throughout the year, and the Strategy Committee meets twice per year to more formally consider the company's strategic direction. The challenges and risks the company faces are reviewed by the Risk Committee every second month and reported to the Board. Whenever there is change in a significant risk factor in the interim, the executive management team prepare a proposed response and circulate this for Board approval. Read more about our approach to risk management on pages 20-21 and page 28. | | --- | --- | | Principle 2: Promote a corporate culture that is based on ethical values and behaviours | Each Board member individually is committed to observing and promoting the highest standards of ethical conduct in the performance of their responsibilities on the Board of Europa, and the Board and executive team as a whole prioritise fostering a collaborative culture of high ethical standards, openness and inclusivity at all levels of the company and its operations. Especially given that a key underpinning of our growth strategy is the knowledge and expertise of our people, the importance of maintaining such a culture is directly linked to our ability to successfully execute on this strategy. Read more at 'Employee Wellbeing' on page 19 and at 'Stakeholder Engagement on page 23. In addition to focussing on the internal environment, the company also seeks to live best practice ethical values and behaviours in the communities in which we operate. Read more about these efforts at p19. The Board oversees the group's whistleblowing policies and procedures, which include channels through which a person may raise concerns anonymously. There have been no such concerns raised during the reporting period. | --- | Principle 3: Seek to understand and meet shareholder needs and expectations | The Board believes it is important to maintain an open and constructive relationship with shareholders, and to provide them with reliable and timely information. The Board also recognises that shareholders have different interests and priorities and that is important to understand and consider as many as possible, to assess and balance these and take them into account when making decisions. Manners in which the company engages with shareholders are outlined in our Stakeholder Engagement report on page 23. Shareholder engagement activity in 2025 included: | | | --- | --- | --- | | | Effort | Frequency | | | Responses to mail@ enquiries from shareholders | In excess of 100 | | | Retail Investor presentations | 3 | | | “Roadshow” presentations | Approximately 20 | | | Direct outreach to individual (retail) shareholders | More than 50 1:1 conversations | | | Publication of RNS | 26 news releases | | | Social media posts | Approximately 20 | | | Shareholder liaison is lead by the CEO, supported by the Non-Executive Board members, the Company Secretary as well as the COO and Senior Geologist. Shareholders with more than 3% of Issued Share Capital are disclosed on our website, updated at every quarter end at https://www.europaoil.com/investors/aim-rule-26/ | | | Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success | The Board recognises the following environmental and social issues as being particularly material to the company’s operations, success and good social citizenship: - Environmental Stewardship including carbon emissions, biodiversity and climate risk management, as well as decommissioning responsibilities and liabilities, and compliance with all environmental regulations. - Workforce health and safety - Responsibility to local communities - Maintaining open dialogue and providing accurate, timely and transparent reporting to Regulators and Government departments - Compliance with licence conditions - Maintaining robust anti-bribery practices Refer to p23 for information on stakeholder engagement, and refer to our ESG Report on p17 for more information on our focus and efforts in regards to social and environmental responsibilities. Regarding whistleblowing, refer to Principle 2 above. There was 1 RTA incident during the reporting period in which a company vehicle slid on black ice approaching one of our well sites. There were no injuries sustained to any person. The circumstances and proposed remedies were reviewed by the Board and enhanced safety measures put in place to minimise risk of reoccurrence. | | --- | **Principle 5:** Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation | The Board defines the nature and level of risks the group is willing to accept in achieving its strategic objectives and ensures that effective risk management internal control systems are in place. Our appetite for risk is driven by our commitment to delivering shareholder value through safe, efficient, and sustainable hydrocarbon exploration, appraisal and production, and the risks and challenges inherent in these activities. Of course, it is impossible to completely eradicate risk, and so our risk management systems are designed to provide reasonable, rather than absolute, assurance against material misstatement, loss and fraud. Key controls are regularly reviewed by both the Audit Committee and the Board for design and operational effectiveness and to seek to ensure compliance with all applicable laws and regulations. Such review is further enhanced through the annual external audit review. The Board is of the opinion that the systems and controls that are in place are effective, and any identified weaknesses or required enhancements are addressed through management oversight and action plans. We adopt a **balanced approach** to risk, pursuing high-reward opportunities in our technical field (exploration and appraisal) while maintaining a strict, **low-risk tolerance** regarding safety, regulatory compliance, and financial stability. **Category-Specific Appetite:** - **Health, Safety, and Environment (HSE):** We have **zero tolerance** for risks that could endanger our workforce, the public, or the environment. We operate within a stringent safety culture where all activities are preceded by comprehensive risk assessments. - **Operational & Technical:** We have a **moderate-to-high appetite** for geological and technical risk associated with exploration and appraisal, provided such risks are mitigated through rigorous technical review and peer-assisted analysis. - **Financial & Capital Structure:** We maintain a **low-to-moderate risk appetite** regarding our financial position. We prioritise financial sustainability, aiming to maintain sufficient liquidity to fund core projects and operational requirements. We are cautious regarding debt and exposure to volatile commodity pricing, utilising hedging strategies where deemed appropriate. - **Regulatory & Legal Compliance:** We have a **zero-tolerance** attitude towards non-compliance with legal, environmental, or AIM regulatory requirements. - **Reputation & Stakeholder Management:** We have a **low appetite** for risks that could damage our reputation or relationships with key stakeholders and local communities. The Board is of the opinion that this approach to the various categories of risk best supports the company's business model and strategic objectives by allowing us to pursue potentially high returns whilst minimise risk of loss due to controllable factors such as non-compliance or compromising workforce safety. | | --- | --- | --- | | The Risk Committee maintains a risk register for the Group that identifies key operational and financial risks, which is reviewed and updated at least every two months. All members of the Board are provided with a copy of the register, which includes a monitoring dashboard. During the reporting period, a number of additional risks have been added to the register in recognition of the impact on the company's risk profile of changes in the political landscape, global financial factors and the life-cycle stage of our assets. The Audit Committee monitors the integrity of the financial statements and related announcements, reviews the Company's internal control processes and risk management systems, and reports its conclusions to the Board. The committee regularly reviews the effectiveness of the Company's systems and risk management, and also considers the work of the external auditors and whether they should be recommended for reappointment on an annual basis. As part of our internal financial reporting procedures, specific financial risks including foreign currency, interest rates, liquidity and credit are evaluated in detail. All members of staff and contractors are provided with a handbook which includes sections on share dealing, bribery, social media use and whistleblowing. The handbook is updated and reissued regularly. | | --- | --- | | Principle 6: Establish and maintain the Board as a well-functioning, balanced team led by the chair | Each director is profiled on pages 32 and 33, where further information is also provided about the time commitment and skills maintenance expected of directors. See p24 for information on Board composition. Simon Ashby-Rudd and Eleanor Rowley are considered to be independent, whilst Bo Kroll is not by virtue of his shareholding in the company being greater than 3% on appointment. William Holland is the only executive director, being a full-time employee of the parent company. Key roles and responsibilities: The Board is of the opinion that it is appropriate that the company has a Senior Independent Director. Chairman – Bo Kroll - Responsible for leading the Board and ensuring that it operates effectively, observing the highest standards of corporate governance - Promotes balanced and effective decision-making, encourages constructive discussion and debate around the Board table and with the wider senior management team - Monitors and ensures that the members of the Board maintain and development the skills necessary to be an effective, contributing member of the Board - Promotes effective engagement between the Board, its shareholders and other stakeholders | --- # CEO – William Holland - Proposes group objectives and strategy Executes the group's strategy as agreed by the Board. - Ensures that the group's business is conducted with the highest standards of integrity aligned with the group's culture - Recommends and executes appropriate licence acquisition and disposal decisions, joint venture opportunities, and approves major work programmes. - Leads geographic diversification initiatives. - Identifies and executes new business opportunities outside current core activities. - Manages the Group's risk exposure in line with Board approved policies and risk appetite - Leads the group's investor relations activities # SID – Simon Ashby-Rudd - Works closely with the Chairman, acting as a sounding board and providing support. - Acts as an intermediary for other directors if and when necessary. - Provides an alternative channel of communication for shareholders and other stakeholders - Meets at least annually with the other non-executive without the Chairman present, to appraise the chairman's performance - Leads the planning process for Chairman succession # Company Secretary – Louise Armstrong - Advises the Directors on corporate governance and the discharge of their duties - Ensures the Board receives high-quality information in sufficient time to support informed decision-making - Organises all Board and committee meetings as well as the Annual General Meeting and any General Meetings - Is available to the Audit, Remuneration, Nominations, Strategy, ESG and Risk Committees as required. - Keeps accurate and timely minutes of meetings. - Updates Companies House records for the Company and its subsidiaries. The Board meets formally six times per year, with adhoc meetings or calls scheduled as deemed necessary by prevailing corporate activity at any point in time. See p24 for details of number of meetings and attendance during this reporting period. None of the NEDs hold any share options. There is no performance element to the remuneration of non-executive directors. The company deviates from QCA code guidance in that rather than require all directors to resign and seek re-elect every year, we instead comply with the company's Articles and require the resignation of one-third of all serving --- | | directors at each AGM. With such a small Board, this results in every director resigning and seeking re-election, if they so choose, every second year. We believe this gives our shareholders sufficient opportunity to vote on Board composition whilst providing governance stability. Any director having been appointed by the Board during the year leading up to the AGM and any director having served for more than six years will be proposed for re-election at the AGM in addition to those directors proposed by virtue of the one-third rotational practice. | | --- | --- | | Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities. | Directors keep their skills up to date by attending relevant industry conferences and Continued Professional Development events and courses, by reading industry publications and news and maintaining a strong industry network. Whilst the non-executive directors generally fund these activities themselves, the company supports them in these activities wherever possible and seeks opportunities to put them forward for relevant events. The Board is supported by a framework of Committees, as set out on p24 and reports from each of these Committees are set out on pages 34-35. Committee Terms of Reference are available at: http://www.europaoil.com/corporatedocuments.aspx During the reporting period, the Board and its Committees sought advice on matters of AIM Rule compliance from Grant Thornton LLP, the company's Nominated Adviser, and also sought advice from various external legal professionals, especially in relation to licence obligations and farm-in agreements. | | Principle 8: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement | In line with best practice and the recommendation of the QCA Code, a thorough review of Board performance and effectiveness is undertaken on an annual basis. This year the review was conducted internally by the Company Secretary, who produced a report and recommendation for the Board. Both the company's Nominated Adviser and the Broker were also consulted during this process. The review found that the Board continued to operate effectively, that it provides effective oversight of the business of the group, is well led and provides valuable counsel to management, whilst recommending some changes to the composition of the Committees in light of changes to the Board membership. These recommendations were all accepted and implemented. The performance review process is externally facilitated at least every three years by an independent provider. This was last undertaken in 2023 and so the 2026 review will be conducted by an external provider. Evaluation Cycle: 2024 – Internal review 2025 – Internal review 2026 – External review | --- | | Simon Ashby-Rudd, as SID, takes the lead on succession planning. The decision was taken in February 2025 to streamline the Board down to a membership of 4. The Board recognises that as a small Board the continuity of its directors and executive team is vital. Our succession planning process is proportional to our size, involving an annual review by the Board of key roles and assessing the likelihood of there being changes in the coming year. Given the tenure of the current Board members it is not considered time-critical that firm succession plans currently be in place but contingency plans are in place to cover unexpected absences. Consideration will be given to increasing the Board to enhance skills and further increase independent perspectives as Company growth demands. | | --- | --- | | Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture. | The Remuneration Committee is fully independent and is responsible for recommending to the Board remuneration structures and policies that are clear and in line with industry benchmarks, enable the company to attract and retain high quality talent, and especially for executive and senior staff are closely aligned with our strategic goals, target performance and corporate ethics. The Remuneration Committee also has the responsibility of producing an annual report of the Company's remuneration policy and practices which will form part of the Company's annual report which is put to Shareholders for approval at the annual general meeting of the Company Our reward philosophy is designed to drive high performance and reward the successful execution of our growth strategy, with total individual remuneration being linked to long-term performance through share-based incentives, ensuring sustainability. KPI Scorecards are set each year and these cover not only business performance goals, but also include ESG and corporate culture metrics. Remuneration is benchmarked to industry by independent external advisors on a periodic basis to ensure both that the company retains its valued employees and also that shareholders are receiving value for money. | | Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders | The Board is committed to maintaining an open dialogue with all stakeholders, including shareholders, employees, communities and regulators, to ensure a clear understanding of our strategy, business model, and performance. We communicate through a variety of media including the Annual Report, RNS announcements, the Annual General Meeting (AGM), and regular investor briefings. Historical reports and governance materials are made freely available on our website. The Company engages regularly with shareholders through investor roadshows and presentations, broker briefings, online presentations, one-to-one conversations with management, and by responding directly to shareholder enquiries via email. The Board receives regular updates on shareholder views from a number of sources, and these are considered at every Board meeting. The Board seeks to help shareholders understand the decisions it makes and the process taken by clearly answering questions posed and sharing transparent insights into decision making – such as via the publication of the Post Transaction report following