Company registration
number 12392909 (England and Wales)
WILDCAT
PETROLEUM PLC
ANNUAL
REPORT AND FINANCIAL STATEMENTS
FOR
THE YEAR ENDED 30 JUNE 2025
WILDCAT PETROLEUM PLC
COMPANY INFORMATION
Directors��������������������������������������������������������� Mr G Roberts
Mr
M Singh
Mr
T Christoffersen (Appointed 26 August 2025)
Secretary��������������������������������������������������������� Mr G Roberts
Company number�������������������������������������������� 12392909
Registered office��������������������������������������������� Belmont House Third Floor
Suite Asco-303
Belmont
Road
Uxbridge
UB8
1HE
Auditor������������������������������������������������������������ Macalvins Ltd
7 St John's Road
Harrow
London
W1J 7DZ
Registrar��������������������������������������������������������� Neville Registrars
Neville House
Steelpark Road
Halesowen
B62
8HD
Financial Adviser�������������������������������������������� Guild Financial Advisory Limited
382 Russell Court
Woburn Place
London
WC1H
0NH
Solicitors�������������������������������������������������������� Kingsley Napley LLP
Knights Quarter
14
St John�s Lane
London
EC1M
4AJ
Company Website������������������������������������������� https://www.wildcatpetroleum.co.uk/
WILDCAT PETROLEUM PLC
CONTENTS
|
� |
Page |
|
Strategic
report |
1-9 |
|
Director's
report |
10-15 |
|
Director's
remuneration report |
16-17 |
|
Independent
auditor's report |
18-26 |
|
Statement of
comprehensive income |
27 |
|
Statement of
financial position |
28 |
|
Statement of
changes in equity |
29 |
|
Statement of
cash flows |
30 |
|
Notes to the
financial statements |
31-45 |
WILDCAT
PETROLEUM PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30
JUNE 2025
Directors' strategic report
The Directors present
the strategic report for the period from 1 July 2024 to 30 June 2025.
Chairman's Report
I am pleased to report the audited
financial statements for the year ended 30 June 2025. The last financial year
has been an eventful but also frustrating one for the Board and the Company's
shareholders as it looks to identify a suitable opportunity that would
constitute an Initial Transaction. Post year end, on 1 September 2025 the
Company announced that it had entered into a
Memorandum of Understanding (�MOU�) with Wildcat Gold & Mining Trading
& Multi Activities Company Ltd ("WGMT"), a company in advanced
discussions to develop two gold licences.
During the year, Wildcat has continued
to seek investment opportunities in business and assets within the upstream
sector of the petroleum industry. For the year ended 30 June 2025, the Company
made a loss of �310,359 (FY24: �255,288). At the balance sheet date, the
Company had Current Assets (including a cash balance of �190,806) totalling of �205,209 (FY24:�290,547),
Current Liabilities of �60,107 (FY24: �37,351) and Net Assets of �145,102
(FY24: �253,196). Since the year end the Company has raised a further � 45,000
(net) through an equity fund raise
During the reporting period the Company entered into a MOU with South Sudan's national oil company, Nilepet. The objective was to collaborate on acquiring the
assets being divested by PETRONAS, which held significant stakes in six oil
producing blocks however the MOU with Nilepet expired
on 12 March 2025, both parties decided to let the MOU lapse due to the growing
tension in South Sudan.
Following the expiry of the initial MOU with Nilepet, the Company announced a new Collaboration
Agreement with South Africa's Strategic Fuel Fund (SFF), an organisation
owned by the State of South Africa. The focus remained on evaluating and
potentially acquiring the former PETRONAS assets in South Sudan. Leveraging the
expertise and contacts of both parties in the South Sudanese oil sector,
Wildcat and SFF have agreed to work together to evaluate the petroleum assets
previously held by PETRONAS and explore potential scenarios for acquiring all
or parts of the assets.
To fund its ongoing strategic initiatives,
Wildcat conducted an equity placing in October 2024. The company issued 130
million new ordinary shares at a price of 0.0012 pence per share, raising
�156,000 before expenses.
Post year end, the board
was delighted to announce the appointment of Trond Christoffersen as an
independent Non-Executive Director with effect from 26 August 2025. Mr
Christoffersen is an experienced professional with 30+ years of experience
working on geophysical and exploration projects globally in senior positions.
His proven track record in the sector will bring valuable insight and
strengthen our engagement with stakeholders. Trond Christoffersen will also
head up the Company�s Audit Committee. We look forward to leveraging his
experience and expertise.
Discussions with the North Sudanese oil minister
(SUDAPET) and the South Sudanese oil minister (NILEPET) have been slow due to
the continued political unrest and conflict. Nonetheless, with gold prices
hitting record highs and Sudan being Africa�s third biggest gold producer, the
Company decided to pursue gold related projects whilst the oil projects slowly
progress through the pipeline. To this end the company announced on the 1st of
September 2025 that it had signed an MOU with Wildcat Gold & Mining Trading
Multi Activities Company Ltd (WGMT). The proposed deal covered gold licences in northern Sudan. This proposed transaction would
constitute an Initial Transaction and therefore, at the request of the Company,
the shares were suspended pending publication of a prospectus providing further
information on the Initial Transaction.
However, within weeks of signing the deal, the
RSF rebels launched for the first time ever GPS guided drones. This gave the
rebels the ability to target with pinpoint accuracy specific targets. The
Company was informed that Western companies would be top of the rebel hit list.
In order to not endanger personal working
on the behalf of Wildcat, the company decided to pull out the deal. This was
announced to the market on the 23rd of September 2025; with the suspension
lifted on the 2nd of October 2025.
The Company is totally dedicated to maximize
returns for shareholders and will look & evaluate any opportunities in order to achieve this aim.
- 1 -
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
A more detailed
summary of events over the reporting period can be found below:
On 2 July 2024 (RNS Reach 6964U announcement)
the Company gave a brief update on the progress made in South Sudan towards
securing an oil asset.
On 16 July 2024 (RNS Reach 5017W) the Company
issued a Newsletter Special regarding South Sudan and management changes at the
Ministry of Petroleum.
On 17 September 2024 (RNS 4164E) the Company
announced that it had entered into a MOU with the Nile
Petroleum Corporation (Nilepet) � the National Oil
and Gas Corporation of South Sudan, to collaborate together
for acquiring the assets held by Petronas Carigali
Nile Ltd (PCNL) in the Republic of South Sudan.
On 20 September 2024 the Company released a
Newsletter regarding a recent visit to South Sudan by the Chairman (Mandhir
Singh) and Country Manager (Dr Omar).
