Final Results

Certain information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain. 

30 June 2025

Coro Energy Plc

("Coro" or the "Company")

Final Results

Coro Energy Plc, the South East Asian renewable energy developer, announces its final results for the year ended 31 December 2024. Shareholders are referred to a separate announcement also issued today in which the Company provides a corporate update, which may also be found on its website.

FY2024 Highlights

· Signed three binding 14-year Power Purchase Agreements ("PPA") to deliver solar power to multiple Mobile World Group ("MWG") commercial and industrial (C&I) rooftop solar sites in Vietnam with a total capacity of 2.6MW.

· Achieved commercial operation date ("COD") and first revenue from 1.2MW of these MWG sites.

· Completed installation of a 130 meter tall meteorological mast in the Philippines to commence a data gathering campaign for the Company's utility-scale wind projects in the province of Oslob.

· Secured a second 100MW Wind Energy Service Contract (WESC) in the Philippines.

· Reduced overhead costs and expenses by over US$800,000 across several categories.

· Commenced negotiations with bondholders and other stakeholders regarding a full balance sheet recapitalisation.

· Raised US$750,000 from a convertible loan note to fund Company operations during negotiations for the recapitalisation.

· Appointed Harry Beamish as a Non-Executive Director.

Post Period End

· Completed the full recapitalisation of the Company's balance sheet through a £2.1m equity fundraising, a 100:1 share capital reorganisation and the deemed redemption of 75% of the Company's existing secured listed bonds with the balance being converted into equity.

· Repaid the US$750,000 convertible loan note in full leaving the Company free of all corporate debt.

· Finalised Coro's strategic pivot to becoming a South East Asian renewables company through the announcement of the sale, by its wholly-owned subsidiary Coro Energy Duyung (Singapore) Pte Ltd, of its 15% participating interest in the Duyung PSC to West Natuna Exploration Ltd ("WNEL"), a subsidiary of Conrad Asia Energy Ltd ("Duyung Sale").

· Received shareholder approval for the Duyung Sale.

· Signed a further binding PPA with MWG for additional sites with a total capacity of 0.8MW.

· Achieved COD on an additional 2.2MW of MWG sites bringing the total operational C&I rooftop solar capacity with MWG to 3.4MW generating run-rate annual cash flows of approximately US$470,000.

· Completed a pre-feasibility study for a standalone 80MW solar project on the island of Cebu in the Philippines and submitted a Certificate Authority pre-application.

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Chairman's Statement

2024 was an extremely challenging year for Coro Energy Plc, ("Coro" or the "Company") but important actions were taken or put in train to create a stronger platform for the business going forward. During 2024 the Company had to raise emergency financing whilst it worked through a recapitalisation of its balance sheet. The Company had historically raised EUR22 million worth of bonds ("Eurobonds") that were secured against its 15% interest in the Duyung Production Sharing Contract. The only other assets the Company had were a producing 3 megawatt pilot rooftop solar project in Vietnam, a memorandum of understanding to roll out rooftop solar for Mobile World Group ("MWG") and two wind energy service contracts in the Philippines. In addition, the Company's listing was suspended as a vote at the 2024 AGM removed one of the two remaining directors meaning the Company did not meet the listing requirements of having at least two directors.

The strategy employed in 2024 was primarily to reduce the cash burn of the Company. This meant reducing costs across several categories including third party advisory fees, PR, finance and legal as well as reducing headcount and travel costs. The Company continues to try to and operate on as small a budget as possible. In addition, the Company needed to bring the capital structure of the business in line with its size and asset base.

The Duyung asset had not been developed in line with the consortium's planned Final Investment Decision ("FID"). This meant that whilst a farm-out partner was identified the partners would need to continue to fund the ongoing cash calls. This was a material cash burden on the Company which by the end of 2024 had resulted in over US$777,000 of unpaid cash calls owed by Coro. The impact of the lack of progress on developing Duyung meant the value of the asset was materially impaired in relation to the Eurobonds. To negotiate a balance sheet recapitalisation with bond holders the Company required an interim funding solution. This was arranged between the Company, its largest equity holder and a Company that was a related party to the Chairman in the form of a convertible loan note ("CLN"). The CLN provided in total US$750,000 of funding to bridge the Coro through to a successful restructuring outcome.

By the end of 2024 the recapitalisation of the balance sheet was not complete but the Company was pleased to announce the closing of a successful transaction in Q1 of 2025. Lastly, the strategy during 2024 in relation to the renewables business was to continue to roll out the high margin MWG solar rooftop sites. In the Philippines the strategy was to continue to gather data from the met mast to understand the economics behind the 200MW wind projects better where the Company has secured service contracts alongside progressing the pre-feasibility study and permitting for the 80MW standalone solar project.

Looking forward beyond the recapitalisation and into the second half of 2025 the Board's strategy is to continue scaling the C&I rooftop solar business in Vietnam and to build a material renewables portfolio in across South East Asia. Post year-end, the Board decided to offer shareholders the chance to remove the cash drain of Duyung G&A by selling its 15% interest to Conrad in return for some shares in Conrad. There can be no guarantee this project will be developed either on time, on budget or in fact at all. The Company is now focused on bringing near-term cash flow from its renewable assets in Vietnam rather than continuing to fund a large long-term gas project. The Company will seek to continue to roll out rooftop solar for MWG as well as build a customer pipeline that allows it to diversify its exposure to any one individual customer in Vietnam.

The Company is in discussions to raise various short and long-term financing to continue its growth in the renewables business. The Board highlights however the highly challenging environment for publicly listed companies and their ability to raise equity and debt financing in current difficult markets and therefore highlights the risk that Coro remains extremely vulnerable to its ability to raise capital to build a material renewable business and continue as a going concern. We hope that 2025 will be a year where Coro can continue to build on the extensive work already done to stabilise the Company and establish a solid base as a renewable platform that can demonstrate its ability to build and operate solar rooftop assets in Vietnam to the market alongside its utility-scale development projects in the Philippines.

Financial Review

Revenue of $0.3m (2023: $0.24m) during 2024 reflects a full year of electricity generation from Coro's solar projects in Vietnam which after depreciation contributed a gross profit of $0.2m (2023: $0.16m). This increase reflects the growing portfolio of operational sites under the MWG contract, which stood at 37 sites at the end of 2024 and is currently 84 sites with a further 46 sites currently under construction and are expected to COD shortly. The Company also signed an EPC contract for these sites and agreed upon payment arrangements with the EPC contractor which provide deferred payment terms for 85% of the EPC costs to be repaid in June 2025.