the (post period) fundraising https://www.europaoil.com/wp-content/uploads/2026/03/PEG-Table-for-RNS.pdf Reports from each of the Board sub-Committees are included on pages 34-35. | --- # Board of directors The company now has a streamlined Board consisting of 4 Directors – 3 Non-Executive and 1 Executive Director. It is our view that this Board possesses the right balance and breadth of skills and experience to navigate a successful path forward and to deliver long-term and sustainable growth. All directors are contractually obliged to devote such time as is necessary for the proper performance of their duties including attendance at Board meetings, the AGM, and Board committee meetings. Each director bears responsibility for keeping their skills up to date, whilst the chairman has a core responsibility to address the development needs of the Board as a whole with a view to enhancing its overall effectiveness. Board effectiveness is reviewed on an annual basis, with such review undertaken by an independent external party approximately every 3 years. The Board and its committees call on external advisers where deemed necessary. The Nominated Adviser is consulted on matters of adherence to AIM regulations and MAR requirements and associated disclosures. The main internal advisory functions are that of Senior Independent Director (Simon Ashby-Rudd) and company secretary (Louise Armstrong). Bo Kroll, Non-Executive Chairman Appointed: Non-Executive Director December 2024; Chairman February 2025 Skills and experience: Bo started his career as a geophysical engineer working for Schlumberger and later moved on to Maersk Oil and Gas. However, he has spent most of his subsequent career, working as an entrepreneur who has founded and successfully built multiple companies. He recently retired as Chairman and CEO of SeeReal Technologies, a leading engineering and design house within the field of Holographic 3D Displays which has built a Holographic Display Patent Portfolio comprising more than 500 patents. Prior to this, he held board level roles at several data management companies. Notably, he was a significant early shareholder in ID Quantique, a leading quantum encryption company where he worked as Non-Executive Director and Chairman. Earlier, he co-founded IFX Group PLC, which provided financial information services on mobile terminals across Europe, Singapore and South Africa, and after nine years of rapid growth he successfully sold the business. He was also CEO of Boersinformation Telecom A/S where he renewed the data and software product line, doubled turnover, and then sold. Bo holds a Baccalaureate from Holte Gymnasium and a Master of Science from the Technical University of Denmark. External roles: n/a Committee memberships: ESG, Remuneration, Nomination, Strategy, and Technical. William Holland, CEO and Executive Director Appointed: Executive Director and Chief Financial Officer June 2022; Chief Executive Officer March 2023 Skills and experience: William has more than 30 years' experience within the upstream sector. He started as an engineer with Halliburton focused on North Sea and West Africa operations before moving into upstream banking at Macquarie Bank. From 2013 he ran a successful consulting business which advised energy companies on commercial, financial and M&A matters before joining Europa in a full-time capacity in 2022. William has significant experience in corporate acquisitions, establishing and growing small market capitalisation E&P companies, debt and equity financing, balance sheet restructuring and investor relations, much of which was gained working on upstream deals across Africa, the UK and Europe. This includes 4 years of upstream operational experience living in West Africa followed by over 15 years of investing in West African businesses and numerous M&A activities. He has an engineering degree from Warwick University and an MBA from Heriot-Watt University. Committee memberships: ESG, Nomination, Strategy (Chair), and Risk (Chair) --- # Simon Ashby-Rudd, Senior Independent Non-Executive Director Appointed: December 2023 Simon has over 35 years' experience within the upstream energy sector including investment banking roles at large financial institutions including Standard Bank where he was Global Head of Oil & Gas. He was the founding European partner at Tristone Capital, a leading UK boutique M&A and equity advisory firm ultimately acquired by Macquarie Bank. Simon has significant global experience in advising energy companies on corporate strategy and capital structuring and has spent much of his career focused on Europe and Africa. Simon holds a B.Sc in Economics from University College London. External roles: Chairman DeepTech Recycling Limited, NED Prospex Energy PLC Committee memberships: Audit (Chair), ESG, Remuneration, Nomination (Chair), and Strategy. # Dr. Eleanor Rowley, Non-Executive Director Eleanor joined the board in April 2024 and has extensive experience in the upstream energy sector working as a geoscientist in both exploration and development projects. She is a proven hydrocarbon finder who has been responsible for multiple impactful discoveries in India, Cyprus, the Middle East and North Africa, and has been responsible for evaluating exploration and appraisal opportunities across multiple jurisdictions including sub-Saharan Africa. Eleanor is currently Managing Director at Capricorn Egypt Ltd an LSE listed oil and gas producer with operations in Egypt, where she is overseeing operating and development expenditure in the range of US$250m across 2025-2026 and annual net production of >20 kboed. Prior to that, she held senior executive positions with supermajors as well as midsize and small E&P companies in multiple geographies, including a period as Vice President Exploration (MENA & Caspian Southern Europe) at TotalEnergies where she was responsible for the region's exploration and appraisal projects, new business development strategy, and evaluation of discovered resource opportunities. Eleanor holds a BA in Earth Science from Oxford University and a PhD in Geophysics from Cambridge University. External roles: Managing Director, Capricorn Energy (Egypt) Committee memberships: Remuneration (Chair), ESG (Chair), Technical (Chair), Audit, and Strategy. --- # Committee reports Committee Terms of Reference are available at: http://www.europaoil.com/corporatedocuments.aspx # Audit Committee Report The Audit Committee meets at least twice a year, met 4 times in this reporting period and is chaired by Simon Ashby-Rudd with Eleanor Rowley as the other member. During the period: The Committee recommended the accounting reference date be changed to 31 December, in order to: - Be more in line with common practice of peer oil & gas companies, thereby allowing easier comparability - Align more closely with project work programmes and budgets of non-operated interests The committee has reviewed: The internal financial control systems and other internal control and risk management systems; - The statements included in the Annual Report concerning internal controls, risk management and the going concern statement; The carrying values of producing and intangible assets; - The adequacy and security of the Company's arrangements for its employees and contractors to raise concerns about possible wrongdoing in financial reporting or other matters; The procedures for detecting fraud; The systems and controls for the prevention of bribery; - The need for an internal audit function and determined that at this stage, due to the Company's size and scale, an internal audit function is not required. The Committee has overseen the relationship the external auditors, including: - Approved the remuneration for audit and non-audit services; Approved the terms of engagement and the scope of the audit; Satisfied itself that there are no relationships between the auditor and the Company which would adversely affect the auditor's independence and objectivity; - Monitored the auditor's processes for maintaining independence, its compliance with relevant UK law, regulation, other professional requirements and ethical standards, including guidance on the rotation of audit partner and staff; - Assessed the qualifications, expertise, resources, and independence of the external auditor and the effectiveness of the external audit process; - Evaluated the risks to the quality and effectiveness of the financial reporting process in the light of the external auditor's communications with the Committee; - Met with the external auditor without management present, to discuss the auditor's remit and any issues arising from the audit; - Discussed with the external auditor factors that could affect audit quality and reviewed and approved the annual audit plan, ensuring its consistency with the scope of the audit engagement, having regard to the seniority, expertise and experience of the audit team. The Committee reviewed the findings of the audit with the external auditor, including: - A discussion of issues which arose during the audit, including any errors identified, and the auditor's explanation of how the risks to audit quality were addressed; --- Key accounting and audit judgements; The auditor's view of their interactions with senior management; - A review of any representation letters requested by the external auditor before they were signed by management; - A review of the management letter and management's response to the auditor's findings and recommendations; - A review of the effectiveness of the audit process, including an assessment of the quality of the audit, the handling of key judgements by the auditor, and the auditor's response to questions from the Committee. Simon Ashby-Rudd Audit Committee Chair # Remuneration Committee Report The Remuneration Committee reviews the scale and structure of the executive and other employee remuneration and the terms of their service contracts. Remuneration and terms and conditions of appointment of the non-executive directors are set by the Board. Eleanor Rowley chairs the committee whilst Simon Ashby-Rudd and Bo Kroll are the other members. The Remuneration Committee met three times in this reporting period. In setting the remuneration for the executive directors and key staff, the Committee references published remuneration data for other AIM oil and gas companies of a similar market capitalisation and periodically appoints external advisors, seeking to ensure that remuneration is broadly comparable to peers in other similarly sized organisations. During this reporting period: There were no changes to remuneration policy, pension rights or any compensation payments. - A rigorous benchmarking analysis of remuneration policies and packages amongst comparable AIM listed Oil & Gas companies was undertaken. Changes to pay in line with inflation were made across the Company and Group. - An award under the executive bonus scheme was made in respect of the 2024 calendar year. To conserve cash, this award was made by the issue of EMI share options and new ordinary shares following shareholder approval at the 2025 AGM. - A bonus scheme was also in place in respect of the 2025 calendar year and a scheme for the year commencing \(1^{\text{st}}\) January 2026 has now also been put in place following the setting of KPIs approved by the Remuneration Committee. - The only options issued under the Company's EMI Option Share Plan during this reporting period were those referenced above - issued in lieu of cash bonus to the CEO. This LTIP is only available to employees, and not to non-executive directors. - No non-executive directors currently hold any options in the Company's stock, and no element of non-executive directors' remuneration is performance linked. Directors' remuneration is set out in Note 4 of the financial statements. Eleanor Rowley Remuneration Committee Chair --- # Nominations Committee Report The Nominations Committee reviews the size, structure and composition of the Board and considers succession planning. The committee identifies and nominates candidates to fill Board vacancies for approval by the Board. Simon Ashby-Rudd chairs the committee. Bo Kroll and William Holland are members. The Nominations Committee met once in the year and discussed and recommended: That Bo Kroll be appointed to the Board as a NED. - That Bo Kroll should succeed Brian O'Cathain (BOC) as Chairman of the Board when BOC retires. At this time of passing these resolutions, the Committee was chaired by Brian O'Cathain, with Simon Ashby-Rudd and William Holland as members. Simon Ashby-Rudd Nominations Committee Chair # Strategy Committee Report The Strategy Committee reviews the Company's progress in realising its strategic objectives, and reviews opportunities, initiatives, alliances and potential mergers. William Holland chairs the Committee. Bo Kroll, Simon Ashby-Rudd and Eleanor Rowley are members. The Strategy Committee last sat in March 2026 (post period) and determined that the group's strategic priorities at this point in time should be: - progressing EG-08 to drill and test the prospect cost-benefit analysis of workovers at Crosby Warren and West Firsby working with our partners to progress the development of Wressle continuing to champion the importance of domestic gas supply to the energy security of Ireland continue to seek new venture opportunities within its financial means and especially look at opportunities where we can leverage our expertise in return for an interest, and in this regard continue to focus on West Africa. William Holland Strategy Committee Chair # ESG Committee Report The ESG Committee reviews the ESG policies and initiatives, ensuring they remain effective and up to date, along with ensuring compliance with legal and regulatory requirements including corporate governance principles and industry standards. The Board has adopted a precautionary approach to ESG, identifying and assessing the potential risks and impacts of our operations on the world around us at all stages of a project, and the oversight of this lies with the ESG Committee. The ESG Committee is chaired by Eleanor Rowley, with Bo Kroll, Simon Ashby-Rudd and William Holland as members, and their oversight remit covers the 3 elements of ESG: Environment - The Board is committed to ensuring that the environmental impacts of its activities understood, monitored and appropriately managed and that the Company is regarded as a good steward of hydrocarbon resources. As such the ESG Committee considers how the Company can actively reduce greenhouse gas emissions and energy consumption in its activities. --- Social - The committee considers the Company's interactions with employees and all other stakeholders to ensure that these relationships are being appropriately considered and managed. Governance - The ESG Committee is responsible for ensuring that appropriate governance policies are in place to ensure that the Company is following best practice. All relevant policies relating to ESG are reviewed by the committee and where the committee identifies weaknesses or opportunities for improvement, it delivers recommendations to the Board. In 2024/5 - Reviewed the Company's materiality matrix, finding that it remained appropriate - Committed to continue data collection processes - Reviewed metric & emissions targets - Reviewed material for the website Eleanor Rowley ESG Committee Chair ## Risk Committee Report The Risk Committee meets six times per year to review identified business risk factors, any changes in the risk environment and to ensure that appropriate mitigations are in place. William Holland is Chair of the Risk Committee, and Alastair Stuart is a member. Though Alastair no longer sits on the Board of the parent company, he remains a director of the subsidiaries and as COO plays a critical role in identifying, monitoring and proposing mitigations to the group's risks. Specific risks considered are weighted with respect to probability of occurrence and severity of business disruption in case of occurrence. The Risk Committee reports their bi-monthly determinations to the Board. William Holland Risk Committee Chair ## Technical Committee Report The Technical Committee was established in March 2026 and meets at least four times a year to assist the Board in fulfilling its oversight responsibilities in relation to: - Exploration - Appraisal and development activities - Production operations - Subsurface evaluation - Health, safety and operational integrity - Reserves and resources governance - Decommissioning and abandonment obligations - Oversight of the Technical Assurance Process Eleanor Rowley is Chair of the Technical Committee, and Alastair Stuart and Bo Kroll are members. Though Alastair no longer sits on the Board of the parent company, he remains a director of the subsidiaries and as COO plays a critical role in running the operating activities of the Group. The Technical Committee reports their determinations to the Board. Eleanor Rowley Technical Committee Chair --- # Directors' report ## Business review A detailed review of the Group's business is set out in the Chairman's statement and Our strategy. The Company changed its accounting reference date from 31 July to 31 December. As a result, this full annual report covers the 17-month period ending 31 December 2025. The comparative figures are presented for the 12 months ended 31 July 2024. ## Future developments Details of expected future developments for the Group are set out in the Chairman's statement and Our strategy. ## Dividends The directors do not recommend the payment of a dividend (2024: £nil). ## Directors and their interests The directors' interests in the share capital of the Company at 31 December 2025 and 31 July 2024 were: | | Number of ordinary shares | | Number of ordinary share options | | | --- | --- | --- | --- | --- | | | 31 Dec 2025 | 31 Jul 2024 | 31 Dec 2025 | 31 Jul 2024 | | W Holland | 8,665,711 | 5,023,316 | 25,599,840 | 20,000,000 | | E Rowley | - | - | - | - | | S Ashby-Rudd | - | - | - | - | | B Kroll | 67,751,502 | N/A | - | N/A | | Previous directors: | | | | | | BJ O'Cathain | N/A | 1,467,948 | N/A | - | | AM Stuart | N/A | 710,000 | N/A | 15,000,000 | Details of the vesting conditions of the directors' stock options are included in Note 22. ## Directors' interests in transactions No director had, during the year or at the end of the year, other than disclosed above, a material interest in any contract in relation to the Group's activities except in respect of service agreements. Subject to the conditions set out in the Companies Act 2006, the Company has arranged appropriate directors' and officers' insurance to indemnify the directors against liability in respect of proceedings brought by third parties. Such provisions remain in force at the date of this report. ## Significant shareholdings Significant direct and indirect interests in the issued share capital of the Company above 3% are shown in this report under the Chairman's Introduction to Governance and also available and updated quarterly at https://www.europaoil.com/investors/aim-rule-26/. ## Financial instruments See Note 1 and Note 23 to the financial statements. ## Related party transactions See Note 26 to the financial statements. ## Post reporting date events See Note 27 to the financial statements. ## Capital structure and going concern Further details on the Group's capital structure are included in Note 21. Comments on going concern are included in note 1. --- ### Accounting policies A full list of accounting policies is set out in Note 1 to the financial statements. No new accounting standards were adopted in the period. ### Disclosure of information to the auditor In the case of each person who was a director at the time this report was approved: - So far as that director was aware there was no relevant available information of which the Company's auditor was unaware; and - That director had taken all necessary steps to make themselves aware of any relevant audit information, and to establish that the Company's auditor was aware of that information. ### Auditor PKF Littlejohn LLP was reappointed as the auditor of the Company at the Annual General Meeting that was held on 30 December 2025 and a resolution to reappoint PKF Littlejohn LLP as auditors for the period through to the end of the Company's 2027 AGM will be proposed at the Company's 2026 Annual General Meeting. On behalf of the Board William Holland CEO 26 May 2026 --- # Statement of directors' responsibilities The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the Group and Company financial statements in accordance with UK adopted International Accounting Standards. Under Company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that year. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on AIM. In preparing these consolidated financial statements, the directors are required to: - Select suitable accounting policies and then apply them consistently; - Make judgements and accounting estimates that are reasonable and prudent; - State whether they have been prepared in accordance with UK adopted International Accounting Standards, subject to any material departures disclosed and explained in the financial statements; - Prepare the Strategic Report and Directors' Report which comply with the requirements of the Companies Act 2006; and - Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. ## Website publication The directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the directors. The directors' responsibility also extends to the ongoing integrity of the financial statements contained therein. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. --- # Independent Auditor's Report to the members of Europa Oil & Gas (Holdings) PLC ## Opinion We have audited the financial statements of Europa Oil & Gas (Holdings) PLC (the 'parent company') and its subsidiaries (the 'group') for the 17-month period ended 31 December 2025 which comprise the consolidated statement of comprehensive income, the consolidated and parent company statements of financial position, the consolidated and parent company statements of changes in equity, the consolidated and parent company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. In our opinion: - the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2025 and of the group's loss for the period then ended; - the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; - the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and - the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. ## Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. ## 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 parent company's ability to continue to adopt the going concern basis of accounting included a review of budgets for the period of 12 months from the date of approval of the financial statements, including checking the mathematical accuracy of the budgets, discussion of significant assumptions used by management, and comparing these with current year and post year end performance, including assessment of revenues against production forecast, committed cash outflows including capital expenditure. We have also performed sensitivity analysis on the forecasts provided, flexing prices and costs for the foreseeable future, as well as assessing management's ability to accurately forecast by comparing prior year forecasts against actuals. In addition to this, we have also reviewed the latest available post year end management accounts, bank statements, regulatory announcements, board minutes and assessed external industry wide factors which might affect the group and the parent company. 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 or parent 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. --- Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. ## Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. At the planning stage, materiality is used to determine the financial statement areas that are included within the scope of our audit and the extent of sample sizes during the audit. We consider total assets to be the most significant determinant of the group's financial position and performance used by shareholders, with the key financial statement balances being exploration assets and producing assets. The ability of the group to continue as a going concern depends on its means of funding operations going forward, as well as on the valuation of its assets, which represent the underlying value of the group. Materiality for the financial statements as a whole was £150,000 (2024: £146,000) based on a benchmark of 2% (2024: 1.5%) of total assets. The same calculation basis was used for the components of the group, with the parent company materiality set at £142,500 (2024: £145,900) and for the remaining components between £22,100 and £113,800 (2024: £18,000; £145,900). Performance materiality for the group and its components was set at 70% (2024: 70%) of the overall materiality figure, as determined from our risk assessment for 2025, being £105,000, £99,750 and £15,500 to £79,700 for the group, parent company and remaining components respectively (2024: £102,200, £102,130 and £12,600 to £102,130). We agreed with the audit and risk committee that we would report to the committee all audit differences identified during the course of our audit in excess of £7,520 (2024: £7,300) for the group as well as differences below these thresholds that, in our view, warranted reporting on qualitative grounds. ## Our approach to the audit Our audit is risk based and is designed to focus our efforts on the areas at greatest risk of material misstatement, aspects subject to significant management judgement as well as greatest complexity, risk and size. As part of designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently uncertain. We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. The scope of our audit was based on the significance of component's operations and materiality. Each component was assessed as to whether they were significant or not to the group by either their size or risk, and it was concluded all trading components were subject to a full audit. All audit work was conducted by the group audit team in London. ## Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. | Key Audit Matter | How our scope addressed this matter | | --- | --- | | Carrying value of Property, Plant and Equipment ("PPE") – Note 12 | Our work in this area included: | --- | There is a risk that the carrying value of the group's Oil & Gas assets are overstated at the period end as it is one of the material balances in the financial statements. This is considered to be a key audit matter due to the significant judgement and estimates involved in assessing whether any impairment has arisen at the year end, or whether conditions exist that would require the reversal of a previously recognised impairment, and in quantifying any such impairment. The volatile nature of long-term oil prices give rise to an increased risk, especially in the circumstances of the group being its key source of revenue and cash generation. During the 17-month reporting period, Brent crude prices experienced weakness, which increased impairment risk at the reporting date. While oil prices have increased subsequent to the reporting period, these movements represent post-year-end conditions and would not be reflected in the assessment of asset carrying values at the balance sheet date. Changes in macroeconomic factors would increase the risk of inappropriate interest and discount rates used as working assumptions in the value in use calculation of the producing assets, thus inflating the value of the assets. These changes include the energy crisis driven by Russia's invasion on Ukraine, the war in the Middle East and the current Labour government who wish to minimise new exploration activities in the interest of net-zero goals. | - An assessment of the process used by management to derive their internal Reserves and Contingent Resources estimates and associated production profiles for each of the four scenarios, being; Low Case Oil Rates, Mid Case Oil Rates, High Case Oil Rates, Simulation Oil Rates; - A review of management's internal production forecasts to the CPR and assessing the appropriateness of any differences which arise; - A review of management's impairment review/net present value workings including oil price assumptions against readily available market data and trends (such as Platts price data) in order to challenge the validity of forecasted prices. In addition, consideration of external market factors and the impact on the valuation of the oil and gas assets held, such as the energy transition, demand and climate change; - Involving PKF internal valuation experts to independently develop a reasonable range of discount rates for the assets and compare to the discount rate applied by management; - An assessment of any further key management assumptions by reference to third party information, our knowledge of the group and industry and a comparison of budgeted/forecast performance against actual results; - Verifying the existence of a sample of asset additions and confirm appropriate classification in line with UK-adopted IAS; and - An assessment of whether management's presentation and disclosures relating to estimation uncertainty and PPE balances are adequate. | | --- | --- | | Carrying value of Exploration and Evaluation ('E&E') assets – Note 11 The group has intangible assets in relation to capitalised exploration costs in respect of the licenses held. There is the risk that the asset is overstated as a result of additions being incorrectly capitalised though not meeting the criteria as per IFRS 6 – Exploration for and Evaluation of Mineral Resources and indicators of impairment may exist as at 31 December 2025 which would trigger the need for an impairment assessment under IAS 36. Particularly for early-stage exploration projects where the calculation of recoverable amount via value in use calculations is not possible, management's assessment of impairment under IFRS 6 requires estimation and judgement. This is therefore considered to be a key audit matter due to the significant judgement and | Our work in this area included: - Substantive testing of a sample of exploration and evaluation expenditures to assess their eligibility for capitalisation under the groups accounting policy by corroborating to original source documentation; - Confirmation that the entity holds good title to the relevant licence areas for the period under review; - Making enquiries of management regarding future plans for each project including obtaining cashflow projections where necessary and corroborating to minimum spend requirements attached to licences, where appropriate; - Considering whether there are indications of impairment on a project-by-project basis in accordance with IFRS 6 criteria; | --- | estimates involved in assessing whether any indicators of impairment have arisen at the year end, and in quantifying any potential impairment. | - Assessing the farm-out agreements in place, its accounting and disclosures; - Reviewing management's impairment assessment and latest Competent Person's report for indicators of impairment in respect of the carrying value of intangible assets and providing challenge thereto and corroborating any key assumptions used; and - Ensuring disclosures made in the financial statements in relation to critical accounting estimates and judgements are adequate and in line with our understanding of the Group and its activities and whether management's presentation and disclosures relating to estimation uncertainty and E&E balances are adequate. | | --- | --- | | Carrying value of investments in subsidiaries and recoverability of intragroup balances (Company only) – Note 13b, 15 Investments in intercompany balances at the period end represent a material asset on the Company's balance sheet. Recoverability depends on management's assumptions regarding the future performance of subsidiaries which is in turn dependent on the market conditions and performance of the group. There is the risk that these intercompany balances may not be recoverable and may be impaired. This is therefore considered to be a key audit matter due to the significant judgement and estimates involved in assessing whether any indicators of impairment has arisen at the year end, and in quantifying any potential impairment. | Our work in this area included: - A review of management's impairment assessment of investments held, testing key inputs to supporting documentation and challenging key inputs and estimates included therein; - Agreeing investment holdings to underlying documentation to support current ownership; - An assessment of the net asset values of the counterparty of which the loan is held; - Reconciling the intercompany balances to the intercompany matrix and respective audited trial balances; and - A review of the implication of IFRS 9 and expected credit loss provisioning on the intercompany balances and ensuring adequate disclosure in the financial statements. | | Carrying value of investments in Joint Venture – Note 13a The Group holds an investment in a joint venture which represents a material balance in the financial statements. The recoverability of the investment depends on the underlying performance, asset development progress, funding position, and future prospects of the joint venture, as well as wider market and economic conditions affecting the oil and gas sector. There is a risk that the carrying value of the joint venture investment is not recoverable and may require impairment. Assessment of impairment under IAS 28 and IAS 36 involves significant management judgement, including the identification of impairment indicators and estimation of recoverable amount where indicators exist. This is therefore considered to be a key audit matter due to the materiality of the balance | Our work in this area included: - Reviewing management's impairment assessment of the joint venture investment, testing key inputs to supporting documentation and challenging significant assumptions and judgements applied; - Agreeing the carrying value of the joint venture investment to underlying documentation to confirm ownership and terms of the investment; - Assessing the financial position and net asset value of the joint venture using available financial information; - Evaluating management's assessment of impairment indicators in accordance with IAS 28 and IAS 36; - Challenging key assumptions regarding future performance, funding arrangements, project progress and market conditions relevant to the joint venture; | --- | and the significant judgement and estimates involved in assessing whether impairment has arisen and, if so, in quantifying any required impairment adjustment at the reporting date. | - Considering whether any impairment has been appropriately recognised or reversed in the period; and - Assessing the adequacy of financial statement disclosures relating to the joint venture investment, including significant judgements and sources of estimation uncertainty. | | --- | --- | ### 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 group and parent company 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. ### Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: - the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and - the strategic report and the directors' report have been prepared in accordance with applicable legal requirements. ### Matters on which we are required to report by exception In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit. ### Responsibilities of directors As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the group and parent company 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 group and parent company financial statements, the directors are responsible for assessing the group and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. # Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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: - We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, and our experience of the sector. - We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from: Companies Act 2006 (UK) Control of Major Accident Hazards Regulations Anti Money Laundering Legislation UK-adopted IAS AIM listing rules QCA Corporate