On 25 October 2024 (RNS 7101J) the Company
announced the placing of 130,000,000 new Ordinary Shares at a price of 0.12
pence per share, raising �156,000 (�145,000 net of expenses). The Company
stated that conditional on admission the Company�s issued share capital would
be 2,933,040,000 shares.
On 31 October 2024 (RNS 4692K) the Company
issued a summary of its Annual Financial Report for YE 30 June 2024. The full
report was submitted to the National Storage Mechanism and uploaded to the
Company�s website.
On 18 November 2024 the Company gave Notice of
its AGM to its members � the AGM to be held on 18 December in Streetly,
Birmingham. This was followed by an RNS concerning the same which was released
on November 19th 2024 (RNS 6914M).
On 17 December 2024 the Company issued a
Quarterly Newsletter summary (RNS 3158Q) which included photographs of recent
meetings with Nilepet in South Sudan.
On 19 December 2024 (RNS 6747Q) the Company
announced the results of voting at its AGM and confirmed that all resolutions
were passed.
On 29 January 2025 (RNS
0324V) the Company announced the issue of 255,000,000 warrants to its two
directors and its South Sudan Country manager (individual details in the RNS) �
at a strike price of 0.2 pence/share and valid to 31 December 2026. The Company
noted that the warrants issued to its directors came with performance
conditions attached � mainly the completion of a Reverse Takeover with a
minimum Market capitalisation of �30 million.
On 13 February 2025 (RNS 9286W) the Company
announced the appointment of a new consultant (Charles Hall) whose role would
be to work with the board to widen the breadth and depth of the Wildcat
shareholder base, with particular emphasis on institutional natural resources
investors with past experience of investing into
African oil projects. The RNS also included details on Mr Hall�s experience and
details on the granting of share warrants in lieu of fees for his services.
In its 2024 half year accounts (published 24
March 2025), the Board noted the growing tension in South Sudan first reported
in early March 2025. In August 2024, Petronas announced the withdrawal of its
operations in South Sudan and Nilepet said it would
assume all assets and responsibilities held by Petronas in South Sudan.
In September 2024, WCAT signed a MOU with Nilepet valid for six months to collaborate
together for acquiring the assets. The MOU with Nilepet
expired on 12 March 2025, both parties decided to let the MOU lapse but
continue to be engaged in productive conversations.
On 20 March 2025 (RNS 3854B) the Company
announced that it has signed a Collaboration Agreement with The Strategic Fuel
Fund Association ("SFF"),
an organisation owned by the State of South Africa.
Under the Agreement, Wildcat and SFF have agreed to leverage their contacts in
the oil sector and work together to evaluate the petroleum assets previously
held by PETRONAS and explore potential scenarios for acquiring all or parts of
the assets.
- 2 -
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
On 23 April 2025 (RNS
8642F) The Company made a Director/PDMR Shareholding announcement. Events after the Reporting Period
On 11 August 2025 (RNS 3143U) the Company
announced proposed changes to the Board (subject to Due Diligence), together
with information regarding a General Meeting (GM) in order to
comply with its obligations under the new UK Listing Rules (UKLR) � the GM to
be scheduled for Friday, August 29. � with a Special Resolution proposed to
amend the Company�s Articles of Association.
On 26 August 2025 (RNS 6954W), the Company
confirmed that Trond Christoffersen had joined the Board as a Non-Executive
Director.
On 1 September 2025 (RNS 3729X) the Company
announced the results of the voting on the Special Resolution at the GM � the
Resolution was carried.
On 1 September 2025 (RNS
4173X) the company also announced a Proposed Initial Transaction and Temporary
Suspension of Listing (as per FCA Rules). The transaction concerning an MOU it
had signed with a Gold and Mining company in the Republic of Sudan with the
final agreement subject to formal terms being agreed and Due Diligence.
On 23 September 2025 (RNS 4452A) the Company
reported that due to the escalating security situation in the Republic of Sudan
it had terminated the transaction concerning the MOU it had signed, on 1
September 2025, with a Gold and Mining company in the Republic; and as a result
had applied to the London Stock Exchange to have the suspension of the
Company�s listing lifted with effect of the same date. Subsequently the lifting
of suspension occurred on 2nd October (RNS 7991B).
On 23 September 2025 (RNS 3351A) the Company
announced the appointment of Dr. Olinga Taeed to the board as an Executive
Director with immediate effect. On 13 October 2025 (RNS 1623D) the Company
announced that Dr. Olinga Taeed had resigned with immediate effect and that the
Board was committed to strengthen its governance and
was actively seeking to recruit additional suitable candidates to the Board.
On 30 October 2025 (RNS 4966F) the Company
announced the placing of 71,430,000 new ordinary shares at a price of 0.07
pence/share, raising �50,000 (�45,000 net) for working capital. The company
stated that on admission of these shares, the Company�s issued ordinary share
capital would be 3,004,470,000 ordinary shares.
I would like to thank shareholders for their
continued support. For a further review of the Company�s strategic objectives,
please refer to the items below.
Responsibility statement
This statement is
being made by the Chairman Mr Mandhir Singh and to
the best of his knowledge:
a. the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the issuer and
b. the management report includes a fair review of the development and
performance of the business and the position of the issuer, together with a
description of the principal risks and uncertainties that they face.
Development and performance
The prime objective of the Company is to work
and invest in the upstream sector of the petroleum industry � namely
exploration, appraisal, development and production of oil and gas.
The Company�s intention is to either take a
minority stake or acquire control of a business, either of which may constitute
an Initial Transaction.
In the event that an Acquisition presents itself which would require the raising of
additional capital, the Directors will raise additional equity, debt and/or
other financial instruments to finance such an Acquisition.
- 3 -
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
The Company may enter into
strategic collaborations with oil consultancies, oil
companies or prominent individuals within the oil sector, who may be able to
assist the Company to source a suitable asset.
In assessing any potential acquisition, the
Board will pay particular attention to the following factors when making the
acquisition:
� Businesses which are profitable or potentially profitable within
the period of 1-2 years from acquisition;
� Assets which don�t require a large capital expenditure;
� Assets with low cost of acquisition and potentially significant
up-side.
The Board will seek to draw on its experience in
both the petroleum industry and the financial industry in
order to access suitable targets and fund an Acquisition.
The Directors� objective is to create long term
value for shareholders by building Wildcat, through its targeted investments,
into a successful Company within the upstream sector of the petroleum industry.
During the year, the Company made a
loss of �310,359 (FY24: �255,288). At the balance sheet date, the Company had
Current Assets (including a cash balance of �190,806) totalling
of �205,209 (FY24:�290,547), Current Liabilities of
�60,107 (FY24: �37,351) and Net Assets of �145,102 (FY24: �253,196). Since the
year end the Company has raised a further � 45,000 (net) through an equity fund
raise.