The overhead cost base has continued to decrease in 2024 to $2.5m (2023: $3.3m) due to cost reductions across most cost categories particularly in employee benefits (note 5).

On 12 April 2024, the Company received a standstill letter in respect of its Eurobonds which provided a conditional standstill on the repayment of the current debt obligations on expiry. As such the interest charge on the Eurobond for 2024 was $1.0m (2023: $3.5m). Following the AGM in 2024, the Company worked to find an interim financing solution to provide liquidity to pay salaries and maintain contracts in the renewables business. On 5 February 2025, the Company announced that at a meeting of Bondholders proposals were approved that all the principal and interest outstanding under the Bonds was deemed to have been repaid in full, with approximately 75% of the principal and all accrued interest written off and with the balance of the principal converted into 311,617,085 shares.

On 15 August 2024, the Company raised funding from a convertible loan note of $0.5m and a further funding of $0.25m on 6 November 2025 which attracted an interest charge for 2024 of $0.1m (2023: nil).

Post the year under review, the Company announced on 10 April 2025 that it had conditionally sold its interest in the Duyung PSC, having entered into agreement in relation to the sale by its wholly owned subsidiary Coro Energy Duyung (Singapore) Pte Ltd of its 15% participating interest in the Duyung PSC to West Natuna Exploration Ltd, a subsidiary of Conrad Asia Energy Ltd. In conducting its impairment review at the 2024 year end, it was concluded that sufficient indicators of impairment existed and as such an impairment of oil and gas assets of $18.9m (2023: nil) was recognised in the 2024 year. (note 13). Further to this the Company's investment in Duyung PSC was also impaired by $16.9m (2023: nil)(note 20).

The Group ended the year with available cash resources of $0.3m (2023: $1.1m).

At the same time as completing the restructuring, the Company completed an equity fundraise and capital reorganisation on 5 February 2025. The capital reorganisation completed a share consolidation of 100 Existing Ordinary Shares of 0.1 pence each in the issued share capital of the Company that was consolidated into one Consolidated Share of 10 pence each. Gross proceeds of $2.1m was raised by the issue of 140,000,616 new ordinary shares.

The Company is working on raising both local debt in Vietnam and international debt that will refinance the EPC loan in Vietnam and fund the continued roll out of the MWG contract as well as cover ongoing working capital. The Company has received a letter of support from one of its significant shareholders, which confirms this party's intent, should it be needed, to provide further financial support to the Company as required over the 12-month period following the date of approval of the 2024 Annual Report. Until such time as an appropriate refinancing occurs, the Company is therefore reliant on the support of this shareholder.

Coro's vision is to continue to build and maintain a South East Asian renewable energy business. To facilitate this, the near-term focus is to raise long-term financing to allow the business to increase in scale as well as build a pipeline of assets that can be developed into cash flow generating rooftop solar assets in Vietnam, alongside utility-scale projects in Philippines that could be sold or divested to international energy companies. Coro has established a presence in both Vietnam and Philippines and now needs to build on this platform over the coming years. Coro's entire focus is now on renewables and growing its platform in the South East Asian renewable market.

The consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

The consolidated balance sheet should be read in conjunction with the accompanying notes.

The consolidated statement of changes in equity should be read in conjunction with the accompanying note 17 on share capital and note 18 Reserves.

The consolidated statement of cash flows should be read in conjunction with the accompanying notes, including the net debt reconciliation in note 16.

Post the year under review, the Company announced on 10 April that it had conditionally sold its interest in the Duyung PSC. It was concluded that sufficient indicators of impairment existed at the year end 2024 that the carrying value of the intangible asset was overstated and that an impairment of $18.9m be recognised in the 2024 year (note 13).

For the 2024 year, the Company recognised $2.3m of lapsed share options that were recycled through the accumulated losses (note 22).

The Company balance sheet should be read in conjunction with the accompanying notes.

As permitted by s408 of the Companies Act 2006, the Company has not presented its own income statement. The Company loss for the year was US$14m (2023: loss US$4.4m).

The consolidated statement of changes in equity should be read in conjunction with the accompanying note 17 on share capital and note 18 Reserves.

The Company statement of cash flows should be read in conjunction with the accompanying notes.

Post the year under review, the Company announced on 10 April that it had conditionally sold its interest in the Duyung PSC. It was concluded that sufficient indicators of impairment existed at the year end 2024 that the carrying value of the investment in Duyung PSC was overstated and that an impairment of $16.9m be recognised in the 2024 year (note 20).

For the 2024 year, the Company recognised $2.3m of lapsed share options that were recycled through the accumulated losses (note 22)

NOTE 1: CORPORATE INFORMATION

Coro Energy plc (the "Company" and, together with its subsidiaries, the "Group") is a company incorporated in England and listed on the AIM market of the London Stock Exchange. The Company's registered address is c/o Pinsent Masons LLP, 1, Park Row, Leeds, England, LS1 5AB, UK. The consolidated financial statements for the year ended 31 December 2024 comprise the Company and its interests in its subsidiaries, investments in associates and jointly controlled operations (together referred to as the "Group"), whose principal activities are described further in the Directors' Report on page 9 of the Company's Annual Report.

NOTE 2: BASIS OF PREPARATION

(a) Statement of compliance

The financial statements are prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006.

(b) Basis of measurement

These financial statements have been prepared on the basis of historical cost apart from non-current assets (or disposal groups) held for sale, which are measured at fair value less costs of disposal and derivative financial instruments recorded at fair value through profit and loss.

(c) Going concern

The Group and Company financial statements have been prepared under the going concern assumption, which presumes that the Group and Company will be able to meet its obligations as they fall due for the foreseeable future.

At 31 December 2024 the Group had cash reserves of $0.25m. The Group's Eurobond obligation matured on 12 April 2024 with the outstanding balances at that date, including the rolled-up coupon, was US$30.2 million. The Group had been in active discussions with bondholders in relation to the restructuring of the bonds and received a letter from two lenders holding 68% of the Eurobonds on 12 April 2024 (the "Standstill"). Under this Standstill, which the Company was advised was binding on the parties, provided a conditional standstill on the repayment of the Group's debt obligations and to the further accruing of interest as from the date of the Standstill. This was to allow the Group to continue with constructive discussions in respect of the Eurobonds and on a broader debt restructuring. Post the year under review a debt restructuring on 5 February 2025 was successfully completed resulting in the full redemption of the Eurobonds principal and accrued interest.