Governance Code o Bribery Act o Local tax and employment law where each member of the group operates - We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to: Making enquiries of management Reviewing Board minutes Reviewing Regulatory News Services announcements Reviewing legal expenses - We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls and the matters described in the Key Audit Matters section above, the potential for management bias in relation to the accuracy and cut-off of revenue recognition. We addressed this risk through challenging assumptions and judgements made by management when auditing these significant accounting estimates and our substantive audit procedures performed. - As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. --- Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. # 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 we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Nicholas Joel (Senior Statutory Auditor) For and on behalf of PKF Littlejohn LLP Statutory Auditor 30 Churchill Place Canary Wharf London E14 5RE 26 May 2026 --- Europa Oil & Gas (Holdings) PLC # Consolidated statement of comprehensive income For the 17-month period ended 31 December 2025 | | Note | 17 months ended 31 December 2025 £000 | Year ended 31 July 2024 £000 | | --- | --- | --- | --- | | Continuing operations | | | | | Revenue | 2 | 3,908 | 3,566 | | *Cost of sales* | 2 | (3,293) | (3,117) | | *Impairment of producing fields* | 12 | (323) | (189) | | Total cost of sales | | (3,616) | (3,306) | | **Gross profit** | | **292** | **260** | | Exploration impairment | 11 | - | (4,968) | | Profit on disposal of license interest | 9 | 170 | - | | Administrative expenses | | (2,446) | (1,855) | | Share of loss from associate | | (16) | (2) | | Finance income | 6 | 9 | 223 | | Finance expense | 7 | (746) | (439) | | **Loss before taxation** | 3 | **(2,737)** | **(6,781)** | | Taxation expense | 8 | - | - | | **Loss for the year** | | **(2,737)** | **(6,781)** | | **Other comprehensive loss** | | | | | Items which may be reclassified to loss | | | | | Exchange differences on translation of foreign operations | | (105) | (17) | | **Total other comprehensive loss** | | **(105)** | **(17)** | | **Total comprehensive loss for the year attributable to the equity shareholders of the parent** | | **(2,842)** | **(6,798)** | | **Loss per share (LPS) attributable to the equity shareholders of the parent from continuing operations** | Note | **Pence per share** | **Pence per share** | | Basic LPS | 10 | (0.29)p | (0.71)p | | Diluted LPS | | (0.29)p | (0.71)p | --- Europa Oil & Gas (Holdings) PLC # Consolidated statement of financial position For the 17-month period ended 31 December 2025 | | Note | At 31 December 2025 £000 | At 31 July 2024 £000 | | --- | --- | --- | --- | | **Assets** | | | | | **Non-current assets** | | | | | Intangible assets | 11 | 3,062 | 2,664 | | Property, plant and equipment | 12 | 1,241 | 1,928 | | Investments in joint ventures | 13a | 2,285 | 2,406 | | **Total non-current assets** | | **6,588** | **6,998** | | **Current assets** | | | | | Inventories | 14 | 13 | 9 | | Trade and other receivables | 15 | 650 | 1,309 | | Cash and cash equivalents | | 294 | 1,463 | | **Total current assets** | | **957** | **2,781** | | **Total assets** | | **7,545** | **9,779** | | **Liabilities** | | | | | **Current liabilities** | | | | | Financial liabilities designated at fair value through profit and loss | 16 | (155) | - | | Trade and other payables | 17 | (929) | (1,387) | | **Total current liabilities** | | **(1,084)** | **(1,387)** | | **Non-current liabilities** | | | | | Financial liabilities designated at fair value through profit and loss | 16 | (139) | - | | Trade and other payables | 17 | - | (6) | | Long-term provisions | 20 | (5,199) | (4,607) | | **Total non-current liabilities** | | **(5,338)** | **(4,613)** | | **Total liabilities** | | **(6,422)** | **(6,000)** | | **Net assets** | | **1,123** | **3,779** | | Capital and reserves attributable to equity holders of the parent | | | | | Share capital | 21 | 9,592 | 9,592 | | Share premium | 21 | 23,682 | 23,682 | | Merger reserve | 21 | 2,868 | 2,868 | | Foreign currency translation reserve | 21 | (122) | (17) | | Retained deficit | | (34,897) | (32,346) | | **Total equity** | | **1,123** | **3,779** | These financial statements were approved by the board of directors and authorised for issue on 26 May 2026 and signed on its behalf by Will Holland, CEO Company registration number 05217946 The accompanying notes form part of these financial statements. --- Europa Oil & Gas (Holdings) PLC # Consolidated statement of changes in equity Attributable to the equity holders of the parent | | Share capital £000 | Share premium £000 | Merger reserve £000 | FCTR £000 | Retained deficit £000 | Total equity £000 | | --- | --- | --- | --- | --- | --- | --- | | **Balance at 1 August 2023** | 9,592 | 23,682 | 2,868 | - | (25,663) | 10,479 | | **Comprehensive loss for the year** | | | | | | | | Loss for the year attributable to the equity shareholders of the parent | - | - | - | - | (6,781) | (6,781) | | Other comprehensive profit attributable to the equity shareholders of the parent | - | - | - | (17) | - | (17) | | **Total comprehensive loss for the year** | - | - | - | (17) | (6,781) | (6,798) | | **Contributions by and distributions to owners** | | | | | | | | Share-based payments (note 22) | - | - | - | - | 98 | 98 | | **Total contributions by and distributions to owners** | - | - | - | - | 98 | 98 | | **Balance at 31 July 2024** | 9,592 | 23,682 | 2,868 | (17) | (32,346) | 3,779 | | | | | | | | | | | Share capital £000 | Share premium £000 | Merger reserve £000 | FCTR £000 | Retained deficit £000 | Total equity £000 | | **Balance at 1 August 2024** | 9,592 | 23,682 | 2,868 | (17) | (32,346) | 3,779 | | **Comprehensive loss for the year** | | | | | | | | Loss for the period attributable to the equity shareholders of the parent | - | - | - | - | (2,737) | (2,737) | | Other comprehensive loss attributable to the equity shareholders of the parent | - | - | - | (105) | - | (105) | | **Total comprehensive loss for the period** | - | - | - | (105) | (2,737) | (2,842) | | **Contributions by and distributions to owners** | | | | | | | | Share-based payments (Note 22) | - | - | - | - | 186 | 186 | | **Total contributions by and distributions to owners** | - | - | - | - | 186 | 186 | | **Balance at 31 December 2025** | 9,592 | 23,682 | 2,868 | (122) | (34,897) | 1,123 | The accompanying notes form part of these financial statements. --- Europa Oil & Gas (Holdings) PLC # Company statement of financial position For the 17-month period ended 31 December 2025 | | Note | At 31 December 2025 £000 | At 31 July 2024 £000 | | --- | --- | --- | --- | | **Assets** | | | | | **Non-current assets** | | | | | Property, plant and equipment | 12 | 9 | 37 | | Investments | 13b | 354 | 2,343 | | Investments in joint ventures | 13a | 2,425 | 2,425 | | Amounts due from Group companies | 15,23 | 557 | 5,502 | | **Total non-current assets** | | **3,345** | **10,307** | | **Current assets** | | | | | Other receivables | 15 | 289 | 236 | | Cash and cash equivalents | | 98 | 164 | | **Total current assets** | | **387** | **400** | | **Total assets** | | **3,732** | **10,707** | | **Liabilities** | | | | | **Current liabilities** | | | | | Trade and other payables | 17 | (697) | (436) | | **Total current liabilities** | | **(697)** | **(436)** | | Trade and other payables | 17 | - | (6) | | **Total non-current liabilities** | | **-** | **(6)** | | **Total liabilities** | | **(697)** | **(442)** | | **Net assets** | | **3,035** | **10,265** | | Capital and reserves attributable to equity holders of the parent | | | | | Share capital | 21 | 9,592 | 9,592 | | Share premium | 21 | 23,682 | 23,682 | | Merger reserve | 21 | 2,868 | 2,868 | | Retained deficit | | (33,107) | (25,877) | | **Total equity** | | **3,035** | **10,265** | The Company has taken advantage of the exemption provided under Section 408 of the Companies Act 2006 not to publish its individual statement of comprehensive income and related notes. The loss dealt with in the financial statements of the parent Company is £7,416,000 (2024: £14,356,000). These financial statements were approved by the board of directors and authorised for issue on 26 May 2026, and signed on its behalf by: Company registration number 05217946 The accompanying notes form part of these financial statements. --- Europa Oil & Gas (Holdings) PLC # Company statement of changes in equity | | Share capital £000 | Share premium £000 | Merger reserve £000 | Retained deficit £000 | Total equity £000 | | --- | --- | --- | --- | --- | --- | | Balance at 1 August 2023 originally stated | 9,592 | 23,682 | 2,868 | (11,619) | 24,523 | | Comprehensive loss for the year | | | | | | | Loss for the year attributable to the equity shareholders of the parent | - | - | - | (14,356) | (14,356) | | Total comprehensive loss for the year | - | - | - | (14,356) | (14,356) | | Contributions by and distributions to owners | | | | | | | Share-based payments (Note 22) | - | - | - | 98 | 98 | | Total contributions by and distributions to owners | - | - | - | 98 | 98 | | Balance at 31 July 2024 | 9,592 | 23,682 | 2,868 | (25,877) | 10,265 | | | | | | | | | | Share capital £000 | Share premium £000 | Merger reserve £000 | Retained deficit £000 | Total equity £000 | | Balance at 1 August 2024 originally stated | 9,592 | 23,682 | 2,868 | (25,877) | 10,265 | | Comprehensive loss for the year | | | | | | | Loss for the period attributable to the equity shareholders of the parent | - | - | - | (7,416) | (7,416) | | Total comprehensive loss for the period | - | - | - | (7,416) | (7,416) | | Contributions by and distributions to owners | | | | | | | Share-based payments (Note 22) | - | - | - | 186 | 186 | | Total contributions by and distributions to owners | - | - | - | 186 | 186 | | Balance at 31 December 2025 | 9,592 | 23,682 | 2,868 | (33,107) | 3,035 | The accompanying notes form part of these financial statements --- Europa Oil & Gas (Holdings) PLC # Consolidated statement of cash flows For the 17-month period ended 31 December 2025 | | Note | 17 months ended 31 December 2025 £000 | Year ended 31 July 2024 £000 | | --- | --- | --- | --- | | Cash flows used in operating activities | | | | | Loss after tax from continuing operations | | (2,737) | (6,781) | | Adjustments for: | | | | | Share-based payments | 22 | 186 | 98 | | Depreciation | 12 | 854 | 781 | | Impairment of producing field | 12 | 323 | 189 | | Exploration impairment | 11 | - | 4,968 | | Share of loss from joint venture | | 16 | 2 | | Profit on disposal of license interest | 9 | (170) | - | | Finance income | | (9) | (223) | | Finance expense | 7 | 746 | 439 | | Decrease/(increase) in trade and other receivables | | 328 | (416) | | (Increase) /decrease in inventories | | (4) | 10 | | Increase in trade and other payables | | 305 | 320 | | **Net cash used in operating activities** | | **(162)** | **(613)** | | Cash flows used in investing activities | | | | | Purchase of property, plant and equipment | | (551) | (679) | | Purchase of intangible assets | | (398) | (486) | | Investment in joint venture | 13 | (287) | (2,138) | | Proceeds on disposal of licence interest | 9 | 28 | - | | **Net cash used in investing activities** | | **(1,208)** | **(3,303)** | | Cash flows from / (used in) financing activities | | | | | Proceeds from Revenue Swap Agreement liability | 16 | 370 | - | | Repayment of Revenue Swap Agreement liability | 16 | (102) | - | | Lease liability payments | | (8) | (7) | | Lease liability interest payments | | - | (1) | | Finance costs | | (19) | (1) | | **Net cash generated from / (used in) financing activities** | | **241** | **(9)** | | **Net decrease in cash and cash equivalents** | | **(1,129)** | **(3,925)** | | Exchange (loss) / gain on cash and cash equivalents | | (40) | 223 | | Cash and cash equivalents at beginning of year | | 1,463 | 5,165 | | **Cash and cash equivalents at end of year** | | **294** | **1,463** | The accompanying notes form part of these financial statements. --- Europa Oil & Gas (Holdings) PLC # Company statement of cash flows For the 17-month period ended 31 December 2025 | | Note | 17 months ended 31 December 2025 £000 | Year ended 31 July 2024 £000 | | --- | --- | --- | --- | | Cash flows used in operating activities | | | | | Loss after tax from continuing operations | | (7,416) | (14,356) | | Adjustments for: | | | | | Share-based payments | 22 | 186 | 98 | | Depreciation | 12 | 34 | 26 | | Movement in intercompany loan provision | 23 | 6,701 | 15,567 | | Impairment of investment in subsidiaries | 13b | 1,989 | - | | Finance income | | (2,915) | (2,333) | | Finance expense | | 1 | 1 | | Increase in trade and other receivables | | (52) | (105) | | Increase / (decrease) in trade and other payables | | 549 | (101) | | **Net cash used in operating activities** | | **(923)** | **(1,203)** | | Cash flows from investing activities | | | | | Purchase of property, plant and equipment | | (6) | (14) | | Investment in joint venture | | (287) | (2,138) | | Movement on loans to Group companies | | 1,159 | 3,407 | | **Net cash flows generated from investing activities** | | **866** | **1,255** | | Cash flows used in financing activities | | | | | Lease liability principal payment | | (8) | (7) | | Lease liability interest payment | | - | (1) | | Finance costs | | (1) | (1) | | **Net cash used in financing activities** | | **(9)** | **(9)** | | Net (decrease) / increase in cash and cash equivalents | | (66) | 43 | | **Cash and cash equivalents at beginning of year** | | **164** | **121** | | **Cash and cash equivalents at end of year** | | **98** | **164** | The accompanying notes form part of these financial statements. --- Europa Oil & Gas (Holdings) PLC # Notes to the financial statements ## 1 Accounting Policies ### General information Europa Oil & Gas (Holdings) PLC is a public company incorporated and domiciled in England and Wales, limited by shares, with registered number 05217946. The address of the registered office is 54 Charlotte Street, London, W1T 2NS. The principal activity of the company is oil and gas exploration, appraisal, development and production. The functional and presentational currency of the Company is Sterling (UK£), which is also the presentational currency of the Group. ### Basis of accounting The consolidated and individual Company financial statements have been prepared in accordance with applicable UK adopted International Accounting Standards. The accounting policies that have been applied in the opening statement of financial position have also been applied throughout all periods presented in these financial statements. These accounting policies comply with each IFRS that is mandatory for accounting periods ending on 31 December 2025. #### (i) New and amended standards adopted by the Group and Company: The following amendment became effective in the year ended 31 December 2025. | Standard | Description | Effective date | | --- | --- | --- | | IAS 21 | Amendment – Lack of Exchangeability | 1 January 2025 | The above amendment has not had a material impact on the Group or Company. #### (ii) Standards, amendments and interpretations, which are effective for reporting periods beginning after the date of these financial statements which have not been adopted early: At the date of authorisation of these financial statements, the Group and Company have not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective: | Standard | Description | Effective date | | --- | --- | --- | | IFRS 7 / IFRS 9 | Amendment – Classification and Measurement of Financial Instruments | 1 January 2026 | | IFRS 7 / IFRS 9 | Amendment – Contracts Referencing Nature-dependent Electricity (previously Power Purchase Agreements) | 1 January 2026 | | IFRS 18 | Presentation and Disclosure in Financial Statements | 1 January 2027 | | IFRS 19 | Subsidiaries without Public Accountability: Disclosures | 1 January 2027 | The Group and Company are currently assessing the effect of these new accounting standards and amendments. IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorisation and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures. The Group does not expect to be eligible to apply IFRS 19. ### Going concern The directors have prepared a cash flow forecast for the period ending 31 May 2027 (the “going concern period”), which considers the continuing and forecast cash inflow from the Group’s producing assets, the cash held by the Group at May 2026, less administrative expenses and planned capital expenditure. The Group completed an equity fund raise in March 2026 which raised £3.9 million after fees. As at May 2026 the Group had unrestricted cash balances of £2.9 million and no borrowings. --- # Europa Oil & Gas (Holdings) PLC Oil price estimates for the base case cash flow forecast are based on a flat $85 per barrel. The April 2026 ERCE Sproule forecast price for a barrel of Brent oil is $90 average for 2026 and $80 for 2027. Production estimates are sourced from the Group's internal modelling for its assets, including Wressle, and recent actual production. The Group has planned, but as yet not-committed, capital expenditures related to its projects for which the timing of the expenditure is uncertain and depended on factors outside the control of the Group, such as the regulatory approval of the Fuhai FOA and being granted planning consents and permits to conduct operations. In respect of its investment in Antler Global Limited, the Group has ring-fenced sufficient funds to enable it to discharge all potential obligations in relation to drilling and testing the Barracuda well on licence EG-08, including all administrative expenses not benefitting from the Fuhai carry, up to the fourth quarter of 2027. In relation to the Group's planned further development of Wressle, the joint venture group of which it is a part has decided that further wells will only be drilled on condition of obtaining project financing. Planned capital expenditure on Wressle from own funds is therefore limited to capital maintenance of the current production