Key performance Indicators
Bank and cash controls:
Bank reconciliations are prepared at least
monthly and reviewed by the Company Secretary. All major items of expenditure
are agreed by the Directors in advance.
There are no other key performance indicators
for this period as the Company has not completed its investment activity.
Principal risks and uncertainties
The risks are
expanded upon and further risks are discussed on pages
11 to 26 of the IPO Prospectus which can
be found in the
Information section of Wildcat�s website: www.wildcatpetroleum.co.uk.
The Company is subject to the following key
risks and uncertainties: Liquidity Risk
The Directors have reviewed the working capital
requirements and believe that, there is sufficient
working capital to fund the running cost of the business and that they will be
able to raise equity to fund projects. These raises only cover operating costs
and not commitments if the company were to commit
contractually to a project. Further information relating to this is contained
within the Chairman's report.
Limitations on the Board�s Experience
The Company believes that the growth of the Company�s future
operations will be largely attributable to the efforts of the members of the
Board, who have played and continue to play a critical role in the business.
The Company will therefore rely heavily on the combined experience of the
Board, both in the oil and gas sector and in the financial sector, to identify
potential acquisition opportunities and to execute the Acquisition. The Board
is confident that this combined experience will allow them to carry out their
investment objectives as detailed in this document. However, there are
limitations on the Directors� experience and know-how in relation to the oil
and gas sector, specific assets they may be looking at and in their knowledge
of the countries or regions in which potential target assets may be located such as Africa. This may impact the Company�s
ability to successfully identify and make the Acquisition and identify suitable
acquisition opportunities and therefore this may have a material adverse impact
on the financial and commercial performance of the Company.
- 4 -
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Conflicts in Ukraine and Middle East
Whilst the Company does not have any operations
in Eastern Europe or the Middle East, it needs to consider the broader impact
on the macroeconomic conditions. The Board remains watchful of broader global
political tensions and the associated potential for armed conflict.
Risk of not finding suitable investment and Risk of
non-performance of Investment
Wildcat may be unable to obtain or renew required drilling rights
or exploration and extraction rights and concessions, licences,
permits and other authorisations
The Company or an acquired company or business
may conduct its operations pursuant to drilling rights and concessions, licences, permits and other authorisations.
Any delay in obtaining or renewing a licence, permit
or other authorisation may result in a delay in
investment or development of a resource and may have a material adverse effect
on the acquired business� results of operations, cash flows
and financial condition. In addition, any existing drilling rights and
concessions, licences, permits and other authorisations may be suspended, terminated or revoked if
the Company or acquired company or business fails to comply with the relevant
requirements. In such cases, government regulators may impose fines or suspend
or terminate the right, concession, licence, permit
and other authorisation, any of which could have a
material adverse effect on the Company�s results of operations, cash flows and
financial condition.
Force Majeure
Wildcat�s operations, now or in the future, may
be adversely affected by risks outside the control of the Company including
war, terrorism or threats of terrorism, civil disorder, subversive activities
or sabotage, fires, floods, explosions, or other catastrophes, epidemics or
quarantine restrictions. Such high-probability, high-impact events, especially
in less well-developed parts of the world where undiscovered commercial oil
reserves remain, could have a material, negative effect on the market price of Wildcat�s
Shares.
Wildcat Investing into Upstream Petroleum Activities
Wildcat will invest into upstream petroleum
activities such as exploration, appraisal, development and production of oil
and gas. This part of the petroleum industry is much more risky than downstream
petroleum activities such as the transport, refining or marketing of petroleum
products. The upstream petroleum sector is closely tied to the performance of
the global economy. Therefore, any deterioration of the global economy or the
price of oil and gas could have an adverse effect on the Company�s business,
prospects, financial condition and results of operations.
Exploration and Development Risks
Petroleum exploration and
development can be highly speculative in nature and involve a high degree of
risk. The economics of developing petroleum assets are affected by many factors
including the cost of operations, variation in the quality of the commodity,
fluctuation in the price of oil/gas, fluctuation in exchange rates, and costs
of development infrastructure and processing equipment. Also factors such as
government regulations, including regulations relating to royalties, allowable
production, export restrictions and environmental protection can significantly
affect the Company�s performance. There is also the risk that oil and gas are
not successfully discovered after incurring significant costs to do so,
resulting in a write off of the investment. As a
result of these uncertainties, there can be no guarantee that any of the
Company�s investments will result in profitable commercial operations.
Activities in the Upstream Petroleum sector can be Dangerous and
may be subject to Interruption
The Company�s operations may be subject to significant hazards and
risks inherent to the upstream petroleum sector and countries in which it
intends to operate. These hazards and risks include but are not limited to
explosions and fires, natural disasters, equipment breakdowns and other
mechanical or system failures, disruption of production operations, improper
installations or operation of equipment, transport, delivery and equipment
supply disruption, acts of political unrest, war and terrorism and local
community opposition and activities.
- 5 -
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Wildcat�s Operations will be subject to all Risks incidental to
the Development and Production of Petroleum Assets
The Company�s future operations will be subject
to all of the risks normally incidental to the
development and production of petroleum assets. These include encountering
unexpected geological formations, equipment failure, accidents, adverse weather
conditions, diseases impacting the health of personnel, pollution and other
environmental risks. If any of these events occur, they could result in
environmental damage, injury to persons/loss of life and failure to produce
commodities in commercial quantities. They could also result in significant
delays to operations, partial or total shutdown of operations, significant
damage to equipment and personal injury or wrongful death claims being brought
against the Company.
Exploration development and production activities are capital
intensive and inherently uncertain in their outcome. As a result, Wildcat may
not generate a return on its investments or recover its costs
and it may not be able to generate cash flows or secure adequate financing for
its future objectives
Exploration, development,
and production activities are capital intensive and inherently uncertain in
their outcome. The Company�s future projects may involve unprofitable efforts,
either from dry wells or from wells that are productive but do not produce
sufficient net revenues to return a profit after development, operating and
other costs. Furthermore, completion of a well does not guarantee a profit on
the investment or recovery of the costs associated with that well. In addition,
drilling hazards or environmental damage could significantly affect operating
costs, and production from successful wells may be adversely affected by
conditions including delays in obtaining governmental approvals or consents,
shut-ins of connected wells resulting from extreme weather conditions,
insufficient storage or transportation capacity or adverse geological
conditions. Production delays and declines, whether or not
as a result of the foregoing conditions, may result in
lower revenue or cash flows from operating activities until such time, if at
all, that the delay or decline is cured or arrested.