On the 15 August 2024, the Group entered into a convertible loan note for $500,000 with a further advance of $250,000 on 6 November 2024 to fund the Group's renewable business and for general working capital. The outstanding balance of this loan including the accrued interest as at 31 December 2024 was $888,000. This loan plus the accrued interest was fully repaid on 3 April 2025.

On the 27 August 2024, the Group announced that it had signed a second binding 14 year Power Purchase Agreement in Vietnam with Mobile World Group to deliver power at the next 30 sites with a capacity of circa 1MW. At this time the Company also signed an EPC contract for these sites and agreed upon payment arrangements with the EPC contractor which provide deferred payment terms for 85% of the EPC costs to be repaid in June 2025 as at the date of this report is past due. These deferred payments are subject to a 12% coupon and a 2% fee. As at the 31 December 2024 the outstanding balance for the EPC loan was $1.2m (note 16).

As at 31 December 2024, the group reports net current liabilities of $33.9m, consisting primarily of balances owed to the Eurobond holders, the convertible loan note holders, EPC loan holder (note 16) along with trade and other payables. The Eurobond was fully redeemed as part of the capital reorganisation completed on 5 February 2025 and the convertible loan note was fully repaid in April 2025. However, the group requires immediate funding to repay the EPC loan balance due in June 2025 and at the time of this report is past due and payable on request by the EPC contractor, and other creditors. Whilst the group has generated cash from its solar projects in Vietnam over the last two financial periods this has not been sufficient in itself to meet the working capital or debt repayment requirements of the Group.

Post the year under review, the Company raised US$2.6m via an equity raise whilst at the same time completing a capital reorganisation and full redemption of the Eurobond. The proceeds of the equity raise were utilised to fund the Group's renewables business and general working capital. However, under the Group's forecast, this equity together with existing bank balances provides sufficient funding for less than one month as at the date of this report.

Management have prepared a consolidated cash flow forecast for the period to 31 December 2026 which shows that the Group requires additional debt or equity financing before the end of July 2025 to meet its current obligations, including general working capital requirements and repayment of the EPC loan. The Company is working on raising both local and international debt that will refinance the EPC loan in Vietnam and fund the continued roll out of the MWG contract as well as cover ongoing working capital. The company has received a letter of support from one of its significant shareholders, which confirms this party's intent, should it be needed, to provide further financial support to the Company as required over the 12 month period following the date of approval of the 2024 Annual Report. Until such time as an appropriate refinancing occurs, the Company is therefore reliant on the support of this shareholder.

Based on the above, the Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing the Group and Company financial statements for the year ended 31 December 2024. Should the Group and Company be unable to continue trading, adjustments would have to be made to reduce the value of the assets to their recoverable amounts, to provide for further liabilities which might arise and to classify fixed assets as current. The auditors make reference to a material uncertainty to the going concern within their audit report.

(d) Foreign currency transactions

The consolidated financial statements of the Group are presented in United States Dollars ("USD" or "US$"), rounded to the nearest US$1,000.

The functional currency of the Company and all UK domiciled subsidiaries is British Pounds Sterling ("GBP" or "£"). The Group's subsidiaries domiciled in Singapore have a functional currency of USD. The Group's subsidiaries domiciled in the Philippines have a functional currency of Philippines Pesos ("PHP"). The Group's subsidiaries domiciled in Vietnam have a functional currency of Vietnamese Dong ("VND").

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss as finance income or expense. Non-monetary assets and liabilities denominated in foreign currencies are translated at the date of transaction and not retranslated.

The results and financial position of Group companies that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• Assets and liabilities are translated at the closing rate;

• Income and expenses are translated at average rates; and

• Equity balances are not retranslated. All resulting exchange differences are recognised in other comprehensive income.

(e) Use of estimates and judgements

The preparation of the financial statements requires management to make judgments regarding the application of the Group's accounting policies, and to use accounting estimates that impact the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

This note sets out the estimates and judgements taken by management that are deemed to have a higher risk of causing a material adjustment to the reported carrying amounts of assets and liabilities in future years.

(i) Key accounting judgements

Accounting for investment in Coro Renewables VN1 Joint Stock Company

At the reporting date the Group owned 85% of Coro Renewables VN1 Joint Stock Company ("CRV1"), which owns 100% of Coro Renewables VN2 Company Limited, which in turn owns 100% of Coro Renewables Vietnam Company Limited ("CRVCL"). The non-controlling shareholder of CRV1 is Vinh Phuc Energy JSC ("VPE"). CRVCL operates the Group's electricity generating operation in Vietnam.

Under IFRS, the accounting for an interest in another entity depends on the level of influence held over the investee by the investor. Management have concluded that CRV1 is an indirectly held subsidiary of the Company, due to the Company controlling more than half of the voting rights. With reference to the factors outlined in IAS 27 Consolidated and Separate Financial Statements, we concluded that there was no change to managements conclusion.

• There is no agreement with VPE giving them control of the joint venture;

• There is no statute or agreement ceding control to any other party; and

• VPE does not have the power to appoint or remove the majority of the Board of Directors.

100% of the transactions relating to CRV1 and its subsidiary undertakings have been recorded in these consolidated financial statements and the Group has recognised the appropriate non-controlling interest.

Share options and warrants

The Black-Scholes model is used to calculate the fair value of the share options and warrants. The use of this model to calculate the charge involves a number of estimates and judgements to establish the appropriate inputs to be entered into the model, covering areas such as the use of an appropriate interest rate and dividend rate, exercise restrictions and behavioural considerations. A significant element of judgement is therefore involved in the calculation of the charge.

Convertible Loan Notes

Upon issue of a new convertible loan, where the convertible option is at a fixed rate, the net proceeds received from the issue of CLNs are split between a liability element and an equity component at the date of issue. The fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt. The difference between the proceeds of issue of the CLNs and the fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the Group, is included in equity and is not remeasured.

Subsequent to the initial recognition the liability component is measured at amortised cost using the effective interest method.

When there are amendments to the contractual loan note terms these terms are assessed to determine whether the amendment represents an inducement to the loan note holders to convert. If this is considered to be the case the estimate of fair value adjusted as appropriate and any loss arising is recorded in the income statement.