facility. The directors have performed sensitivity analyses stress testing the Group's ability to fund its planned expenditures over the going concern period. Excluding unexpected production curtailment, the Group expects to have sufficient funds for the going concern period with a realised average oil price as low as $70 per barrel. In the base case oil price scenario of $85 per barrel the Group will be able to withstand extreme downside scenarios in relation to production, including up to 3 months without production from Wressle. The directors consider the likelihood of such an extended shut down as unlikely. The directors have concluded, as at the date of approval of these financial statements, that there is a reasonable expectation that the Group and Company will still have sufficient cash resources to be able to continue as a going concern and meet its obligations as and when they fall due over the going concern period. # Basis of consolidation Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. Intra Group balances are eliminated on consolidation. Unrealised gains on transactions between the Group and its subsidiaries are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. The Group is engaged in oil and gas exploration, development and production through unincorporated joint operations. # Joint arrangements Joint arrangements are those arrangements in which the Group holds an interest on a long-term basis which are jointly controlled by the Group and one or more venturers under a contractual arrangement. When these arrangements do not constitute entities in their own right, the consolidated financial statements reflect the relevant proportion of costs, revenues, assets and liabilities applicable to the Group's interests in accordance with IFRS 11. The Group's exploration, development and production activities are presently conducted jointly with other companies in this way. For the licences where the Group does not hold 100% equity (refer to the licence interests table) a joint arrangement exists. The equity and voting interest of the Group is disclosed in the table, activities are typical for activities in the oil and gas sector and are strategic to the Group's activities. The principal place of business for all the joint arrangements is the UK. # Investments in joint ventures Investments in joint ventures shall be recognised when the Group has joint control and rights to the net assets of the arrangement. The equity method of accounting will be applied to investments in joint ventures. Under this method, the Group's investment is initially recognised at cost, including direct incremental transaction costs, and adjusted thereafter for the post-acquisition change in the Group's share of net assets of the joint venture. The Group's share of joint ventures' profit or loss is recognised in the Group's statement of comprehensive income. Where necessary, adjustments are made to the financial statements of joint ventures to bring the accounting policies used into line with those of the Group. Distributions received from joint ventures will reduce the carrying amount of the investments. Unrealised gains or losses on other transactions between the Group and its joint ventures are --- # Europa Oil & Gas (Holdings) PLC eliminated to the extent of the Group's interest in them. At each reporting date, the Group will assess whether there is any indication that investments in joint ventures may be impaired. An impairment loss will be recognised when the recoverable amount of the investment is less than its carrying amount. The Company will recognise its investment in the joint venture at cost less impairment losses. ## Revenue recognition The Group follows IFRS 15. The standard provides a single comprehensive model for revenue recognition. The core principle of the standard is that an entity shall recognise revenue when control passes on the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard introduced a new contract-based revenue recognition model with a measurement approach that is based on an allocation of the transaction price. This is described further in the accounting policies below. Contracts with customers are presented in an entity's balance sheet as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment. The Group's accounting policy under IFRS 15 is that revenue is recognised when the Group satisfies a performance obligation by transferring oil to a customer. The title to oil and gas typically transfers to a customer at the same time as the customer takes physical possession of the oil or gas. Typically, at this point in time, the performance obligations of the Group are fully satisfied. Revenue is measured based on the consideration to which the Group expects to be entitled under the terms of a contract with a customer. The consideration is determined by the quantity and price of oil and gas delivered to the customer at the end of each month. ## Non-current assets ### Oil and gas interests The financial statements with regard to oil and gas exploration and appraisal expenditure have been prepared under the full cost basis. This accords with IFRS 6 which permits the continued application of a previously adopted accounting policy. The unit of account for exploration and evaluation assets is the individual licence. ### Pre-production assets Pre-production assets are categorised as intangible assets on the statement of financial position. Pre-licence expenditure is expensed as directed by IFRS 6. Expenditure on licence acquisition costs, geological and geophysical costs, costs of drilling exploration, appraisal and development wells, and an appropriate share of overheads (including directors' costs) are capitalised and accumulated on a licence-by-licence basis. These costs which relate to the exploration, appraisal and development of oil and gas interests are initially held as intangible non-current assets pending determination of technical feasibility and commercial viability. On commencement of production these costs are tested for impairment prior to transfer to production assets. If licences are relinquished, or assets are not deemed technically feasible or commercially viable, accumulated costs are written off to cost of sales. ### Production assets Production assets are categorised within property, plant and equipment on the statement of financial position. With the determination of commercial viability and approval of an oil and gas project the related pre-production assets are transferred from intangible non-current assets to tangible non-current assets and depreciated upon commencement of production within the appropriate cash generating unit. ### Impairment tests For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units) as disclosed in Notes 11 and 12. As a result, some assets are tested individually for impairment and some are tested at cash generating unit level. In accordance with IAS 36 the Group assesses annually whether there are indicators that assets are impaired. Impairment tests are performed when indicators are identified. In addition, indicators such as a lack of funding or farmout options for a licence which is approaching termination or the implied value of a farm-out transaction are considered as indicators of impairment. An impairment loss is recognised and charged to cost of sales for the amount by which the asset's or cash generating unit's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use based on an internal discounted cash flow evaluation. All assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist or have decreased. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's or cash generating unit's recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset or cash generating unit does not exceed either its recoverable amount, or the carrying amount that would have been determined, net of --- # Europa Oil & Gas (Holdings) PLC depreciation/amortisation, had no impairment loss been recognised for the asset or cash generating unit in prior years. Such a reversal is credited to cost of sales. # Property, plant and equipment Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognised within provisions. # Depreciation All expenditure within tangible non-current assets is depreciated from the commencement of production, on a unit of production basis, which is the ratio of oil and gas production in the period to the estimated quantities of proven plus probable commercial reserves at the end of the period, plus the production in the period. Costs used in the unit of production calculation comprise the net book value of capitalised costs. Changes in the estimates of commercial reserves or future field development costs are dealt with prospectively. Furniture and computers are depreciated on a 25% per annum straight line basis. # Reserves Proven and probable oil and gas reserves are estimated quantities of commercially producible hydrocarbons which the existing geological, geophysical and engineering data shows to be recoverable in future years. The proven reserves included herein conform to the definition approved by the Society of Petroleum Engineers ('SPE') and the World Petroleum Congress ('WPC'). The probable and possible reserves conform to definitions of probable and possible approved by the SPE/WPC using the deterministic methodology. Reserves used in accounting estimates for depreciation are updated periodically to reflect management's view of reserves in conjunction with third party formal reports. Reserves are reviewed at the time of formal updates or as a consequence of operational performance, plans and the business environment at that time. Reserves are adjusted in the year that formal updates are undertaken or as a consequence of operational performance and plans, and the business environment at that time, with any resulting changes not applied retrospectively. # Future decommissioning costs A provision for decommissioning is recognised in full at the point that the Group has an obligation to decommission an appraisal, development or producing well. A corresponding non-current asset (included within producing fields in note 12) of an amount equivalent to the provision is also created. The amount recognised is the estimated cost of decommissioning, discounted to its net present value and is reassessed each year in accordance with local conditions and requirements. The discount rate used is the risk-free rate, adjusted for risks that are not already included in the forecast cash flows. For producing wells, the asset is subsequently depreciated as part of the capital costs of production facilities within tangible non-current assets, on a unit of production basis. Any decommissioning obligation in respect of a pre-production asset is carried forward as part of its cost and tested annually for impairment in accordance with the above policy. Changes in the estimates of commercial reserves or decommissioning cost estimates are dealt with prospectively by recording an adjustment to the provision, and a corresponding adjustment to the decommissioning asset. The unwinding of the discount on the decommissioning provision is included within finance expense. # Acquisitions of exploration licences Acquisitions of exploration licences through acquisition of non-operational corporate structures that do not represent a business, and therefore do not meet the definition of a business combination, are accounted for as the acquisition of an asset. Related future consideration that is contingent is not recognised as an asset or liability until the contingent event has occurred. # Taxation Current tax is the tax payable based on taxable profit/(loss) for the year. Deferred income taxes are calculated using the balance sheet liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries and joint ventures is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. Tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets. --- # Europa Oil & Gas (Holdings) PLC Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary difference will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the reporting date. Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity. Foreign currency The Group and Company prepare their financial statements in Sterling. Transactions denominated in foreign currencies are translated at the rates of exchange ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the reporting date. Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate at the date of transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date the fair value was determined. Any exchange differences arising on the settlement of items or on translating items at rates different from those at which they were initially recorded are recognised in the Statement of comprehensive income in the period in which they arise. Exchange differences on non-monetary items are recognised in the Statement of changes in equity to the extent that they relate to a gain or loss on that non-monetary item taken to the Statement of changes in equity, otherwise such gains and losses are recognised in the Statement of comprehensive income. Europa Oil & Gas (Holdings) PLC is domiciled in the UK, which is its primary economic environment and the Company's functional currency is Sterling. The Group's current operations are based in the UK and Ireland and the functional currencies of the Group's entities are the prevailing local currencies in each jurisdiction. Given that the functional currency of the Company is Sterling, management has elected to continue to present the consolidated financial statements of the Group and Company in Sterling. Investments Investments, which are only investments in subsidiaries, are carried at cost less any impairment. Additions include the net value of share options issued to employees of subsidiary companies less any lapsed, unvested options. Financial instruments Financial assets and financial liabilities are recognised in the statement of financial position when the Group becomes a party to the contractual provisions of the instrument. # Financial assets Financial assets are classified as either financial assets at amortised cost, at fair value through other comprehensive income ('FVTOCI') or at fair value through profit or loss ('FVPL') depending upon the business model for managing the financial assets and the nature of the contractual cash flow characteristics of the financial asset. A loss allowance for expected credit losses is determined for all financial assets, other than those at FVPL, at the end of each reporting period. The Group applies a simplified approach to measure the credit loss allowance for trade receivables using the lifetime expected credit loss provision. The lifetime expected credit loss is evaluated for each trade receivable taking into account payment history, payments made subsequent to year end and prior to reporting, past default experience and the impact of any other relevant and current observable data. The Group applies a general approach on all other receivables classified as financial assets. The general approach recognises lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. The Group derecognises financial liabilities when the Group's obligations are discharged, cancelled or have expired. # Fair value through other comprehensive income The Group has a number of strategic investments in listed and unlisted entities which are not accounted for as subsidiaries, associates or jointly controlled entities. For those investments, the Group has made an irrevocable election to classify the investments at fair value through other comprehensive income rather than through profit or loss as the Group considers this measurement to be the most representative of the business model for these assets. They are carried at fair value with changes in fair value recognised in other comprehensive income and accumulated in the fair value through other comprehensive income reserve. Upon disposal any balance within fair value through other comprehensive income reserve is reclassified directly to retained earnings and is not reclassified to profit or loss. --- # Europa Oil & Gas (Holdings) PLC Dividends are recognised in profit or loss, unless the dividend clearly represents a recovery of part of the cost of the investment, in which case the full or partial amount of the dividend is recorded against the associated investment's carrying amount. Purchases and sales of financial assets measured at fair value through other comprehensive income are recognised on settlement date with any change in fair value between trade date and settlement date being recognised in the fair value through other comprehensive income reserve. # Amortised cost This category is the most relevant to the Company. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The losses arising from impairment are recognised in a separate line in the income statement. This category generally applies to trade and other receivables. # Cash and cash equivalents Cash and cash equivalents are carried at cost and include all highly liquid investments with a maturity of three months or less. Restricted cash are those amounts held by third parties on behalf of the Group and are not available for the Group's use; these are recognised separately from cash and cash equivalents on the balance sheet. # Financial liabilities The classification of financial liabilities at initial recognition depends on the purpose for which the financial liability was issued and its characteristics. All purchases of financial liabilities are recorded on the trade date, being the date on which the Group becomes party to the contractual requirements of the financial liability. Unless otherwise indicated the carrying amounts of the Group's financial liabilities approximate to their fair values. The Group's financial liabilities consist of financial liabilities measured at amortised cost and financial liabilities at fair value through profit or loss ("FVTPL"). The revenue swap liability (Note 16) is the only financial liability of the Group designated at FVTPL. Financial liabilities designated at FVTPL are initially recognised at fair value, which typically corresponds to the fair value of the proceeds received. Transaction costs incurred on such liabilities are recognised immediately in profit or loss. Subsequent to initial recognition, these liabilities are remeasured to fair value at each reporting date, with changes in the fair presented within finance costs or finance income in the statement of comprehensive income. # Trade and other payables Trade and other payables are initially recorded at fair value and subsequently carried at amortised cost. # Derecognition of financial liabilities A financial liability (in whole or in part) is derecognised when the Group has extinguished its contractual obligations, it expires or is cancelled. Any gain or loss on derecognition is taken to the statement of comprehensive income. # Treatment of finance costs All finance costs are expensed through the income statement. The Group does not incur any finance costs that qualify for capitalisation. # Defined contribution pension schemes The pension costs charged against profits are the contributions payable to the scheme in respect of the accounting period. # Inventories Inventories comprise oil in tanks stated at the lower of cost and net realisable value. Cost is determined by reference to the actual cost of production in the period. # Share-based payments All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are rewarded using share-based payments, the fair values of employees' services are determined indirectly by reference to the fair value of the instrument granted to the employee. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example, profitability and sales growth targets). All equity-settled share-based payments are ultimately recognised as an expense in the statement of comprehensive income with a corresponding credit to reserves. Where options over the parent Company's shares are granted to employees of subsidiaries of the parent, the charge is recognised in the statement of comprehensive income of the --- # **Europa Oil & Gas (Holdings) PLC** subsidiary. In the parent Company accounts there is an increase in the cost of the investment in the subsidiary receiving the benefit. If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if the number of share options ultimately exercised is different to that initially estimated. Upon exercise of share options, the proceeds received, net of attributable transaction costs, are credited to share capital, and where appropriate share premium. Critical accounting judgements and key sources of estimation uncertainty Details of the Group's significant accounting judgements and critical accounting estimates are set out in these financial statements and include: Critical accounting judgements - Carrying value of intangible assets (Note 11) – carrying values are justified with reference to indicators of impairment as set out in IFRS 6. Based on judgements at 31 December 2025 there was £nil write off (2024: £4,968k write off). In October 2025 the Group applied for an extension of the Phase 1 period of the FEL 4/19 licence which was due to expire on 31 January 2026. This extension was granted by Irish Government's Department of Climate, Energy and the Environment on 27 March 2026 and the Phase 1 period was extended for a further period until 31 January 2028. The judgement that the licence period would be extended was confirmed by the granting of this extension in 2026. - Carrying value of investment in joint venture (Note 13a) – the investment in Antler Global Limited was assessed to establish whether the investment may be impaired with consideration of the principles in IAS28 and IAS36. In making this assessment management applies judgement to evaluate both external and internal sources of information, including the financial performance of the joint venture, market conditions, changes in the operating environment in which the joint venture operates and other relevant factors. Based on the current review, the directors have not identified any indicators of impairment in relation to this investment in the joint venture as at 31 December 2025. Critical accounting estimates - Carrying value of property, plant and equipment (Note 12) – carrying values are justified by reference to future estimates of cash flows, discounted at appropriate rates. The directors estimate variables like reserves volumes, future oil prices, future capital and operating expenditure and discount rates. The directors rely on third party formal reports, historical reservoir performance and internal modelling to establish the appropriate reserves volumes and production profiles to use in estimating future cash flows. Future costs are based on internal or joint venture budgets, and discount rates are estimated with reference to applicable external and internal data sources. The directors utilise management's view on external analyst datasets in relation to oil and gas price forecasts. At 31 December 2025 there was an impairment of £323k of producing assets, comprising mainly of capital expenditures on the Group's Crosby Warren and West Firsby assets (2024: £189k impairment). - Deferred taxation (Note 19) – assumptions regarding the future profitability of the Group and whether the deferred tax assets will be recovered. - Decommissioning provision (Note 20) – inflation and discount rate estimates (3% and 4.83% respectively) are used in calculating the provision, along with third party estimates of remediation costs. - Share-based payments (Note 22) – measurement of the fair value of options granted uses valuation techniques where active market quotes are not available. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its --- # **Europa Oil & Gas (Holdings) PLC** assumptions on observable data as far as possible but this is not always available. In that case, management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date. - Reserves and resources (Note 12) - reserves and resources are estimated based on management's view and third-party formal reports and these estimates directly impact the recoverability of asset carrying values that are reported in the financial statements. - Intra-group receivables and investments in subsidiaries (Note 13b and Note 23) - recoverability of these amounts depends on management's assumptions regarding the future performance of subsidiaries which is in turn dependent on the market conditions and performance of the Group. - Valuation of revenue swap liability (Note 16) - forecast future oil prices and production profiles are used in calculating the fair value of the liability. --- ## Europa Oil & Gas (Holdings) PLC 2 ### Operating segment analysis In the opinion of the directors the Group has three reportable segments as reported to the chief executive officer, being the UK, Ireland and West Africa. The reporting on these segments to management focuses on revenue, operating costs and capital expenditure. The impact of such criteria is discussed further in the Chairman's statement and strategic report of this annual report. Income statement for the 17-month period ended 31 December 2025 | | UK £000 | Ireland £000 | West Africa £000 | Total £000 | | --- | --- | --- | --- | --- | | Revenue | 3,908 | - | - | 3,908 | | *Cost of sales* | (3,293) | - | - | (3,293) | | *Impairment of producing fields* | (323) | - | - | (323) | | Cost of sales | (3,616) | - | - | (3,616) | | **Gross profit** | **292** | **-** | **-** | **292** | | Administrative expenses | (2,445) | (1) | - | (2,446) | | Profit on disposal of license interest | 170 | - | - | 170 | | Share of loss from joint venture | - | - | (16) | (16) | | Finance income | 3 | 6 | - | 9 | | Finance costs | (746) | - | - | (746) | | **Loss before tax** | **(2,726)** | **5** | **(16)** | **(2,737)** | | Taxation | - | - | - | - | | **Loss for the year** | **(2,726)** | **5** | **(16)** | **(2,737)** | Segmental assets and liabilities as at 31 December 2025 | | UK £000 | Ireland £000 | West Africa £000 | Total £000 | | --- | --- | --- | --- | --- | | Non-current assets | 1,725 | 2,578 | 2,285 | 6,588 | | Current assets | 955 | 2 | - | 957 | | **Total assets** | **2,680** | **2,580** | **2,285** | **7,545** | | Non-current liabilities | (5,338) | - | - | (5,338) | | Current liabilities | (1,084) | - | - | (1,084) | | **Total liabilities** | **(6,422)** | **-** | **-** | **(6,422)** | | **Other segment items** | | | | | | Capital expenditure – cash flow | 837 | 112 | 287 | 1,236 | | Depreciation | 854 | - | - | 854 | | Share-based payments | 186 | - | - | 186 | --- ## Europa Oil & Gas (Holdings) PLC Income statement for the year ended 31 July 2024 | | UK £000 | Ireland £000 | West Africa £'000 | Total £000 | | --- | --- | --- | --- | --- | | Revenue | 3,566 | - | - | 3,566 | | *Cost of sales* | *(3,117)* | - | - | *(3,117)* | | *Impairment of producing fields* | *(189)* | - | - | *(189)* | | Cost of sales | (3,306) | - | - | (3,306) | | **Gross profit** | **260** | **-** | **-** | **260** | | Exploration impairment | (4,968) | - | - | (4,968) | | Administrative expenses | (1,855) | - | - | (1,855) | | Share of loss from joint venture | - | - | (2) | (2) | | Finance income | 222 | 1 | - | 223 | | Finance costs | (439) | - | - | (439) | | **Loss before tax** | **(6,780)** | **1** | **(2)** | **(6,781)** | | Taxation | - | - | - | - | | **Loss for the year** | **(6,780)** | **1** | **(2)** | **(6,781)** | Segmental assets and liabilities as at 31 July 2024 | | UK £000 | Ireland £000 | West Africa £000 | Total £000 | | --- | --- | --- | --- | --- | | Non-current assets | 2,127 | 2,465 | 2,406 | 6,998 | | Current assets | 2,781 | - | - | 2,781 | | **Total assets** | **4,908** | **2,465** | **2,406** | **9,779** | | Non-current liabilities | (4,613) | - | - | (4,613) | | Current liabilities | (1,081) | (19) | (287) | (1,387) | | **Total liabilities** | **(5,694)** | **(19)** | **(287)** | **(6,000)** | | **Other segment items** | | | | | | Capital expenditure – cash flow | 882 | 283 | 2,138 | 3,303 | | Depreciation | 781 | - | - | 781 | | Share-based payments | 98 | - | - | 98 | 100% of the total revenue (2024: 100%) relates to UK-based customers. Of this figure, one end customer (2024: one) commands more than 83% of the total (95%), including sales made through operators to the end customer. The end-customer is not a related party to the Group. UK revenue by site was as follows: West Firsby £346,000 (2024: £445,000); Crosby Warren £923,000 (2024: £264,000); Whisby £15,000 (2024: £202,000); and Wressle £2,412,000 (2024: £2,559,000). Recharges of costs to Antler Global Limited of £212,000 (2024: £96,000) is included within revenue and is not eliminated. --- ## Europa Oil & Gas (Holdings) PLC 3 Loss before taxation Loss before taxation is stated after charging/ (crediting): | | | 17 months ending 31 December 2025 £000 | Year ending 31 July 2024 £000 | | --- | --- | --- | --- | | Depreciation and amortisation on property, plant & equipment | 12 | 854 | 781 | | Staff costs including directors | 5 | 2,249 | 1,468 | | Diesel | | 192 | 131 | | Business rates | | 60 | 41 | | Site safety and security | | 117 | 97 | | Exploration impairment | 11 | - | 4,968 | | Impairment | 12 | 323 | 189 | | Fees payable to the auditor for the audit | | 80 | 80 | | Operating leases – land and buildings | | 94 | 77 | | Foreign exchange loss / (gain) | | 42 | (208) | 4 Directors' emoluments Directors' total emoluments for the Group and the Company are set out in the tables below for the current 17-month period and the comparative year. | 17 months ending 31 December 2025 | Salaries and fees £000 | Performance bonus £000 | BIK £000 | Pensions £000 | Share- based payments £000 | Total 2025 £000 | | --- | --- | --- | --- | --- | --- | --- | | BJ O'Cathain (resigned 10 February 2025) | 39 | - | - | - | - | 39 | | Bo Kroll (appointed 12 December 2024) | 69 | - | - | - | - | 69 | | W Holland | 302 | 271^{6} | 3 | 30 | 69 | 675 | | A Stuart (resigned 12 December 2024) | 93 | - | 2 | 8 | 17 | 120 | | S Ashby-Rudd | 64 | - | - | - | - | 64 | | E Rowley | 57 | - | - | - | - | 57 | | | **624** | **271** | **5** | **38** | **86** | **1,024** | Included in W Holland's total emoluments are £100,000 in relation to a bonus for 2024 and £194,875 in relation to a bonus for 2025, which the Remuneration Committee agreed were justified as a result of the significant progress made on EG-08 and for achieving the various other goals set by the Board. Due to the extended accounting period two years' worth of bonus is included during the current reporting period. Of the 2024 bonus £23,582 was settled during 2025 by the issuance of EMI options and £26,418 was settled by issuance of shares in the Company in January 2026 pursuant to a shareholder resolution. The balance of the 2024 and 2025 bonus amounts was paid in cash during 2026. The table below shows the Directors emoluments for the prior 12-month period. It should be noted that a direct comparison cannot be made to with the above table, which is for a 17-month period and included bonuses for 2024 and 2025. $^{6}$ Excludes £23,582 which is the Black Scholes valuation of EMI options issued to W Holland in 2025 in lieu of a cash bonus which is accounted for in accordance with the policy on share-based payments --- # **Europa Oil & Gas (Holdings) PLC** # **Year ending 31 July 2024** | | Salaries and fees | Performance bonus | BIK | Pensions | Share- based payments | Total 2024 | | --- | --- | --- | --- | --- | --- | --- | | | £000 | | £000 | £000 | £000 | £000 | | BJ O'Cathain | 48 | - | - | - | - | 48 | | SG Oddie (resigned 23 November 2023) | 11 | - | 1 | - | - | 12 | | S Williams(resigned 23 November 2023) | 11 | - | - | - | - | 11 | | W Holland | 203 | 60 | 3 | 20 | 49 | 335 | | A Stuart | 162 | 36 | 6 | 16 | 22 | 242 | | S Ashby-Rudd (appointed 20 December 2023) | 27 | - | - | - | - | 27 | | E Rowley (appointed 8 April 2024) | 13 | - | - | - | - | 13 | | | **475** | **96** | **10** | **36** | **71** | **688** | Pension charges represent premiums paid to money purchase pension plans during the year. Share-based payments charges represent the accounting charge in respect of share options. No share options were exercised during the period (2024: none). 5 # **Employee information** | | 17 months ended 31 December 2025 | Year ended 31 July 2024 | | --- | --- | --- | | **Average monthly number of employees including directors - Group** | **Number** | **Number** | | Management and technical | 7 | 8 | | Field exploration and production | 4 | 4 | | | **11** | **12** | | | | | | **Staff costs - Group** | **17 months ended 31 December 2025** | **Year ended 31 July 2024** | | | **£000** | **£000** | | Wages and salaries (including directors' emoluments) | 1,767 | 1,155 | | Social security | 197 | 136 | | Pensions | 99 | 79 | | Share-based payments (note 22) | 186 | 98 | | | **2,249** | **1,468** | --- # **Europa Oil & Gas (Holdings) PLC** | | 17 months ended 31 December 2025 Number | Year ended 31 July 2024 Number | | --- | --- | --- | | Average monthly number of employees including directors - Company | | | | Management and technical | 7 | 8 | | | 7 | 8 | | | 17 months ended 31 December 2025 £000 | Year ended 31 July 2024 £000 | | --- | --- | --- | | Staff costs - Company | | | | Wages and salaries (including directors' emoluments) | 1,420 | 885 | | Social security | 168 | 103 | | Pensions | 79 | 63 | | Share-based payments | 186 | 98 | | | 1,853 | 1,149 | --- # **Europa Oil & Gas (Holdings) PLC** | 6 | Finance income | | | | --- | --- | --- | --- | | | | **17 months ended 31 December 2025 £000** | **Year ended 31 July 2024 £000** | | | Bank interest received | 5 | 15 | | | Foreign exchange gains | - | 208 | | | Other finance income | 4 | - | | | | 9 | 223 | | 7 | Finance expense | | | | | | **17 months ended 31 December 2025 £000** | **Year ended 31 July 2024 £000** | | | Unwinding of discount on decommissioning provision (note 20) | 653 | 437 | | | Foreign exchange loss | 42 | - | | | Fair value adjustment on revenue swap agreement (note 16) | 49 | - | | | Other finance expense | 2 | 2 | | | | 746 | 439 | | 8 | Taxation | | | | | | **17 months ended 31 December 2025 £000** | **Year ended 31 July 2024 £000** | | | Movement in deferred tax asset (note 19) | 515 | (2,102) | | | Movement in deferred tax liability (note 19) | (515) | 2,102 | | | Taxation expense | - | - | UK corporation tax is calculated at 40% (2024: 40%) of the estimated assessable profit for the year being the applicable rate for a ring-fence trade including the Supplementary Charge of 10%. From 24 May 2022 the Energy Profits Levy ('EPL') applied to the Group, and it was levied at 25% of assessable EPL profits for the period from 26 May 2022 to 31 December 2022, and at 35% from 1 January 2023 onwards. The rate at which the EPL is levied increased from 35% to 38% and the investment allowance of 29% on general investment expenditure was abolished on 1 November 2024. The EPL is set to expire on 31 March 2030 at the latest. Due to existence of qualifying carried forward tax losses, the Group did not generate profits subject to the Energy Profits Levy, Corporation Tax or Supplementary Charge tax during the period. --- # **Europa Oil & Gas (Holdings) PLC** | | 17 months ended 31 December 2025 £000 | Year ended 31 July 2024 £000 | | --- | --- | --- | | Loss before taxation | (2,737) | (6,781) | | **Tax reconciliation** | | | | Loss multiplied by the standard rate of corporation tax in the UK including Supplementary Charge of 40% (2024: 40%) | (1,095) | (2,712) | | Expenses not deductible for tax purposes | 791 | 2,581 | | Deferred tax asset not recognised | 45 | 113 | | Accelerated capital allowances | (57) | (169) | | Taxed at a different rate | 415 | (121) | | Losses carried forward | 630 | 949 | | Previously unrecognised tax losses utilised | (729) | (641) | | Total taxation expense | - | - | --- ## Europa Oil & Gas (Holdings) PLC ### 9 Profit on disposal of license interest | | 17 months ended 31 December 2025 £000 | Year ended 31 July 2024 £000 | | --- | --- | --- | | Profit on disposal of the royalty interest | 170 | - | The royalty agreement (the “Agreement”) related to the Whisby-4 well, held with BritNRG, the operator and licence holder of the Whisby Field, was terminated in December 2024. In the period leading up to the termination of the Agreement