Wildcat may be unable to complete the Acquisition or to fund the
operations of the target business if it does not obtain additional funding
Although Wildcat has not
yet identified a prospective target company or business and cannot currently
predict the amount of additional capital that may be required, to complete an
Acquisition or once an Acquisition has been made, if the target is not sufficiently
cash generative, further funds may need to be raised. If, in
order to make an acquisition or following the
Acquisition, the Company�s cash reserves are insufficient, the Company will
likely be required to seek additional equity or debt financing. The Company may
not receive sufficient support from its existing Shareholders to raise
additional equity, and new equity investors may be unwilling to invest on terms
that are favourable to the Company, or at all.
Lenders may be unwilling to extend debt financing to the Company on attractive
terms, or at all. To the extent that additional equity or debt financing is
necessary to complete the Acquisition and remains unavailable or only available
on terms that are unacceptable to the Company, the Company may be compelled
either to restructure or abandon the Acquisition, or proceed with the
Acquisition on less favourable terms, which may
reduce the Company�s return on the investment. Even if additional financing is
unnecessary to complete the Acquisition, the Company may subsequently require
equity or debt financing to implement operational improvements in the acquired business.
The failure to secure additional financing or to secure such additional
financing on terms acceptable to the Company could have a material adverse
effect on the continued development or growth of the acquired business.
Environmental Responsibility
The Company and its management believe that any
matters related to environmental responsibility are not currently applicable as
there are no trading activities. Nevertheless, the Company and its management
acknowledge the importance of environmental responsibility, the need to reduce
carbon emissions and compliance with local regulatory environmental
requirements in the event where future trading and operational activities
occur.
Social, community and human rights responsibility
The Company and its management recognise and acknowledge the responsibility under English
law to promote success of the Company for the benefits of its stakeholders. The
Company and its management also acknowledge and recognise
the responsibility towards partners, suppliers,
contractors, investors, lenders and local community in which future operational
activities will take place. The Company has two employees, being the Directors,
both male.
- 6 -
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Anti-corruption and anti-bribery policy
The Company is aware of the UK Bribery Act 2010
and any related guidelines and regulations. The Company and its management have
conducted a review into its operational procedures to consider the impact of
the Bribery Act 2010 and the Board has adopted
anti-corruption and anti-bribery policy.
Current Situation in the Republic of Sudan and South Sudan
The Company�s activities and plans in the
Republic of Sudan are covered in the Chairman�s Statement. Regarding the
current situation and the attempted coup, which began on April 15th 2023, the Company notes that there have been talks of a mediated peace deal between warring parties but to date
no significant movement in that direction.
Description of the Company�s strategy and business model
The Company was incorporated to target
investment opportunities in businesses and assets within the upstream sector of
the petroleum industry. The Company recently announced a pivot towards gold
production as it entered into a Memorandum of
Understanding (�MOU�) with Wildcat Gold & Mining Trading & Multi
Activities Company Ltd (�WGMT�), a company in advanced discussions to develop
two gold licences.
Analysis of Directors, key employees and employees by sex
The Board, at the date of this report, is made
up of three male directors. Once an Initial Transaction has completed,
the company will look to diversify its board members.
Going Concern
The financial statements have been prepared on
the going concern basis, which assumes the Company will continue to be able to
meet its liabilities as they fall due for the
foreseeable future.
In the period the Company made a loss
of �310,359 (FY24: �255,288). At the balance sheet date, the Company had
Current Assets (including a cash balance of �190,806) totalling
of �205,209 (FY24: �290,547), Current Liabilities of �60,107 (FY24: �37,351)
and Net Assets of �145,102 (FY24: �253,196). Based on the forecasted
expenditure for the period to 31 October 2026, the Directors are of the opinion
that, following the fundraising, the Company will have sufficient cash for the
foreseeable future. For this reason, it continues to adopt the going concern basis in preparing the financial statements.
Funding and expected expenditure for the foreseeable future.
The Company raised � 50,000 (� 45,000 net after
expenses) in an October 2025 equity fund raise in order to provide working capital for its activities. In the event that an Acquisition presents itself which would
most likely require the raising of additional capital, the Directors will raise
additional equity, debt and/or other financial instruments to finance such an
Acquisition.
The further costs and expenses of any
acquisition will likely comprise legal, financial and tax due diligence in
relation to any target company; however, the Company would
only reach this stage after the Directors have carried out an initial
commercial review of the target and the Company has
entered into a non-disclosure agreement and/or heads of terms.
In addition to any share consideration used by the Company in
relation to any acquisition, the Company may raise additional capital in
connection with the consummation of that acquisition (dependent upon the size
of such acquisition and the ability of the Company to satisfy the consideration
in shares).
- 7 -
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Such capital may be raised through share issues
(such as rights issues, open offers or private placings) or borrowings. The
Company may also make an acquisition or fund part of
any acquisition through share-for-share exchanges.
Although the Company envisages that any capital
raised will be from new equity, the Company may also choose to finance all or a
portion of an acquisition with debt financing. Any debt financing used by the
Company is expected to take the form of bank financing, although no financing
arrangements are currently in place, from soundings in the market, the Company
believes that funds can be made available. The Company envisages that debt
financing may be necessary if, for example, a target company has been identified
but would require a certain amount of cash consideration in addition to, or
instead of, share consideration.
Debt financing (if required) for an acquisition
will be assessed with reference to the projected cash flow of the target
company or business/assets and may be incurred at the Company level. Any costs
associated with the debt financing will be paid with the proceeds of such
financing. If debt financing is utilised, there will
be additiona servicing costs. Furthermore, while the
terms of any such financing cannot be predicted, such terms may subject the
Company to financial and operating covenants or other restrictions, including
restrictions that might limit the Company�s ability to make distributions to
Shareholders.
Following an acquisition, the Company�s future
liquidity will depend in the medium to longer term primarily on: (i) the profitability of the company or business/assets it
acquires; (ii) the Company�s management of available cash; (iii) cash
distributions on sale of existing assets; (iv) the use of borrowings, if any,
to fund short-term liquidity needs; and (v) dividends or distributions from any
future subsidiary companies.
The company�s focus as described in the
Chairman�s report is to focus on developing the relationship with the
governments of North and of South Sudan based on the memorandum understanding
that has been signed.
Section 172 Statement
The Directors acknowledge their duty under s.172
of the Companies Act 2006 and consider that they have, both individually and
together, acted in the way that, in good faith, would
be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, they have had regard
(amongst other matters noted above) to:
� the likely consequences of any decision in the long term: The
Company�s long-term strategic objectives, including progress made during the
year and principal risks to these objectives, are shown on
above.
� the interests of the Company�s employees: Our employees are
fundamental to us achieving our long-term strategic objectives.