Where there are amendments to the contractual loan note terms that are considered to represent a modification to the loan note, without representing an inducement to convert, the Group treats the transaction as an extinguishment of the existing convertible loan note and replaces the instrument with a new convertible loan note. The fair value of the liability component is estimated using the prevailing market interest rate for similar nonconvertible debt. The fair value of the conversion right is recorded as an increase in equity. The previous equity reserve is reclassified to retained loss. Any gain or loss arising on the extinguishment of the instrument is recorded in the income statement, unless the transaction is with a counterparty considered to be acting in their capacity as a shareholder whereby the gain or loss is recorded in equity.

Where the loan note is converted into ordinary shares by the loan note holder; the unaccreted portion of the loan notes is transferred from the equity reserve to the liability; the full liability is then converted into share capital and share premium based on the conversion price on the note.

(ii) Key accounting estimates

Assessment of indicators of impairment of solar assets

The Group's solar assets consist of two projects in Vietnam, comprising of a 3MW pilot plant and a contract to roll out roof top solar for Mobile World Group ("MWG").

Solar assets are assessed for indicators of impairment under IAS 16 Tangible Assets. Based on estimates as at 31 December 2024 there was $nil write-off (2023: nil).

During 2024 the pilot project produced revenue throughout the year and the initial 10 MWG sites began producing revenue in July 2024 and a further 27 sites commencing revenue on November 2024. A further 47 sites commenced revenue production in January 2025.

Estimate of gas reserves and resources

The disclosed amount of the Group's gas reserves and resources impacts a number of accounting estimates in the financial statements including future cash flows used in asset impairment reviews, see note 13.

The Group employs staff with the appropriate knowledge, skills and experience to estimate reserves quantities. Periodically, the Group's reserves calculations are also subject to independent third-party certification by a competent person.

Assessment of indicators of impairment of intangible assets (note 13)

The Group's intangible assets consist of exploration and evaluation assets, comprising assets related to the Duyung PSC, and development assets and goodwill comprising assets related to Coro Clean Energy Philippines.

Exploration and evaluation assets are assessed for indicators of impairment under IFRS 6 Exploration for, and evaluation of, mineral resources. Post the year under review, the Company announced a sale plan for its 15% interest in the Duyung PSC to West Natuna Exploration Ltd ("WNEL"), a subsidiary of Conrad Asia Energy Ltd ("Conrad"). The sale plan set out a consideration price of an initial 500,000 shares in Conrad with a value of approximately USD225,000, with a further USD750,000 shares in Conrad to be delivered to the Company within 45 days of first commercial production. The fair value of consideration is well below the carrying value of the exploration and evaluation asset of USD18.9m. Duyung PSC was assessed under IFRS 5 Held for Sale as at 31 December 2024 and management considered the requirements of IFRS in respect to the year end classification and concluded that: the criteria were not met at year end; it was determined that the sale plan originated after the end of the financial year under review; and that there was no active search for a buyer at that time. However, indicators of impairment existed in that sufficient data exists to suggest that although a development is likely to proceed, the carrying value of exploration and evaluation assets exceeded the recoverable value of these assets. The best estimate of fair value was determined by referencing the post year end sale plan, being $225,000.

Based on estimates as at 31 December 2024, there was $18.9m write-off (2023: $Nil), see note 13.

Assessment of indicators of impairment of development assets and goodwill (note 13)

The Group's development and goodwill assets consist of two 100MW onshore wind projects and a 100MW solar project in the Philippines. These are assessed for indicators of impairment under IAS 36 Impairment of Assets. Both wind projects already have approved Wind Energy Service Contracts and the onshore solar project has an application for a service contract is expected in 2025. A further 100MW onshore wind project is in early stages of development. The Philippines portfolio is therefore currently a total of 400MW with all four projects being co-located, sharing a grid connection and benefiting from the 130 metre high meteorological ("met") mast which began a two year program of collecting bankable data in January 2024 that will cover all three wind projects. Updates to the economics models for the wind projects, incorporating the first year of met mast data and updated capital expenditure will be completed in 2025. Similarly, an updated economic model for the solar project will be completed in 2025. Management considered the requirements of IAS 36 and concluded that there were no indicators of impairment as at the end of the 2024 financial year.

Disposals of investment in Coro Europe Limited ("CEL") and ion Ventures Holdings Limited ("IVHL")

The Group disposed of its entire shareholding in IVHL on 23 August 2023 and of its entire shareholding in CEL on 8 November 2023. In calculating the profit on disposal the Group must recognise the results of operations of the investees up to the date of completion of the sale in the statement of Comprehensive Income. The most recent financial information that was available as at the respective completion dates were:

CEL: 30 September 2023

IVHL: 30 June 2023

The Group has estimated the financial results between these dates and the completion dates of the transactions and do not consider this to affect the results disclosed in these consolidated financial statements in any material respect.

Company only - impairment assessment for investment in subsidiaries, including loans and receivables (notes 13, 15 and 20)

The Company in applying the expected credit loss ("ECL") model under IFRS 9 must make assumptions when implementing the forward-looking ECL model. This model is required to assess its investments and loans receivable in subsidiaries for impairment at each reporting date.

Estimations were made regarding the credit risk of the counterparty and the underlying probability of default in each of the credit loss scenarios. The scenarios identified by management included Production, Divestment, Fire-sale and Failure. These scenarios considered technical data, necessary licences to be awarded, the Company's ability to raise finance, and ability to sell the project. The Directors make judgements on the expected likelihood and outcome of each of the above scenarios, and these expected values are applied to the loan balances.

The Company's main assets are its interest in the Duyung PSC, held by Coro Energy Duyung (Singapore) Pte Ltd ("CEDSPL") and its investment in the solar pilot project in Vietnam, held by Coro Renewables Vietnam Company Limited ("CRVCL"). As such, the recoverability of investments in subsidiaries depends on the Company's assessment of indicators of impairment of the underlying assets recorded within its subsidiaries.

As noted above, and in note 13, the Company identified indicators of impairment for its 15% interest in the Duyung PSC and, accordingly, the Company's investment in CEDSPL (held indirectly) was subject to a $17.2m write-off (2023: $nil) leaving a carrying value of $225,000 (see note 13).

The Company performed an impairment test on its solar pilot project in Vietnam and found that the recoverable value in use exceeds the net book value, accordingly, the Company's investment in CRVCL (held indirectly) and receivables from CRVCL is deemed to be recoverable in full.

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of consolidation

(i) Subsidiaries

The consolidated financial statements include the results of Coro Energy plc and its subsidiary undertakings made up to the same accounting date. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. All intra-group balances, transactions, income and expenses are eliminated in full on consolidation.

(ii) Interests in other entities

The Group classifies its interests in other entities based on the level of control exercised by the Group over the entity.