it had not generated income for Europa, and further investment would have been required to potentially restore it to a revenue-generating position. Due to the technical risks involved, the Company determined that its capital was better directed toward other assets within its portfolio. The Agreement had already been fully written down in Europa’s accounts, with a carrying value of nil as at 31 July 2024 and at the date of termination. Following its termination, all associated liabilities have been written off by the parties, resulting in a net gain of £170,000 to the Group. ### 10 Earnings per share Basic loss per share (‘LPS’) has been calculated on the loss after taxation divided by the weighted average number of shares in issue during the period. Diluted LPS uses an average number of shares adjusted to allow for the issue of shares on the assumed conversion of all in-the-money options. As the Group made a loss from continuing operations in the year, any potentially dilutive instruments were considered to be anti-dilutive. Therefore, the diluted LPS is equal to the basic LPS for the year. As at 31 December 2025 there was Nil (2024: Nil) potentially dilutive instruments in issue related to “in the money” options. The calculation of the basic and diluted earnings per share is based on the following: | | 17 months ended 31 December 2025 £000 | Year ended 31 July 2024 £000 | | --- | --- | --- | | Loss for the year attributable to the equity shareholders of the parent | (2,737) | (6,781) | | **Weighted average number of shares** | | | | For the purposes of basic LPS | 959,184,178 | 959,184,178 | | For the purpose of diluted LPS | 959,184,178 | 959,184,178 | --- # **Europa Oil & Gas (Holdings) PLC** # 11 Intangible assets | **Intangible assets – Group** | **2025** | **2024** | | --- | --- | --- | | | **£000** | **£000** | | At 1 August | 2,664 | 7,146 | | Additions | 398 | 486 | | Exploration impairment | - | (4,968) | | At 31 December | 3,062 | 2,664 | Intangible assets comprise the Group's pre-production expenditure on licence interests as follows: | | **2025** | **2024** | | --- | --- | --- | | | **£000** | **£000** | | Ireland FEL 4/19 (Inishkea) | 2,545 | 2,444 | | UK PEDL182 (Broughton North) | 40 | 35 | | UK PEDL343 (Cloughton) | 477 | 185 | | **Total** | 3,062 | 2,664 | | **Exploration impairment** | **2025** | **2024** | | --- | --- | --- | | | **£000** | **£000** | | Serenity | - | (4,871) | | PEDL 181 | - | (97) | # 12 Property, plant & equipment # **Property, plant & equipment - Group** | | **Furniture & computers** | **Producing fields** | **Right of use assets** | **Total** | | --- | --- | --- | --- | --- | | | **£000** | **£000** | **£000** | **£000** | | **Cost** | | | | | | At 31 July 2023 | 56 | 16,004 | 91 | 16,151 | | Additions | 21 | 460 | - | 481 | | At 31 July 2024 | 77 | 16,464 | 91 | 16,632 | | Additions | 6 | 545 | - | 551 | | Reassessment of decommissioning liability (note 20) | - | (61) | - | (61) | | At 31 December 2025 | 83 | 16,948 | 91 | 17,122 | | **Depreciation, depletion and impairment** | | | | | | At 31 July 2023 | 28 | 13,636 | 70 | 13,734 | | Charge for year | 20 | 753 | 8 | 781 | | Impairment in year | - | 189 | - | 189 | | At 31 July 2024 | 48 | 14,578 | 78 | 14,704 | | Charge for year | 28 | 817 | 9 | 854 | | Impairment in period | - | 323 | - | 323 | | At 31 December 2025 | 76 | 15,718 | 87 | 15,881 | | **Net book value** | | | | | | At 31 July 2023 | 28 | 2,368 | 21 | 2,417 | | At 31 July 2024 | 29 | 1,886 | 13 | 1,928 | | At 31 December 2025 | 7 | 1,230 | 4 | 1,241 | --- ## Europa Oil & Gas (Holdings) PLC The producing fields referred to in the table above are the production assets of the Group, namely the oilfields at Wressle, Crosby Warren and West Firsby. The carrying value of each producing field was tested for impairment by comparing the carrying value with the value-in-use. The value-in-use was calculated using a discounted cash flow model with production decline rates based on engineering estimates and recent production experience. Brent crude price was based on the Quarter 4 ERCE Sproule forward curve, which assumes an average oil price per barrel in the table below. For years after 2035 a 2% inflation factor was applied. | Year | Price | Year | Price | Year | Price | | --- | --- | --- | --- | --- | --- | | 2026 | $ 62 | 2030 | $ 75 | 2034 | $ 81 | | 2027 | $ 67 | 2031 | $ 76 | 2035 | $ 83 | | 2028 | $ 72 | 2032 | $ 78 | | | | 2029 | $ 73 | 2033 | $ 79 | | | The post-tax discount rate of 12.5% (pre-tax 20.83%) is high because of the applicable rates of tax in the UK. Cash flows were projected over the expected life of the fields which is expected to be longer than five years. Based on the assumptions set out above, an impairment of £323k of producing assets, mainly relating to capital expenditures on the Group's Crosby Warren and West Firsby assets (2024: impairment of £189k). The recoverable amount was calculated at a discount rate of 12.5% (2024: 10%). ### Sensitivity to key assumption changes Variations to the key assumptions used in the value-in-use calculation, as outlined above, would cause impairment of the producing fields as follows: #### Impairment of producing fields £000 ##### Production decline rate | +10% | - | | --- | --- | | -10% | - | ##### Brent crude price per barrel | $65 flat | - | | --- | --- | | $55 flat | - | ##### Pre-tax discount rate | 20% | - | | --- | --- | | 25% | - | None of the variations result in an impairment individually. --- # Europa Oil & Gas (Holdings) PLC Property, plant & equipment - Company | | Furniture & computers £000 | Right of use assets £000 | Total £000 | | --- | --- | --- | --- | | Cost | | | | | At 31 July 2023 | 55 | 61 | 116 | | Additions | 14 | - | 14 | | At 31 July 2024 | 69 | 61 | 130 | | Additions | 6 | - | 6 | | At 31 December 2025 | 75 | 61 | 136 | | Depreciation | | | | | At 31 July 2023 | 28 | 39 | 67 | | Charge for year | 18 | 8 | 26 | | At 31 July 2024 | 46 | 47 | 93 | | Charge for year | 25 | 9 | 34 | | At 31 December 2025 | 71 | 56 | 127 | | Net book value | | | | | At 31 July 2023 | 27 | 22 | 49 | | At 31 July 2024 | 23 | 14 | 37 | | At 31 December 2025 | 4 | 5 | 9 | --- Europa Oil & Gas (Holdings) PLC 13 Investments # 13a) Investment in joint ventures | | Group | | Company | | | --- | --- | --- | --- | --- | | | 31 December 2025 | 31 July 2024 | 31 December 2025 | 31 July 2024 | | | £000 | £000 | £000 | £000 | | Investment in Antler Global Limited | 2,285 | 2,406 | 2,425 | 2,425 | On 20 December 2023, the Company completed the acquisition of an interest of 42.9% in Antler Global Limited (“Antler”) for a total cash consideration of US$3,000,000 (£2,353,000). The consideration was payable to Antler in instalments, and the final instalment of £287,000 was paid in October 2024. The investment was initially recognised at the value of the purchase price and direct incremental transaction costs of £72,000 for a total investment value of £2,425,000. Subsequent to the Company’s investment, Antler has been engaged in exploration activities, the costs of which have been capitalised as intangible assets resulting in an immaterial charge to its statement of comprehensive income. Summarised financial information for Antler at 31 December 2025 is included below: | | 31 December 2025 | 31 July 2024 | | --- | --- | --- | | **Summarised balance sheet** | **£000** | **£000** | | Current assets | 60 | 981 | | Non-current assets | 5,816 | 4,623 | | Current liabilities | (712) | (158) | | Net assets | 5,164 | 5,446 | | Company % interest in Antler | 42.857% | 42.857% | | Company share of net assets | 2,213 | 2,334 | | Capitalised transaction costs | 72 | 72 | | Investment in Antler Global Limited | 2,285 | 2,406 | | | 17 months to 31 December 2025 | 12 months to 31 July 2024 | | --- | --- | --- | | **Summarised statement of comprehensive income** | **£000** | **£000** | | Revenue | - | - | | Loss from continuing operations | (16) | (2) | | Total comprehensive loss | (16) | (2) | --- # **Europa Oil & Gas (Holdings) PLC** # **13b) Investments in subsidiaries - Company** | | 31 December 2025 £000 | 31 July 2024 £000 | | --- | --- | --- | | At 1 August | 2,343 | 2,343 | | Provision for impairment | (1,989) | - | | At 31 December | 354 | 2,343 | The Company's investments at the reporting date include 100% of the share capital in the following unlisted companies: - Europa Oil & Gas Limited, which undertakes oil and gas exploration, development and production in the UK. - Europa Oil & Gas (West Firsby) Limited, which is non-trading. - Europa Oil & Gas (Ireland West) Limited, which previously held the interest in the FEL 2/13 licence. - Europa Oil & Gas (Ireland East) Limited, which previously held the interest in the FEL 3/13 and FEL 1/17 licences. - Europa Oil & Gas (Inishkea) Limited, which holds the interest in the FEL 4/19 and previously held the interest in FEL 3/19 licences. - Europa Oil & Gas (New Ventures) Limited, which previously held the interest in the Moroccan licence. All six companies are registered in England and Wales, all having their registered office at 54 Charlotte Street, London W1T 2NS. The results of the six companies have been included in the consolidated accounts. Europa Oil & Gas Limited owns 100% of the ordinary share capital of Europa Oil & Gas (UK) Limited (registered in England and Wales with registered office at 54 Charlotte Street, London W1T 2NS and is non-trading). During the current period the Company made a provision for impairment against the carrying value of its investments in subsidiaries to reflect the current assessment of the fair value of these investments, driven predominantly by low forecast oil price as at the reporting date. # **14 Inventories - Group** | | 31 December 2025 £000 | 31 July 2024 £000 | | --- | --- | --- | | Oil in tanks | 13 | 9 | # **15 Trade and other receivables** | | Group | | Company | | | --- | --- | --- | --- | --- | | | 31 December 2025 £000 | 31 July 2024 £000 | 31 December 2025 £000 | 31 July 2024 £000 | | **Current trade and other receivables** | | | | | | Trade receivables | 473 | 1,002 | 210 | 133 | | Other receivables | 31 | 33 | 19 | 12 | | Corporation tax receivable | - | 50 | - | - | | Prepayments | 146 | 224 | 60 | 91 | | | 650 | 1,309 | 289 | 236 | | **Non-current other receivables** | | | | | | Owed by Group undertakings (note 23) | - | - | 557 | 5,502 | --- # **Europa Oil & Gas (Holdings) PLC** 16 Financial liabilities designated at fair value through profit and loss | | 2025 £000 | 2024 £000 | | --- | --- | --- | | **Current Financial liabilities designated at fair value through profit and loss** | | | | Revenue swap liability payable in less than 1 year | 155 | - | | **Non-current Financial liabilities designated at fair value through profit and loss** | | | | Revenue swap liability payable in 1 to 2 years | 139 | - | During the period the Group entered into an arrangement under which it received £370,000 ($500,000) on completion in exchange for granting the counterparty the right to receive a monthly payment equivalent to a percentage of 4.5% of the gross revenues of the Wressle 1 well for a specified period. The obligation requires the Group to make variable cash payments based on actual oil production levels and prevailing oil prices and is recognised in accordance with the accounting policy for financial liabilities designated at FVTPL. Payments to the counterparty commenced in August 2025 and the Group made repayments of £102,000 during the period. The Group remeasured the liability at the reporting date of 31 December 2025 with reference to estimated future production and oil prices which resulted in a fair value loss of £49,000, inclusive of the effects of changes in exchange rates, which is included in finance expense. 17 Trade and other payables | | Group | | Company | | | --- | --- | --- | --- | --- | | | 31 December 2025 £000 | 31 July 2024 £000 | 31 December 2025 £000 | 31 July 2024 £000 | | **Current trade and other payables** | | | | | | Trade payables | 108 | 140 | 85 | 61 | | Lease liabilities | 4 | 6 | 4 | 6 | | Other payables | 817 | 1,241 | 608 | 369 | | | 929 | 1,387 | 697 | 436 | | **Non-current trade and other payables** | | | | | | Lease liabilities | - | 6 | - | 6 | --- Europa Oil & Gas (Holdings) PLC 18 # Leases | | Group 31 December 2025 £000 | 31 July 2024 £000 | Company 31 December 2025 £000 | 31 July 2024 £000 | | --- | --- | --- | --- | --- | | **Amounts recognised in the statement of comprehensive income:** | | | | | | Interest on right of use liabilities | - | (1) | - | (1) | | **Amounts recognised in the statement of cash flows:** | | | | | | Repayment of lease liabilities – principal | (8) | (7) | (8) | (7) | | Repayment of lease liabilities – interest | - | (1) | - | (1) | | **Maturity analysis (undiscounted):** | | | | | | Amounts due within 1 year | (4) | (6) | (4) | (6) | | Amounts due after more than 1 year & less than 5 years | - | (6) | - | (6) | | Amounts due after more than 5 years | - | - | - | - | The Group’s right of use asset comprises the lease of one vehicle (Note 12). The corresponding lease liability for the right to use leased asset is included within trade and other payables in the statement of financial position (Note 17). --- ## Europa Oil & Gas (Holdings) PLC ### 19 Deferred tax – Group | | 31 December 2025 £000 | 31 July 2024 £000 | | --- | --- | --- | | **Recognised deferred tax asset:** | | | | As at 1 August | - | - | | Charged to statement of comprehensive income | - | - | | At 31 December | - | - | The Group has a deferred tax liability of £1,348,000 (2024: £833,000) arising from accelerated capital allowances and a deferred tax asset of £1,348,000 (2024: £833,000) arising from trading losses which will be utilised against future taxable profits. These were offset against each other resulting in a £nil net asset/liability (2024: £nil net asset/liability). This offsetting was required because the Group settles current tax assets and liabilities on a net basis. #### Non-recognised long-term deferred tax asset The Group has a non-recognised deferred tax asset of £12.1 million (2024: £11.8 million), which arises in relation to ring-fenced UK trading losses of £15.9 million (2024: £14.4 million), STC losses (including investment allowances) of £14.7 million (2024: £14.3 million), non-ring-fenced UK trading losses of £11.7 million (2024: £11.7 million), EPL losses of £5.9 million (2024: £5.8 million) and subsidiary losses and carried forward capital expenditure of £8.0 million (2024: £7.9 million) that have not been recognised in the accounts as the timing of the utilisation of the losses is considered uncertain. No deferred tax assets or liabilities are recognised in the Company. ### 20 Provisions – Group Decommissioning provisions are based on third party estimates of work which will be required and the judgement of directors. By their nature, timing and the detailed scope of work required are uncertain. | | 31 December 2025 £000 | 31 July 2024 £000 | | --- | --- | --- | | **Long-term provisions** | | | | As at 1 August | 4,607 | 4,368 | | Charged to statement of comprehensive income (note 7) | 653 | 437 | | Change in estimated phasing of cash flows | (61) | (198) | | At 31 December / 31 July | 5,199 | 4,607 | The change in the estimated decommissioning provision resulted mainly from a reassessment of the estimated timings of when such decommissioning activities are undertaken at the end of their economic lives as well as a reassessment of the applicable discount rate used. The timing of decommissioning activities is estimated with reference to the estimated timing of cessation of production, considering updated assessments of timing of further development works and licence expiry dates. #### Sensitivity to key assumption changes Variations to the key assumptions used in the decommissioning provision estimates would cause increases / (reductions) to the provision as follows: | | Further decommissioning provision £000 | | --- | --- | | **Inflation rate (current assumption 3%)** | | | 2% | (449) | | 5% | 1,036 | | **Discount rate (current assumption 4.83%)** | | | 5% | (62) | | 15% | (2,418) | No provisions have been recognised in the Company. --- # **Europa Oil & Gas (Holdings) PLC** 21 Called up share capital | | 2025 £000 | 2024 £000 | | --- | --- | --- | | **Allotted, called up and fully paid ordinary shares of 1p** | | | | At 1 August 2024: 959,184,193 shares (1 August 2023: 959,184,193) | 9,592 | 9,592 | | Issued in the period: nil shares (2024: nil shares) | - | - | | **At 31 December 2025: 959,184,178 shares (31 July 2024: 959,184,178)** | **9,592** | **9,592** | The following describes the purpose of each reserve within owners' equity: # **Reserve** Share premium Merger reserve Retained deficit Foreign currency translation reserve ('FCTR') # **Description and purpose** Amount subscribed for share capital in excess of nominal value Reserve created on issue of shares on acquisition of subsidiaries in prior years Cumulative net gains and losses recognised in the consolidated statement of comprehensive income Component of equity that arises from the translation of foreign operations' financial statements into the reporting currency of the parent entity 22 # **Share-based payments** The Group operates an approved Enterprise Management Incentive ('EMI') share option scheme for employees and an unapproved scheme for grants in excess of EMI limits and for non-employees. Both schemes are equity-settled share-based payments as defined in IFRS 2 Share-based payments. A recognised valuation methodology is employed to determine the fair value of options granted as set out in the standard. The charge incurred relating to these options is recognised within operating costs. Combined information for the two schemes operated by the Group is set out below. There are 56,739,840 ordinary 1p share options/warrants outstanding (31 July 2024: 60,265,474). These are held as follows: | **Holder** | **31 December 2025** | **31 July 2024** | | --- | --- | --- | | W Holland | 25,599,840 | 20,000,000 | | A Stuart | - | 15,000,000 | | Employees of the Group | 15,840,000 | 15,840,000 | | Consultants and advisers | 15,000,000 | 9,425,474 | | **Total** | **56,439,840** | **60,265,474** | A Stuart resigned as a director and employee of the Group in December 2024 and resultantly options held by him has been recategorised as held by consultants and advisors. The fair values of options were determined using a Black Scholes Merton model or, in the case of those issued to advisers as part of the share issue, the fair value was deemed to be the share issue price. Volatility is based on the Company's share price volatility since flotation. During the year 9,425,474 fully vested warrants held by consultants and advisors to the company expired (2024: 14,114,154 options expired, 17,171,000 options cancelled). --- ## Europa Oil & Gas (Holdings) PLC | | 2025 Number of options | 2025 Average exercise price | 2024 Number of options | 2024 Average exercise price | | --- | --- | --- | --- | --- | | Outstanding at the start of the year | 60,265,474 | 1.21p | 41,550,628 | 2.04p | | Granted - employees/directors | 5,599,840 | 1.00p | 50,000,000 | 1.08p | | Expired | (9,425,474) | 1.80p | (14,114,154) | 1.35p | | Cancelled | - | - | (17,171,000) | 2.70p | | Outstanding at the end of the year | 56,439,840 | 1.10p | 60,265,474 | 1.21p | | Exercisable at the end of the year | 720,000 | 2.11p | 10,145,474 | 1.82p | The 5,599,840 new EMI options granted in 9 April 2025 vest in three years, and are exercisable conditional upon the Europa Oil & Gas (Holdings) PLC volume weighted average share price over the last 20 trading days prior to the Vesting Date to be greater than or equal to 1.25 times the volume weighted average share price over the last 20 trading days prior to the Grant Date, and expire on the tenth anniversary of the grant date. The inputs used to determine their values are detailed in the table: | Grant date | 9 April 2025 | | --- | --- | | Number of options | 5,599,840 | | Share price at grant | 0.6p | | Exercise price | 1.0p | | Volatility | 66.56% | | Dividend yield | Nil | | Risk free investment rate | 4.8% | | Option life in years | 10 | | Fair value per option | 0.421p | Based on the fair values at initial recognition, the charge arising from employee share options was £186,000 (2024: £98,000). The charge relating to non-employee share options was £37,000 (2024: £nil). The charge allocated directly to equity, relating to the issue of options on the issue of share capital, was £nil (2024: £nil). Share options/warrants outstanding at the end of the period have exercise prices ranging from 1p to 8p and the weighted average remaining contractual life at the end of the period was 8 years (2024: 8 years). 