� the need to foster the Company�s business relationships with
suppliers, customer and others A consideration of our
relationship with wider stakeholders and their impact on our long-term
strategic objectives is also disclosed above.
� the impact of the Company�s operations on the community and the
environment The Company operates honestly and transparently. We consider the
impact on the environment on our day-to-day operations and how we can minimise this.
� the desirability of the Company maintaining a reputation for high
standards of business conduct. Our intention is to behave in a responsible
manner, operating within the high standard of business
conduct and good corporate governance.
� the need to act fairly as between members of the Company: Our intention is to behave
responsibly towards our shareholders and treat them fairly and equally, so that
they too may benefit from the successful delivery of our strategic objectives.
- 8 -
WILDCAT PETROLEUM PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
The Strategic Report forms part of the Company�s
annual accounts and reports. The full set of accounts can be found at the
registered office as stated in the Company information or at:� https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
The Auditor�s Report on the annual accounts is unqualified and
states that the Strategic Report and Director�s Report are consistent with the
financial statements. This report can be found in pages 18-26.
![]()
Mr M Singh
Director
Date:1 November 2025
WILDCAT PETROLEUM PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30
JUNE 2025
The Directors present
their annual report and financial statements for the period from 1 July 2024 to
30 June 2025.
The corporate
governance statement set out on pages 14-15 forms part of this report.
The information
included in this report is not subject to audit other
than where specifically indicated.
Principal activities
The
principal activity of the Company is in the upstream sector of the petroleum
industry � namely exploration,
appraisal,
development and production of oil and gas.
The Company did not
have a qualifying indemnity insurance for Directors.
Results and Dividends
The
trading results for the period and the Company's financial position at the end
of the period are shown in the
attached financial
statements.
The Directors have
not recommended a dividend.
Strategic Report
In
accordance with section 414C (11) of the Companies Act 2006 the Company has
included the review of the
business, the future outlook and the risks and uncertainties faced by the
Company in the Strategic Report.
Directors
The
Directors who held office during the year and up to the date of signature of
the financial statements were as
follows:
Mr G Roberts
Mr M Singh
Mr T Christoffersen������������������������������������������� (Appointed
26 August 2025)
Dr O Taeed������������������������������������������������������� (Appointed
23 September 2025 and resigned 13 October 2025)
Directors' remuneration
The total
remuneration of the Directors for the year was as follows:
Fees/Salary
�
Mr M Singh��������������� 20,000
M G Roberts������������� 23,600
Directors' interests
The Directors' interests in the shares of the Company were as stated below:
Mr M Singh������������������� 1,712,498,982������������ 58.39%
Mr G Roberts���������������� 23,700,000����������������� 0.81%
Mr T Christoffersen�������� Nil����������������������������� Nil
Dr O Taeed������������������� Nil����������������������������� Nil
Mr M Singh transferred 45,492,738 Ordinary shares with a total
value of �40,943.46 into his personal ISA and SIPP (Self-Invested Personal
Pension) and disposed of 1,569,616 Ordinary Shares at a total value of
�1,412.65 (as reported in RNS 8642F on 23 April 2025). Mr M Singh is the
beneficial owner 1,712,498,982 Ordinary Shares which equates to 58.39% of the total share capital of
the Company.
- 10 -
WILDCAT PETROLEUM PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
The Company's capital consists of ordinary
shares which rank pari passu in all respects which are traded on the Main
Market of the London Stock Exchange. There are no restrictions on the transfer
of securities in the Company or restrictions on voting rights and none of the
Company's shares are owned or controlled by employee share schemes. There are
no arrangements in place between shareholders that are known to the Company
that may restrict voting rights, restrict the transfer of securities, result in
the appointment or replacement of Directors amend the Company's Articles of
Association or restrict the powers of the Company's Directors, including in
relation to the issuing or buying back by the Company of its shares or any
significant agreements to which the Company is a party that take effect after
or terminate upon, a change of control of the Company following a takeover bid
or the like.
The total number of shares in issue at the end
of this accounting period was 2,933,040,000 at a par value of GBP 0.000028 per
share.
Substantial shareholdings
At
the date of signing these financial statements, the only shareholder with an interest over 3% was Mr M Singh with
58.39%. Mr M Singh is also a Director and
Chairman of the Company.
Greenhouse Gas (GHG) Carbon emissions
The Company is currently non-trading with no operating premises or
employees other than its Directors, and therefore has
minimal carbon emissions. Total emissions are expected to be lower than 40,000 Kwh. Accordingly, it is not considered necessary to obtain
emissions, energy consumption or energy efficiency data and produce an Energy
and Carbon Report under SI 2018/1155.
Financial risk and management of capital
The
major balances and financial risks to which the Company is exposed to and the
controls in place to minimize
those risks are disclosed in Note 20.
The Board considers and reviews these risks on a
strategic and day-to-day basis in order to minimise any potential exposure.
Financial instruments
The Company has not entered into any financial instruments to hedge against
interest rate or exchange rate risk.
Auditors
Macalvins Ltd were
appointed as auditor to the Company and in accordance with section 485 of the
Companies Act
2006, a resolution
proposing that they be re-appointed will be put at a General Meeting.
- 11 -
WILDCAT PETROLEUM PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Events after the reporting period
Post year end, the
board were delighted announce the appointment of Trond Christoffersen as an
independent Non-Executive Director (with effect from 26 August 2025).
On 1 September 2025
(RNS 3729X) the Company announced the results of the voting on the Special
Resolution at the GM � the Resolution to charge the Articles of Association was
carried. On 1 September 2025 (RNS 4173X) the company also announced a Proposed Initial
Transaction and Temporary Suspension of Listing (as per FCA Rules). The
transaction concerning an MOU it had signed with a Gold and Mining company in
the Republic of Sudan with the final agreement subject to formal terms being
agreed and Due Diligence.
On 23 September 2025
(RNS 4452A) the Company reported that due to the escalating security situation
in the Republic of Sudan it had terminated the transaction concerning the MOU
it had signed, on 1 September 2025, with a Gold and Mining company in the Republic;
and as a result had applied to the London Stock Exchange to have the suspension
of the Company�s listing lifted with effect of the same date. Subsequently the
lifting of suspension occurred on 2nd October (RNS 7991B).
On 23 September 2025
(RNS 3351A) the Company announced the appointment of Dr. Olinga Taeed to the
board as an Executive Director with immediate effect. On 13 October 2025 (RNS
1623D) the Company announced that Dr. Olinga Taeed had resigned with immediate
effect and that the Board was committed to strengthen
its governance and was actively seeking to recruit additional suitable
candidates to the Board.
On the 30 October 2025, �45,000 net was raised
from a new share issue.