Associates

Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting.

Under the equity method of accounting, the investments are initially recognised at cost, including any directly attributable transaction costs, and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses of the investee in profit or loss. The Group's share of movements in other comprehensive income of the investee are recognised in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

Where the Group's share of losses in an equity-accounted investment equals or exceeds its interest in the entity, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.

The carrying amount of equity-accounted investments is tested for impairment at least annually.

Other investments

In a situation where the Group has direct contractual rights to the assets, and obligations for the liabilities, of an entity but does not share joint control, the Group accounts for its interest in those assets, liabilities, revenues and expenses in accordance with the accounting standards applicable to the underlying line item. This is analogous to the "joint operator" method of accounting outlined in IFRS 11 Joint arrangements.

(b) Taxation

Income tax expense or credit for the period is the tax payable on the current period's taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the date of the statement of financial position, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted at the date of the statement of financial position.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

(c) Property, plant and equipment

(i) Recognition and measurement

Property, plant and equipment comprises the Group's tangible oil and gas assets, solar equipment as well as office furniture and equipment. Items of property, plant and equipment are recorded at cost less accumulated depreciation, accumulated impairment losses and pre-commissioning revenue and expenses. Cost includes expenditure that is directly attributable to acquisition of the asset.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised within "other income" in profit or loss.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with expenditure will flow to the Group.

(iii) Depreciation

Oil and gas assets

Oil and gas assets includes gas production facilities and the accumulation of all exploration, evaluation, development and acquisition costs in relation to areas of interest in which production licences have been granted and the related project has moved to the production phase.

Amortisation of oil and gas assets is calculated on the units-of-production ("UOP") basis and is based on Proved and Probable reserves. The use of the UOP method results in an amortisation charge proportional to the depletion of economically recoverable reserves. Amortisation commences when commercial levels of production are achieved from a field or licence area.

The useful life of oil and gas assets, which is assessed at least annually, has regard to both its physical life limitations and present assessments of economically recoverable reserves of the field at which the asset is located. These calculations require the use of estimates and assumptions, including the amount of recoverable reserves and estimates of future capital expenditure. The calculation of the UOP rate of depreciation/amortisation will be impacted to the extent that actual production in the future is different from current forecast production based on total proved reserves, or future capital expenditure estimates change.

Changes to recoverable reserves could arise due to changes in the factors or assumptions used in estimating reserves, including:

• The effect of changes in commodity price assumptions; or

• Unforeseen operational issues that impact expected recovery of hydrocarbons.

Assets designated as held for sale, or included in a disposal group held for sale, are not depreciated.

Other property, plant and equipment

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The depreciation will commence when the asset is installed ready for use.

The estimated useful lives of each class of asset fall within the following ranges:

Solar equipment 7 - 25 years

Office furniture and equipment 3 - 5 years

The residual value, the useful life and the depreciation method applied to an asset are reviewed at each reporting date.

(iv) Impairment

The Group assesses at each reporting date whether there is an indication that an asset (or Cash Generating Unit - "CGU") may be impaired. For oil and gas assets, management has assessed its CGUs as being an individual field, which is the lowest level for which cash inflows are largely independent of those of other assets. For Solar equipment, management has assessed its CGUs as being individual solar arrays including inverters. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's or CGU's recoverable amount. The recoverable amount is the higher of an asset's or CGU's fair value less costs of disposal ("FVLCD") and value in use ("VIU"). Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset/CGU is considered impaired and is written down to its recoverable amount.

The Group bases its impairment calculation on detailed budgets and forecasts, which are prepared separately for each of the Group's CGUs to which the individual assets are allocated. These budgets and forecasts generally cover the forecasted life of the CGUs. VIU does not reflect future cash flows associated with improving or enhancing an asset's performance.

For assets/CGUs, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset's or CGU's recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's/CGU's recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset/CGU does not exceed either its recoverable amount, or the carrying amount that would have been determined, net of depreciation/amortisation, had no impairment loss been recognised for the asset/CGU in prior years. Such a reversal is recognised in the income statement.

(d) Intangible assets

(i) Exploration and evaluation assets

Exploration and evaluation assets are carried at cost less accumulated impairment losses in the statement of financial position. Exploration and evaluation assets include the cost of oil and gas licences, and subsequent exploration and evaluation expenditure incurred in an area of interest.

Exploration and evaluation assets are not depreciated. When the commercial and technical feasibility of an area of interest is proved, capitalised costs in relation to that area of interest are transferred to property, plant and equipment (oil and gas assets) and depreciation commences in line with the depreciation policy outlined above.

Exploration and evaluation assets are assessed for impairment if sufficient data exists to determine technical feasibility and commercial viability or facts and circumstances suggest that the carrying value amount exceeds the recoverable amount.

Exploration and evaluation assets are tested for impairment when any of the following facts and circumstances exist:

• the term of the exploration licence in the specific area of interest has expired during the reporting period or will expire in the near future, and is not expected to be renewed;

• substantive expenditure on further exploration for an evaluation of mineral resources in the specific area is not budgeted nor planned;

• exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the decision was made to discontinue such activities in the specific area; or

• sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

Areas of interest that no longer satisfy the above policy are considered to be impaired and are measured at their recoverable amount, with any subsequent impairment loss recognised in the profit and loss.

(ii) Software

Costs for acquisition of software, including directly attributable costs of implementation, are capitalised as intangible assets and amortised over their expected useful life (currently five years).

(iii) Goodwill

Goodwill arising from business combinations is included in intangible assets.

Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.

(iv) Research and Development

Development costs that are directly attributable to the design and development of identifiable and unique projects controlled by the Group are recognised as intangible assets when the following criteria are met:

• It is technically feasible to complete the project;

• Management intends to complete the project;

• There is sufficient certainty that contractual rights, planning and permitting will be agreed;

• It can be demonstrated how the project will generate probable future economic benefits;

• Adequate technical, financial and other resources to complete the project are available; and

• The expenditure attributable to the project can be reliably measured.

Other development expenditures that do not meet these criteria are recognised as an expense as incurred.

(e) Inventory

Inventory is comprised of drilling equipment and spares and is carried at the lower of cost and net realisable value. Any impairment on value is taken to the income statement.

(f) Non-current assets (or disposal groups) held for sale and discontinued operations

Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use, they are available for sale in their present condition, they are being actively marketed, and a sale is considered highly probable. These conditions must be continuing for the assets to continue to be classified as held for sale.