23 ### Financial instruments The Group's and Company's financial instruments comprise cash and cash equivalents, bank borrowings, loans, and items such as trade and other receivables and trade and other payables which arise directly from its operations. Europa's activities are subject to a range of financial risks, the main ones being credit; liquidity; interest rates; commodity prices; foreign exchange; and capital. These risks are managed through ongoing review considering the operational, business and economic circumstances at that time. --- # **Europa Oil & Gas (Holdings) PLC** # Financial assets – Group | | Amortised cost | Amortised cost | Fair value through other comprehensive income | Fair value through other comprehensive income | | --- | --- | --- | --- | --- | | | 31 December | 31 July | 31 December | 31 July | | | 2025 | 2024 | 2025 | 2024 | | | £000 | £000 | £000 | £000 | | Trade and other receivables | 504 | 1,085 | - | - | | Cash and cash equivalents | 294 | 1,463 | - | - | | Total financial assets | 798 | 2,548 | - | - | # Financial assets – Company | | Amortised cost | Amortised cost | Fair value through other comprehensive income | Fair value through other comprehensive income | | --- | --- | --- | --- | --- | | | 31 December | 31 July | 31 December | 31 July | | | 2025 | 2024 | 2025 | 2024 | | | £000 | £000 | £000 | £000 | | Investments | 354 | 2,343 | - | - | | Amounts due from Group companies | 557 | 5,502 | - | - | | Trade and other receivables | 229 | 145 | - | - | | Cash and cash equivalents | 98 | 164 | - | - | | Total financial assets | 1,238 | 8,154 | - | - | --- # **Europa Oil & Gas (Holdings) PLC** # Financial liabilities - Group | | Amortised cost | Amortised cost | Fair value through profit and loss | Fair value through profit and loss | | --- | --- | --- | --- | --- | | | 31 December | 31 July | 31 December | 31 July | | | 2025 | 2024 | 2025 | 2024 | | | £000 | £000 | £000 | £000 | | Trade and other payables | (925) | (1,381) | - | - | | Lease liabilities | (4) | (12) | - | - | | Financial liabilities designated at fair value | - | - | (294) | - | | | | | | | | Total financial liabilities | (929) | (1,393) | (294) | - | --- # Europa Oil & Gas (Holdings) PLC ## Financial liabilities - Company | | Amortised cost | Amortised cost | Fair value through other comprehensive income | Fair value through other comprehensive income | | --- | --- | --- | --- | --- | | | 2025 | 2024 | 2025 | 2024 | | | £000 | £000 | £000 | £000 | | Trade and other payables | (693) | (430) | - | - | | Lease liabilities | (4) | (12) | - | - | | Total financial liabilities | (697) | (442) | - | - | The carrying value of trade and other receivables, and trade and other payables approximate their fair values due to the short-term nature and expected maturity of these instruments. ## Credit risk The Group is exposed to credit risk as all crude oil production is effectively sold to one multinational oil company. The customer is invoiced monthly for the oil delivered to the refinery in the previous month and invoices are generally settled in full within the same month that invoices are issued. At 31 December 2025 trade receivables were £470,000 (2024: £1,002,000). The fair value of trade receivables and payables approximates to their carrying value because of their short maturity. Any surplus cash is held on short-term deposit with Royal Bank of Scotland. The maximum credit exposure in the year was £1,221,000 comprising oil sales and recharges to joint ventures (2024 maximum exposure: £1,002,000). The reduction in the amount of trade receivables is mainly due to the derecognition of receivables from BritNRG pursuant to the termination of the Whisby-4 royalty agreement (note 9) and lower oil production and sales volumes. The Company exposure to third party credit risk is negligible. The intercompany balances with its subsidiaries have been appropriately provided for to account for potential impairments. ## Liquidity risk The Company currently has no overdraft or overdraft facility with its bankers. The Group and Company monitor their levels of working capital to ensure they can meet liabilities as they fall due. The following table shows the contractual maturities (representing the undiscounted cash flows) of the Group's and Company's financial liabilities. | | Group | | Company | | | --- | --- | --- | --- | --- | | | Trade and other payables | | Trade and other payables | | | | 31 December | 31 July | 31 December | 31 July | | | 2025 | 2024 | 2025 | 2024 | | | £000 | £000 | £000 | £000 | | 6 months or less | 929 | 1,387 | 697 | 436 | | Total | 929 | 1,387 | 697 | 436 | Cash and cash equivalents in both Group and Company are all available at short notice. Trade and other payables do not normally incur interest charges. There is no difference between the fair value of the trade and other payables and their carrying amounts. ## Interest rate risk The Group has no interest-bearing liabilities and immaterial leases (Note 18). All leases are at fixed rates of interest and the Group and Company are not exposed to changes in interest rates. --- # Europa Oil & Gas (Holdings) PLC ## Commodity price risk The selling price of the Group's production of crude oil is set at a small discount to Brent prices. The table below shows the range of prices achieved in the year and the sensitivity of the Group's loss before taxation ('LBT') or profit before tax ('PBT') to such movements in oil price. There would be a corresponding increase or decrease to net assets. | Oil price | Month | 2025 Price US$/bbl | 2025 PBT/(LBT) £000 | 2024 Price US$/bbl | 2024 PBT £000 | | --- | --- | --- | --- | --- | --- | | Highest | August 2024 | 79.6 | 405 | $88.90 | 250 | | Average | | 70.0 | (11) | $82.40 | (9) | | Lowest | May 2025 | 61.4 | (378) | $76.60 | (239) | The Revenue Swap Liability (Note 16) is restated at fair value at each reporting date with reference to estimated future production and oil prices. The table below shows the sensitivity of the Group's loss before taxation ('LBT') or profit before tax ('PBT') to such movements in oil price. There is no commodity price risk in the Company. | Oil price | 2025 Price US$/bbl | 2025 LBT £000 | 2024 Price US$/bbl | 2024 LBT £000 | | --- | --- | --- | --- | --- | | As used in fair value measurement (average) | 62 | - | - | - | | At flat price | 90 | (90) | - | - | ## Foreign exchange risk The Group's production of crude oil is invoiced in US$. Revenue is translated into Sterling using a monthly exchange rate set by reference to the market rate. The table below shows the range of average monthly US$ exchange rates used in the year and the sensitivity of the Group's PBT / LBT to similar movements in US$ exchange. There would be a corresponding increase or decrease in net assets. | US Dollar | Month | 2025 Rate US$/£ | 2025 LBT £000 | 2024 Rate US$/£ | 2024 LBT £000 | | --- | --- | --- | --- | --- | --- | | Highest | June 2025 | 1.370 | (123) | 1.284 | (187) | | Average | | 1.313 | 4 | 1.260 | (127) | | Lowest | January 2025 | 1.243 | 175 | 1.218 | (17) | The table below shows the Group's currency exposures. Exposures comprise the net financial assets and liabilities of the Group that are not denominated in the functional currency. | Currency | Item | Group | | Company | | | --- | --- | --- | --- | --- | --- | | | | 2025 £000 | 2024 £000 | 2025 £000 | 2024 £000 | | Euro | Cash and cash equivalents | - | 2 | - | 2 | | | Trade and other payables | (6) | (5) | (6) | (5) | | US Dollar | Cash and cash equivalents | 228 | 1,219 | 65 | 68 | | | Trade and other receivables | 547 | 869 | 124 | 133 | | | Trade and other payables | - | - | - | - | | Total | | 769 | 2,085 | 183 | 198 | --- # Europa Oil & Gas (Holdings) PLC ## Capital risk management The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and maintain an optimal capital structure to reduce the cost of capital. The Group defines capital as being the consolidated shareholder equity and third-party borrowings (£nil at 31 December 2025). The Board monitors the level of capital as compared to the Group's long-term debt commitments and adjusts the ratio of debt to capital as is determined to be necessary, by issuing new shares, reducing or increasing debt, paying dividends and returning capital to shareholders. ## Intercompany loans The loans to the subsidiaries are not classified as repayable on demand. IFRS 9 requires consideration of the expected credit risk associated with the loan. As the subsidiary company does not have any liquid assets to sell to repay the loan, should it be recalled, the conclusion reached was that the loan should be categorised as stage 3. As part of the assessment of expected credit losses of the intercompany loan receivable, the directors have considered the published chance of success for Inishkea, and applying the 33% general wildcat exploration success rate, the loans to Europa Oil & Gas Inishkea have thus been deemed 67% provided. The loans to Europa Oil & Gas New Ventures, Europa Oil & Gas (Ireland West) and Europa Oil & Gas (Ireland East) have been provided in full due to the relinquishment of the licences held by the subsidiaries. During the 17-month period to 31 December 2025 there has been a decrease in the expected recoverable value of the Group's Wressle producing field which was adversely impacted by the reduction in forecast UK oil and gas prices during the period and reassessments of project timing and profiles for natural gas production. These factors led to an increase in the provisions for impairment that had been made in relation to loans to Europa Oil & Gas Ltd. The movement in the provision was as follows: | | Europa Oil & Gas Limited | Europa Oil & Gas (Ireland West) Limited | Europa Oil & Gas (Ireland East) Limited | Europa Oil & Gas (Inishkea) Limited | Europa Oil & Gas (New Ventures) Limited | Total | | --- | --- | --- | --- | --- | --- | --- | | | £000 | £000 | £000 | £000 | £000 | £000 | | **Gross loan balances** | | | | | | | | Loan balance at 31 July 2023 | 27,562 | 705 | 1,342 | 1,391 | 1,045 | 32,045 | | Movement in loan | (1,255) | - | - | 181 | - | (1,074) | | Loan balance at 31 July 2024 | 26,307 | 705 | 1,342 | 1,572 | 1,045 | 30,971 | | Movement in loan | 1,640 | - | - | 116 | - | 1,756 | | **Loan balance at 31 December 25** | **27,947** | **705** | **1,342** | **1,688** | **1,045** | **32,727** | | **Provisions** | | | | | | | | Provision at 31 July 2023 | (5,878) | (705) | (1,342) | (932) | (1,045) | (9,902) | | Movement in provision | (15,446) | - | - | (121) | - | (15,567) | | Provision at 31 July 2024 | (21,324) | (705) | (1,342) | (1,053) | (1,045) | (25,469) | | Movement in provision | (6,623) | - | - | (78) | - | (6,701) | | **Provision at 31 December 2025** | **(27,947)** | **(705)** | **(1,342)** | **(1,131)** | **(1,045)** | **(32,170)** | | Net loan balance at 31 July 2023 | 21,684 | - | - | 459 | - | 22,143 | | Net loan balance at 31 July 2024 | 4,983 | - | - | 519 | - | 5,502 | | **Net loan balance at 31 December 2025** | **-** | **-** | **-** | **557** | **-** | **557** | --- ## Europa Oil & Gas (Holdings) PLC 24 Capital commitments and guarantees For PEDL181 the partners have agreed to drill two development wells and to construct a gas export line. These activities remain contingent upon planning permission being granted, the budget being approved by the JV partnership and the availability of a suitable rig. The total net cost to Europa for the work programme is estimated to be £0.9 million in 2026 and £1.2 million in 2027. 25 Site rental commitments Europa Oil & Gas Limited pays annual site rentals for the land upon which the West Firsby and Crosby Warren oil field facilities are located. Future contractual payments are as follows: | | 2025 £000 | 2024 £000 | | --- | --- | --- | | Less than 1 year | 65 | 63 | | 2-5 years | 193 | 90 | | More than 5 years | 105 | - | | **Total** | **363** | **153** | 26 Related party transactions Key management are those persons having authority and responsibility for planning, controlling and directing the activities of the Group. In the opinion of the Board, the Group's and the Company's key management are the directors of Europa Oil & Gas (Holdings) PLC. Information regarding their compensation is given in note 4. The Company provided services to subsidiary companies as follows: | | 17 months ended 31 December 2025 £000 | Year ended 31 July 2024 £000 | | --- | --- | --- | | Europa Oil & Gas Limited | 521 | 319 | | Europa Oil & Gas (Inishkea) Limited | 49 | 64 | | **Total** | **570** | **383** | At the end of the period, after provisions, the Company was owed the following amounts by subsidiaries: | | 31 December 2025 £000 | 31 July 2024 £000 | | --- | --- | --- | | Europa Oil & Gas Limited | - | 4,983 | | Europa Oil & Gas (Inishkea) Limited | 557 | 518 | | **Total** | **557** | **5,501** | 27 Post reporting date events Following the passing of Resolutions 9 and 10 at the Company's Annual General Meeting held on 30 December 2025, the Company issued 7,803,546 ordinary shares of £0.01 each in the Company ("Ordinary Shares") to Bo Krøll, Non-Executive Chairman, and 4,053,083 Ordinary Shares to William Holland, Chief Executive Officer. Shares were allotted on 6 January 2026. The Company announced on 16 January 2026 that the North Sea Transition Authority has granted a 2-year extension to the first phase of the PEDL343 licence which holds the Company's 137bcf Cloughton discovery. As a result of --- # **Europa Oil & Gas (Holdings) PLC** the extension the first phase of the licence will now expire on 21 March 2028 and the second phase will expire on 21 July 2030. On 5 March Europa the Company raised a total of £4.1 million by way of an issuance of new Ordinary Shares, of which £3.5 million was through the placing of new Ordinary Shares to institutional investors. The Company also raised further aggregate gross proceeds of approximately £640,000 following an oversubscribed WRAP retail offer, (the “Placing”). The proceeds of the Placing will go towards financing the drilling of the Barracuda prospect and to provide general working capital to support working commitments on other licence interests. The Placing has further strengthened the Company’s balance sheet and demonstrates the ongoing shareholder support for the business. On 27 March 2026 the Company received notification from the Irish Government’s Department of Climate, Energy and the Environment that the Minister has given his consent to extend the Phase 1 of FEL 4/19 to 31 January 2028. The Company intends to use the extension to carry out further technical studies and allow more time to secure a partner to advance development of the licence. On 27 April the North Yorkshire Council (“NYC”) planning committee notified the Company of the decision at its meeting on 24th April that it is minded not to approve the Company’s plan for a well in Burniston on its Cloughton prospect, despite the positive recommendation from the Council’s planning department that the operation should proceed. On 18 May the Local Planning Authority (“LPA”) issued its decision to refuse planning permission for the Cloughton gas appraisal well. This refusal is despite the recommendation made by the NYC’s own planning officers who, after rigorously analysing the planning application and the 13 independent experts whose separate reports all supported the application, advised the LPA to approve the application. The Company is disappointed with the LPA’s decision and strongly disagrees with the basis of the refusal. Europa is now assessing its options with a view to appealing the decision and is confident that on appeal the planning permission will be approved.