- 12 -
WILDCAT PETROLEUM PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Statement of Director's 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 financial statements in accordance with UK adopted
International Accounting Standards (IFRSs). 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 Company and of the profit or loss of the Company for that period. In
preparing these financial statements, International Accounting Standard 1
requires that Directors:
� properly select and apply accounting policies;
� present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable information;
� provide additional disclosures when compliance with the specific
requirements in IFRSs are insufficient to enable users to understand the impact
of particular transactions, other events and
conditions on the entity's financial position and financial performance; and
� make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping
adequate accounting records that are sufficient to show and explain the
Company�s transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
Statement of disclosure to the auditor
Each Director in
office at the date of approval of this annual report confirms that:
� so far as the Director is aware, there is no relevant audit
information of which the Company's auditor is unaware, and
� the Director has taken all the steps that he / she ought to have
taken as a Director in order to
make himself / herself aware of any relevant audit information and to establish
that the Company's auditor is aware of that information.
This confirmation is given and should be
interpreted in accordance with the provisions of section 418 of the Companies
Act 2006.
Annual General Meeting
Notice
of the forthcoming Annual General Meeting of the Company together with
resolutions relating to the
Company�s ordinary
business will be given the members separately.
On behalf of the
Board
Mr M Singh
Director
Date: 1 November 2025
- 13 -
WILDCAT PETROLEUM PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
Corporate governance policy
The policy of the Board is to manage the affairs of the Company
with reference to the UK Corporate Governance Code, which is publicly available
from the Financial Reporting Council. The Company has complied with Corporate
Governance Code during the year.
Application of principles of good governance by the Board of
Directors
The Board currently comprises the four
Directors. Mr Mandhir Singh is the Chairman of the
Company, and Mr Glyn Roberts and Mr Trond Christoffersen are the Independent
non-executive directors assisting the Chairman in the operations of the
company.
There are board meetings several times a year
and other meetings are held as required to direct the overall Company strategy
and operations with the aim of delivering long term shareholder value. The
value to shareholders is to be derived from the completion of an Initial
Transaction and subsequent profitability. Board meetings cover key areas of the
Company's affairs including overall strategy, acquisition policy, approval of
budgets, major capital expenditure and significant transactions and financing
issues. The Board is also responsible for the effectiveness of the Company�s
risk management and internal control systems. The Board believes these are
working effectively, but recognises the ongoing need
for identification, evaluation and management if significant risks.
Outside of the scheduled meetings, the Directors maintain frequent
contact with each other to discuss any issues of concern they may have relating
to the Company or their areas of responsibility, and to keep them fully briefed
on the Company's operations.
The Company does not have a Nomination Committee at present. The
appointment of new Directors is made by the Board as a whole. This is
considered reasonable for a Company of this size. The requirement for a
Nomination Committee will be considered on an ongoing basis.
Audit
Macalvins
Ltd were appointed as auditor to the Company and in
accordance with section 485 of the Companies
Act 2006, a
resolution proposing that they be re-appointed will be put at a General
Meeting.
There is currently no internal audit function within the Company.
The Directors consider that this is appropriate of a
Company of this size.
The Company has adopted an audit committee, chaired by Trond Christoffersen with Glyn Roberts as a member. The Audit
Committee shall meet at least once a year and is responsible for ensuring the
financial performance of the Company is properly reported on and monitored,
including reviews of the annual and interim accounts, results announcements,
internal control systems and procedures and accounting policies, as well as
keeping under review the categorisation, monitoring
and overall effectiveness of the Company's risk assessment and internal control
processes. The appointment of the auditor is made by the Board as a whole. This
is considered reasonable for a Company of this size.
Diversity
The Company has not adopted a formal policy on diversity; however,
it is committed to a culture of equal opportunities for all, regardless of age,
race or gender. The Board is currently made up of two male Directors, and there
are no other employees in the Company.
Climate risk management
The Board oversees and has ultimate responsibility for the
Company�s sustainability initiatives, disclosures, and reporting. This
includes, but is not limited to, climate risks and opportunities. As a shell
Company, the Company is exempt from providing the disclosures required by the
Taskforce on Climate-related Financial Disclosures (�TCFD�). However, this
section provides an overview of the Company�s approach to managing the very
limited climate risks it currently faces.
- 14 -
WILDCAT PETROLEUM PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
The Board have day-to-day responsibility for assessing and
managing climate-related risks and opportunities. We are committed to minimising the Company�s impact on the environment. As it
is presently constituted, the Company�s environmental impact is minimal and
climate-related risks and opportunities are extremely limited until it acquires
another business. At present, the Company has no operating investments, and its
only employees are the Directors. These employees perform largely
information-based roles, and they all work from home as the Company no longer
maintains business premises in the UK.
The only environmental impact currently is from business travel.
The Company�s overall environmental impact is therefore minimal.
The Company�s approach is therefore to seek to maintain lean
working arrangements, use technology to minimise
business travel and encourage employees to recycle, minimise
energy wastage, and do their part to ensure that the Company acts responsibly.
If the Company continues to operate as it is presently constituted it is
therefore difficult to identify any climate related
risks in the short, medium or long term that could significantly impact the
business. For this reason, the Company does not presently feel it is
appropriate or necessary to apply metrics or targets to assess climate related risks beyond the Greenhouse gas reporting
presented on page 11.
The Company does not intend to continue operating in its present
form indefinitely, we intend to make acquisitions that will profoundly change
the scale and climate-related risk profile of the business and the process for identifying and managing them. It is not possible to
reach any sensible conclusions today about which risks the Company may be
exposed to in the future without knowing what businesses
it will acquire.
While it is not possible to know today what climate related risks
it will inherent, the Company is conscious that such risks and opportunities
will exist in any potential acquisition and considers that the most important
objective is to ensure these are properly understood in the due diligence phase
of any transaction so appropriate decisions can be taken on risk mitigation
tools. The Company�s Board have concluded that the
most appropriate way to address this is to ensure that climate-related risk are specifically scoped in
when undertaking due diligence on acquisition targets.
Shareholder relations
The Board acts on behalf of its shareholders to deliver long term value. To accomplish this, the Board keeps several
channels of communication open to communicate with shareholders. Regular
updates to record news in relation to the Company and the status of its
activities released on the London Stock Exchange website.
At AGMs individual shareholders will be given the opportunity to
put questions to the Chairman and to other members of the Board that may be
present. Notice of the AGM is sent to shareholders at least 21 clear days
before the meeting.
Board meetings
There were 8 Board of Directors meetings in the
period, all of which were attended fully by the Directors.