Disposal groups are measured at the lower of their carrying amount and fair value less costs to sell, except for certain assets such as deferred tax assets, which are specifically exempt from this requirement. An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition.

Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.

Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the balance sheet.

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of profit or loss.

(g) Investments and financial assets

(i) Classification

The Group classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss); and

• those to be measured at amortised cost.

The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.

(ii) Recognition and measurement

A financial asset is recognised if the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at trade date, i.e. the date the Group commits itself to purchase or sell the asset.

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss ("FVTPL"), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss.

Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. Currently, the Group's financial assets are all held for collection of contractual cash flows, which are solely payments of principal and interest. Accordingly, the Group's financial assets are measured subsequent to initial recognition at amortised cost.

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

(iii) Impairment

On a forward-looking basis, the Group estimates the expected credit losses associated with its receivables and other financial assets carried at amortised cost, and records a loss allowance for these expected losses.

(iv) Investment in subsidiaries

In the Company balance sheet, investments in subsidiaries are carried at cost less accumulated impairment.

(ii) Other provisions

Other provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The provisions are discounted to present value using a market rate of interest that is deemed to approximate the time value of money. The increase in the provision due to the passage of time is recognised as interest expense.

(i) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred, and subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Loan fees paid on the establishment of loan facilities are recognised as transaction costs of the loan and amortised over the life of the borrowings.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

(j) Trade and other payables

Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid. The amounts are unsecured and are usually paid within 30 days of the invoice date. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

(k) Share capital

Ordinary Shares are classified as equity. Incremental costs directly attributable to issue of shares are recognised as a deduction from equity, net of any tax effects.

(l) Share-based payments

Share-based payments relate to transactions where the Group receives services from employees or service providers and the terms of the arrangements include payment of a part or whole of consideration by issuing equity instruments to the counterparty. The Group measures the services received from non-employees, and the corresponding increase in equity, at the fair value of the goods or services received. When the transactions are with employees, the fair value is measured by reference to the fair value of the share based payments. The expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

(m) Revenue

Under IFRS 15 Revenue from Contracts with Customers, there is a five-step approach to revenue recognition:

Step 1: Identify the contract(s) with a customer;

Step 2: Identify the performance obligations in the contract;

Step 3: Determine the transaction price;

Step 4: Allocate the transaction price to the performance obligations in the contract; and

Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.

The Group has a single revenue stream, being the sale electricity from two Vietnam solar projects. Electricity is sold to industrial customers under power purchase agreements. Revenue is recognised based on actual produced electricity, which is the only performance obligation, at contractual rates. Revenue is presented net of value added tax ("VAT"), rebates and discounts and after eliminating intra-group sales.

(n) Changes to accounting policies, disclosures, standards and interpretations

(i) New and amended standards adopted by the Group

The following new standards, amendments and interpretations are effective for the first time in these financial statements. However, none has had a material impact on the financial statements:

(ii) New standards not yet adopted

There are no new International Financial Reporting Standards and Interpretations issued but not effective for the reporting period ending 31 December 2024 that will materially impact the Group.

*Not yet endorsed in the UK

NOTE 4: SEGMENT INFORMATION

The Group's reportable segments as described below are based on the Group's geographic business units. This includes the Group's upstream gas operations in Italy, upstream gas and renewables operations in South East Asia, and the corporate head office in the United Kingdom. This reflects the way information is presented to the Board of Directors. Results from the Group's Italian business which were sold in 2023 and classified as a discontinued operation in the 2023 financial results and included below as a comparative result. See note 19.

NOTE 5: GENERAL AND ADMINISTRATIVE EXPENSES

* A provision of $238,000 (2023: nil) was raised against the recoverability of the residual proceeds from the sale of the Italian operations.

Auditor's remuneration

Services provided by the Group's auditor and its associates

During the year, the Group (including its overseas subsidiaries) obtained the following services from the Company's auditor and its associates:

NOTE 6: STAFF COSTS AND DIRECTORS' EMOLUMENTS

The highest paid Director received aggregate cash emoluments of $141k (2023: $359k) as disclosed in the Directors' Remuneration Report on pages 26 to 28.

NOTE 7: FINANCE INCOME/EXPENSE

Interest of borrowings consists of accrued interest on the Eurobond, the convertible loan note and the EPC loan (see note 16).

NOTE 8: INCOME TAX

Income tax

Numerical reconciliation of income tax result recognised in the statement of comprehensive income to tax benefit/expense calculated at the Group's statutory income tax rate is as follows:

Deferred tax

No DTA in respect of carried forward tax losses has been recognised in respect of any Group company due to doubt about the availability of future profits in these companies. Total unrecognised losses (gross) in respect of continuing operations are US$97m (2023: US$30m). Unrecognised losses (gross) relating to discontinued operations total US$Nil (2023: Nil).

NOTE 9: EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.

Diluted loss per share from continuing operations for the current and comparative period is equivalent to basic loss per share since the effect of all dilutive potential Ordinary Shares is anti-dilutive. Diluted profit per share from discontinued operations for the current and comparative period includes the potential dilutive effect of all share options and warrants that were "in the money" as at 31 December 2024, being 68,603,712 options. The potential dilutive shares includes options issued to Directors and management (note 22).

NOTE 10: INVENTORY

Inventory represents the Group's share of inventory held by the Duyung PSC, which is mainly comprised of drilling spares. Following on from the impairment of the Duyung PSC, the value of this inventory has been written down.

NOTE 11: TRADE AND OTHER RECEIVABLES

During the year other receivables relating to the residual proceeds receivable on the sale of the Italian operations of $238,000 (2023: nil) was written down leaving a nil value (2023: $780,000) as at the end of the year under review.

During the year $269,000 (2023: nil) of intercompany receivables in relation to Duyung PSC were written off as part of the impairment review (see note 20).

NOTE 12: PROPERTY, PLANT AND EQUIPMENT

Reconciliation of the carrying amounts for each class of property, plant and equipment are set out below:

Additions to solar assets for the year consist of operational sites under the MWG contract of which $780,000 was paid by the Company and $890,000 under the EPC loan. Reclassifications relate to VAT recoverable in Vietnam that had previously been capitalised.

Reconciliation of the carrying amounts for each class of property, plant and equipment are set out below:

NOTE 13: INTANGIBLE ASSETS

Reconciliation of the carrying amounts for each material class of intangible assets are set out below:

Exploration and evaluation assets relate to the Group's interest in the Duyung PSC. Post the year under review, the Company announced a sale agreement for its 15% interest in the Duyung PSC to West Natuna Exploration Ltd ("WNEL"), a subsidiary of Conrad Asia Energy Ltd ("Conrad"). Under this agreement all outstanding cash calls made upon the Group, including the $430,000 of exploration and evaluation assets, would be settled for a one-off payment of $300,000 and the Group will be released from any obligation to pay future cash calls. The sale plan also sets out a consideration price of an initial 500,000 share in Conrad with a value of approximately $225,000, with a further $750,000 shares in Conrad to be delivered to the Company within 45 days of first commercial production. This sale plan is well below the carrying value of the exploration and evaluation asset of USD18.9m. Duyung PSC was assessed under IFRS 5 Held for Sale as at 31 December 2024 and management considered the requirements of IFRS in respect to the year end classification and concluded that: the criteria were not met at year end; it was determined that the sale plan originated after the end of the financial year under review; and that there was no active search for a buyer at that time. However, indicators of impairment existed in that sufficient data exists to suggest that although a development is likely to proceed, the carrying value of exploration and evaluation assets exceeded the recoverable value of these assets. The best estimate of fair value was determined by referencing the post year end sale plan, being $225,000.

Intangible development assets comprise additions related to expenditure directly attributable to the design and development of identifiable and unique renewables projects controlled by the Group in the Philippines.

Goodwill relates to the acquisition of an additional 8% economic interest the Coro Clean Energy Philippines Inc.'s renewables operations in the Philippines. No impairment of goodwill was noted following testing performed at 31 December 2024.

NOTE 14: INTERESTS IN OTHER ENTITIES

Duyung PSC

The Group's wholly owned subsidiary, Coro Energy Duyung (Singapore) Pte Ltd, is the owner of a 15% interest in the Duyung Production Sharing Contract ("PSC").

The Duyung PSC partners have entered into a Joint Operating Agreement ("JOA"), which governs the arrangement. Through the JOA, the Group has a direct right to the assets of the venture, and direct obligation for its liabilities. Accordingly, Coro accounts for its share of assets, liabilities and expenses of the venture in accordance with the IFRSs applicable to the particular assets, liabilities and expenses.

The operator of the venture is West Natuna Exploration Ltd ("WNEL"). WNEL is a company incorporated in the British Virgin Islands and its principal place of business is Indonesia.

Coro Renewables VN1 Joint Stock Company

In October 2021, a binding shareholder agreement was signed with VPE and the Group acquired an 85% interest in the newly incorporated Vietnamese company, Coro Renewables VN1 Joint Stock Company, which owns 100% of Coro Renewables VN2 Company Limited, which in turn owns 100% of Coro Renewables Vietnam Company Limited.

NOTE 15: TRADE AND OTHER PAYABLES

Trade payables consisted of increases in payables in the UK as the Company managed its liquidity ahead of the equity fund raise on 5 February 2025.

NOTE 16: BORROWINGS

Eurobond

In 2019, the Group issued €22.5m three-year Eurobonds with attached warrants to key institutional investors. The bonds were issued in two equal tranches A and B, ranking pari passu, with Tranche A paying a 5% cash coupon annually in arrears, and Tranche B accruing interest at 5% per annum payable on redemption.

The Eurobonds were due to mature on 12 April 2022 at 100% of par value plus any accrued and unpaid coupon. Bond subscribers were issued with 41,357,500 warrants to subscribe for ten new Ordinary Shares in the Company at an exercise price of 4p per share at any time over the three-year term of the bonds. An additional 6,000,000 warrants were issued to the firm subscriber Lombard Odier Asset Management (Europe) Limited and underwriter Pegasus Alternative Fund Ltd. All warrants related to the Eurobonds expired in April 2022 and none were exercised.

The bonds were initially recognised at fair value and subsequently are recorded at amortised cost, with an average effective interest rate of 18.10%.

In March and April 2022 respectively, the tranche B Noteholders and Tranche A Noteholders approved the extension of the maturity of the bonds by two years to 12 April 2024 with an increase in the coupon to 10% accrued annually and payable in cash on redemption. In addition, the Company undertook to the Noteholders that in the event of a sale of the Company's interest in the Duyung PSC to utilise the net cash proceeds of such disposal(s) to first repay the capital and rolled up interest on the Notes and thereafter to distribute 20% of remaining net proceed(s) to Noteholders. The remaining net proceeds of any sales would be retained and/or distributed to shareholders by the Company.

The restructured bonds were initially recognised at fair value and subsequently are recorded at amortised cost, with an average effective interest rate of 12.10%. The contingent payment upon the sale of the Company's interest in the Duyung PSC has not been considered in the estimate of the effective interest rate as it meets the definition of a contingent liability (note 23).

Since the interest quarter expiring on 12 July 2022, Noteholders had the option to demand quarterly interest payments in newly issued ordinary shares of the Company. This election was made for the quarters ended 12 January 2023 and 12 April 2023 (2022: election was made for the quarter ended 12 October 2022) and the quarterly interest was settled in shares. After this date shareholder approval for the issuance of further shares in the Company as satisfaction of interest charges expired and all interest accrued since this date remains accrued and unpaid and included in the balance above.

On 12 April 2024 the Company received a binding Standstill Letter which provided a conditional standstill on the repayment of the Company's debt obligations at the time of maturity whilst the ongoing constructive discussions with the Company in respect of the Eurobonds continued and whilst certain inflexion points in the business materialised, including the outcome of the Duyung Operator's farm out process. Under the Standstill Letter the calculation and accruing of interest will also came to a standstill.

Post the year under review, the company announced that on 5 February 2025 at a meeting of the bondholders a single resolution to deem the repayment of 75% of the outstanding principal and accrued interest with the remaining 25% of the outstanding amount being converted to 311,617,085 new ordinary shares was approved by the bondholders.

Convertible Loan Note

On the 15 August 2024 the Company entered into a 6-month convertible loan agreement for $500,000. Should the Company decide not to repay in cash or default on the Loan, then the Loan is convertible, together with accrued interest, at the discretion of the Lenders, into such number of new Ordinary shares of the Company as is the higher of: (a) 946,063,400 Ordinary Shares, being the number of Ordinary Shares permitted to be issued pursuant to the authority provided by shareholders at the Company's Annual General Meeting in April 2024; and (b) such number of Ordinary Shares calculated by dividing the total amount drawn down under the Loan by the price per Ordinary Share at which the Company may raise equity funds in the next six months. The 6-month term Loan attracts an annualised coupon of 40% (20% for the 6-month term), payable on the amount of the Loan drawn down, and is secured on the shares of Coro Asia Renewables Limited, the holding company for the Company's renewables business in the Philippines.