- 15 -
WILDCAT PETROLEUM PLC
DIRECTORS� REMUNERATION REPORT
FOR THE YEAR ENDED 30 JUNE 2025
Introduction
The information
included in this report is not subject to audit other
than where specifically indicated.
Remuneration Committee
The Company is aware of its obligations under
the UK Corporate Governance Code. As it has announced previously, it will set up a Remuneration
Committee once it has commenced its trading activities and the Committee�s
function will be to review the performance of its Directors
and senior employees and set their remuneration and other terms of employment.
The Company has three
Directors and no senior employees.
The Remuneration Policy
Each of the Directors shall be paid a fee at
such rate as may from time to time be determined by the Board. Any Director
shall be entitled to receive such remuneration (whether by way of salary,
commission, participation in profits or otherwise) as the Board or any
committee authorised by the Board may decide, either
in addition to or in lieu of his remuneration as a Director. In addition, any
Director who performs services which in the opinion of the Board or any
committee authorised by the Board go beyond the
ordinary duties of a Director, may be paid such extra
remuneration as the Board or any committee authorised
by the Board may determine.
Recruitment Policy
Base salary levels will take
into account market data for the relevant role, internal relativities,
their individual experience and their current base salary. Where an individual
is recruited at below market norms, they may be re�aligned
over time, subject to performance in the role. Benefits will generally be in
accordance with the approved policy. For external and internal appointments,
the Board may agree that the Company will meet certain relocation and/or
incidental expenses as appropriate.
Service agreements and terms of appointment
The Directors have service contracts with the
Company. These contracts are not fixed term and may be
terminated by either the Company or the Director by giving a
3 months� notice.
Directors' interests
The Directors'
interests in the share capital of the Company are set out in the Directors�
report.
Directors' emoluments (audited)
Remuneration paid to the Directors�
during the year ended 30 June 2025 was:
Director����������������� Base
Salary���������� Fees���������������������� Pension���������������� Total
(Excluding VAT)������� contribution
|
� |
�'000 |
�'000 |
�'000 |
�'000 |
|
Mr M Singh |
20 |
0 |
0 |
20 |
|
Mr G Roberts |
23.6 |
0 |
0 |
23.6 |
|
� |
43.6 |
0 |
0 |
43.6 |
Salaries were paid for the period 1 July 2024 to
30 June 2025.
No pension contributions were made by the Company on behalf of its
Directors, and no excess retirement benefits have been
paid out to current or past Directors.
- 16 -
WILDCAT PETROLEUM PLC
DIRECTORS� REMUNERATION REPORT
FOR THE YEAR ENDED 30 JUNE 2025
Payment for loss of Office
If a contract is to be terminated, the Company
will determine such mitigation as it considers fair and reasonable in each
case. The Company reserves the right to make additional payments where such
payments are made in good faith in discharge of an existing legal obligation
(or by way of damages for breach of such an obligation); or by way of
settlement or compromise of any claim arising in connection with the
termination of an Executive Director�s office or employment.
Percentage change tables
The Directors have considered the requirement
for the percentage change tables comparing the Chairman�s percentage change of
remuneration to that of the average employee to not provide any meaningful
information to the shareholders. This is due to the Company not having any
employees in this or the prior period with the exception of
the Directors. The Directors will review the inclusion of this table for future
reports.
Company performance graph
The Directors have considered the requirement
for a UK 10-year performance graph comparing the Company's Total Shareholder
Return with that of a comparable indicator. The Directors do not currently
consider that including the graph will be meaningful because the Company has
only been listed since 30 December 2020, is not paying dividends, is currently
in a start-up mode and whose focus is to seek an acquisition. In addition, and
as mentioned above, the remuneration of Directors is not currently linked to performance
and we therefore do not consider the inclusion of this graph to be useful to
shareholders at the current time. The Directors will review the inclusion of
this table for future reports.
Other matters
There are no other
reportable matters to disclose.
This report was
approved by the Board on 1 November 2025
On behalf of the
Board
Mr M Singh
Director
- 17 -
WILDCAT
PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF
WILDCAT PETROLEUM PLC
Opinion
We have audited the financial statements of
Wildcat Petroleum Plc for the year ended 30 June 2025 which comprise the income statement, statement
of comprehensive income, the statement of financial
position, the statement of changes in equity, the statement of cash flows and
notes to the financial statements, including a summary of significant
accounting policies.
The financial reporting framework that has been
applied in the preparation of the financial statements is applicable law and
International Financial Reporting Standards (IFRSs) issued by the International
Accounting Standards Board (IASB)
In
our opinion:
� the financial statements give a true and fair view of the state of
the company�s affairs as at 30 June 2025 and of the company�s loss for the year then ended;
� the financial statements have been properly prepared in accordance
with IFRSs as adopted by the IASB; and
� the financial statements have been prepared in accordance with the
requirements of 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 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 public interest
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 company�s ability to continue to adopt the going concern basis of
accounting included:
� Confirm our understanding of the directors� going concern
assessment process, including the controls over the review and approval of the
budget and plan. We have obtained a copy of management�s assessment of going
concern and evidence that the assessment was approved by the Board;
� Assessing the appropriateness of the duration of the going concern assessment period to 31 October 2025 and considering
the existence of any significant events or conditions beyond this period based
on our procedures on the company�s plans and knowledge arising from other areas
of the audit;
� Review and verification of the inputs and assumptions used in the
board approved working capital forecasts, identifying the key assumptions and
evaluating the appropriateness of these assumptions;
� Evaluating management�s historical forecasting accuracy and the
consistency of the going concern assessment with information obtained from
other areas of the audit, such as our audit procedures on the company�s plans.;
� Testing the mechanical accuracy of the going concern analysis;
� Confirming the existence and availability of financing for the
company�s operations;
� Performing independent sensitivity analysis on management�s
assumptions including applying adverse cashflow sensitivities and evaluating
the appropriateness of mitigating actions available to management
for example deferring expenditure; and
� Evaluating the disclosures on going concern.
- 18 -
WILDCAT PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
Our observations
It is the company�s
intention to either take a minority stake or acquire control of a business,
either of which may constitute a Reverse Takeover (RTO), acquisition or
partnership agreement. The company has entered into a
memorandum of understanding with parties of the government of South Sudan,
however, as of the date of the financial statements, the company has terminated this memorandum and are
seeking alternatives.
The directors' assessment includes the
possibility that an acquisition may not occur within the next 12 months and
have considered this in conjunction with their assessment of the working
capital requirements for the basic operation of the company. As discussed in
the directors' assessment and disclosed in the post-balance sheet events note,
the directors have secured an additional fundraising round to the company to
ensure that it has sufficient liquidity to remain solvent beyond
the next 12 months and provide a comfortable level of headroom.