On 6 November 2024 the Company increased the loan by an additional USD250,000 bringing the total of the principal of the loan to USD750,000. No other changes were made to the original loan agreement of 15 August 2024.

Post the year under review, on 3 April 2025 the convertible loan note principal and accrued interest was repaid in full.

EPC Loan

On 30 July 2024, the Company announced that the first 10 pilot sites (of an estimated 900 sites) are now operational and revenue generating under the 14 year Power Purchase Agreement ("PPA") in Vietnam with Mobile World Group ("MWG").

On 27 August 2024, the Company (via one of its Vietnam-domiciled subsidiaries) has signed a second binding 14 year PPA in Vietnam with MWG to deliver power at the next 30 sites with a capacity of circa 1MW. The terms of the PPA are consistent with those of the pilot sites. The Company has also signed an EPC contract for these sites and agreed upon payment arrangements with the EPC provider which will in effect provide deferred payment terms for 85% of the EPC costs.

On 25 September 2024, the Company signed a further 14 year PPA with MWG for the next 50 sites with a capacity of circa 1.9MW. To facilitate the construction of these sites, the Company has also entered into an EPC contract with the EPC provider which will in effect provide deferred payment terms, with repayment due in June 2025, for 85% of the EPC costs.

At the end of the year under review the EPC loan balance was $1.196m consisting of $1.153m of principle and $43k of accrued interest.

Net debt reconciliation

An analysis of net debt and the movements in net debt for each of the years presented is shown below:

NOTE 17: SHARE CAPITAL AND SHARE PREMIUM

All Ordinary Shares are fully paid and carry one vote per share and the right to dividends. In the event of winding up the Company, Ordinary shareholders rank after creditors. Ordinary Shares have a par value of £0.001 per share. Share premium represents the issue price of shares issued above their nominal value. As at the date of these financial statements, the Company no unused authority to issue any new Ordinary Shares.

No dividends were paid or declared during the current period (2022: nil).

Issue of ordinary shares

There were no issues of ordinary shares during 2024.

NOTE 18: RESERVES

Other reserves

Share-based payments reserve

The increase in share-based payments reserve is attributable to the current period charge relating to options issued to Directors and management of the Company, which was US$97k (2023: US$303k). US$2.3m (2023: nil) share options lapsed during the year and were recycled to accumulated losses.

Functional currency translation reserve

The translation reserve comprises all foreign currency differences arising from translation of the financial position and performance of the Parent Company and certain subsidiaries, which have a functional currency different to the Group's presentation currency of USD. The total gain on foreign exchange recorded in other reserves for the year was US$361k (2023: US$3,339k loss).

NOTE 19a: DISPOSAL OF SUBSIDIARY

In August 2022 the Group entered into an option agreement with Zodiac Energy plc ("Zodiac") whereby Zodiac acquired the right to acquire 100% of the issued share capital of CEL for a total consideration of up to €7.5 million (the "Option Agreement"), which included up to an aggregate of €1.5 million through a 10% net profit interest ("NPI"). As announced by the Company on 24 August 2022, Zodiac paid a non-refundable deposit of €0.3 million, which was recognised as income in the 2022 financial period, with a further €5.7 million to be paid in cash on completion and further contingent NPI payments. Additionally, Zodiac was liable to pay a working capital adjustment to the Group for the net working capital as at the completion date which as at 31 December 2023 totalled US$472k (see note 21), and the Company was liable to discharge certain tax obligations in Italy at completion. A definitive sale and purchase agreement ("SPA") was executed on 27 March 2023 and the disposal completed on 8 November 2023. From this date CEL ceased to be consolidated as a group company.

During the 2024 financial year the Company received $736,000 of the residual value of proceeds which included the 12 June 2024 agreement to accelerate the next 9 payments for a 22% discount on those payments. As at 31 December 2024 the residual proceeds receivable in relation to the sale of the Italian operations was $298,000 (2023: $780,000, however a provision of $298,000 (2023: nil) was raised against the recoverability of these residual proceeds.

NOTE 19b: DISPOSAL OF INVESTMENT IN ASSOCIATED COMPANY

On 24 August 2023, the Company completed the disposal of its 18.76% shareholding in IVHL to a privately owned entity based in USA.

Cash consideration was £1.25m of which £1m ($1.286m) paid on completion and the remaining £250,000 ($314,000) was received by 11 April 2024. The original shareholding had been acquired for £500,000 ($662,000) in 2020. This resulted in a gain on disposal of $1.3m.

NOTE 20: INVESTMENT IN, AND LOANS TO, SUBSIDIARIES

The impairment of investment in subsidiaries relates to Company's interest in the Duyung PSC. Post the year under review, the Company announced a sale plan for its 15% interest in the Duyung PSC to West Natuna Exploration Ltd, a subsidiary of Conrad Asia Energy Ltd. The sale plan set out a consideration price of an initial 500,000 share in Conrad with a value of approximately US$225,000, with a further US$750,000 shares in Conrad to be delivered to the Company within 45 days of first commercial production, which is well below the carrying value of the investment in Duyung PSC. As such management considered that indicators of impairment existed in that sufficient data exists to suggest that although a development is likely to proceed, but that the full carrying value of investment in Dyung PSC will not be recovered and was impaired by $16.9m to a year end balance of $225,000 (see note 13).

In January 2023 the Company increased its entitlement to future dividends from the Philippines projects held by Coro Clean Energy Philippines Inc. from 80% to 88% under a restructuring agreement. The consideration paid consisted of $102,000 in cash and 375,000 new ordinary shares in the Company valued at $2,000.

On 8 November 2023, the Company sold its interest in its Italian operations via the sale of CEL (note 19a). The carrying value of CEL was Nil as at the disposal date. Previously reported related parties with respect to CEL have therefore been removed from the table below.

The Company's subsidiary undertakings at the date of issue of these financial statements are set out below:

* Indirectly held.

† Formerly Global Energy Partnership Limited, acquired on 17 March 2021.

# The Group has 80% economic interest and management's judgement is that Company controls this entity

I

The following subsidiaries are exempt from audit for the 2024 financial year under s477 of the Companies Act 2006: Coro Clean Energy Limited, Coro Energy Asia Limited, Coro Energy Holdings Cell A Limited, Coro Clean Energy Vietnam Limited, and Coro Asia Renewables Limited.

Loans to and from subsidiaries