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 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. However, because not all future events such as the RTO
can be predicted, this statement is not a guarantee as to the company�s ability
to continue as a going concern after any significant events including but not
limited to any future acquisition the company may make
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 |
Audit response to key matter |
Findings |
|
Management |
Presumed risk under
ISA 240: |
Based on our audit |
|
Override of |
� |
procedures |
|
controls |
Risk of management
using their position in the company to manipulate |
performed we have |
|
� |
financial results and misappropriate assets. |
not identified any instances of |
|
� |
In addition to the procedures described in the
�Auditor�s responsibilities |
management |
|
� |
for the audit of the financial statements� of the Audit report,
we audited to higher risk all areas requiring judgement, performed tests on a sample basis of journal entries exhibiting unusual characteristics,
|
override of controls. |
|
� |
We assessed the appropriateness of liabilities
and transactions to related parties, reviewing management�s review of
contracts, their Identification and estimation of performance obligations, including
|
� |
- 19 -
WILDCAT PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
|
Key audit matter |
Audit response to key matter |
Findings |
|
Fraud in revenue |
Presumed risk under
ISA 240: |
These procedures |
|
recognition |
� |
enabled us to |
|
� |
Incorrect treatment of income under IFRS. |
form an opinion that the presumed risk of |
|
� |
We performed relevant audit procedures and
specific tests to evaluate if |
fraud in revenue |
|
� |
income had been omitted from the financial
statements for the current |
recognition is |
|
� |
year. Our procedures included the following: |
rebuttable under ISA |
|
� |
�
Review of Company Bank Statements: |
240. |
|
� |
� Our review of the company's bank statements did not reveal |
� |
|
� |
�
Examination of Board Minutes: |
� |
|
� |
�
Inspection of all
board minutes did not yield any evidence of contracts that were agreed upon or acquisitions that were |
� |
|
� |
�
Review of RNS Filings: |
� |
|
� |
�
The review of all
RNS filings made since June 30, 2024,
did not provide� evidence�� that�� the�� company�� had�� completed�� any
|
� |
|
Going concern |
Risk of incorrect
use of the going concern assumption based on the |
Based on the result |
|
� |
company�s financial
position arising from obligations to repay working |
of our audit |
|
� |
capital loans and
remuneration to the Directors, other operating losses |
Procedures and |
|
� |
and cash position as at
30 June 2025. |
Verification of the post balance sheet |
|
� |
We� performed�� procedures�� to� test�� and�� assess�� the� significant |
event of an |
|
� |
assumptions used in
the working capital forecasts, including performing |
Additional fundraise |
|
� |
sensitivity
analysis as detailed in the going concern section of
the audit |
of �45,000 |
|
� |
report. |
we have concluded the directors� adoption of the going basis of preparation. |
|
� |
� |
We have inspected |
|
� |
� |
RNS feeds and |
|
� |
� |
Board Minutesto confirm the company will�� not�� enter�� into significant capital without additional |
- 20 -
WILDCAT PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
|
Key audit matter |
Audit response to key matter |
Findings |
|
Incorrect |
Risk that share
based payments are accounted for incorrectly under |
We have reviewed |
|
Accounting and |
IFRS |
the calculations and |
|
Disclosure of |
� |
the disclosures |
|
Share based |
� |
within the financial |
|
Payments and warrants |
We�� will�� perform enhanced�� audit� procedures�� in� respect of the calculations for the amounts recognised in respect of share based
payments and warrants issued during the year. |
statements in relation to share |
|
� |
An IFRS CaseWare checklist will be utilised to confirm the compliance |
We identified Adjustments in |
|
� |
of the disclosures
with the accounting standards |
respect of management�s calculation of the instrument�s fair value at grant date. . |
|
� |
� |
These adjustments have been corrected by management |
|
Understatement |
Risk that expenses are understated, an incentive
to understatement |
All audit adjustments |
|
of expenses and |
was identified during our risk assessment due to
the company�s losses |
identified have been |
|
liabilities |
and net liability
position. |
Corrected by Management and |
|
� |
The following audit procedures were performed and
included, among |
Therefore based |
|
� |
others: |
results of our audit |
|
� |
�
Audited a sample of operating expenses� and
supporting |
Procedures the |
|
� |
����
documentation, vouching for the accuracy and classification of the |
Expenses balances Are not materially |
|
� |
expenses. |
misstated. |
|
� |
�
Performed analytical reviews of expenses with the
prior year and |
� |
|
� |
� Performed
substantive audit procedures on creditors and accruals |
� |
|
� |
�
We make enquiries of known service providers to
ensure that the |
� |
|
� |
We have furthermore obtained confirmation from relevant individuals and
entities confirming the company�s aggregate transactions with then during the
period under audit and the company obligations at the year end. |
� |
-
21 -
WILDCAT PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
|
Key audit matter |
Audit response to key matter |
Findings |
|
Accounting |
Risk that IFRS and
UK Corporate Governance Code are not compliant |
All disclosure |
|
disclosures |
or omitted. |
Adjustments or omissions assessed |
|
� |
We thoroughly reviewed the accounts'
disclosures to ensure that all |
As material have |
|
� |
required� information�� was�� included� utilising�� appropriate� industry |
been� corrected by |
|
� |
standard IFRS disclosure checklist and the UK
corporate governance code checklist. The latter encompassed compliance with
Listing rules, Disclosure and Transparency Rules pertaining to audit
committees and corporate governance� statements,� the�� 2018
version��� of the��� UK |
management. |
|
� |
Corporate
Governance Code issued by the FRC, FRC Guidance on |
We have concluded |
|
� |
Risk
Management/Internal Controls, the 2016 FRC guidance on Audit |
The financial |
|
� |
Committees, the
2018 FRC guidance on Board Effectiveness, and the |
Statements are |
|
� |
FRC Minimum
Standards for 2023 concerning Audit Committees and |
materially compliant |
|
� |
external audit. |
with IFRS, the UK |
|
� |
� |
Corporate |
|
� |
Furthermore, we conducted a review of the LSE listing for
company to identify any essential information requiring disclosure. |
Governance Code, The Listing Rules and other relevant regulation. |
- 22 -
WILDCAT PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
Our application of materiality
The scope of our audit was
influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature, timing and extent
of our audit procedures on the individual financial statement line items and
disclosures and in evaluating the effect of misstatements, both individually
and in aggregate on the financial statements as a whole.
Based on our professional judgment, we
determined materiality for the financial statements as a
whole as follows:
|
Overall materiality |
�11,600 |
|
Benchmark applied |
5% of total loss for the
year |
|
Rationale for benchmark |
The company is
still at an early stage of development. The main activity of the company since
incorporation has been identifying an acquisition targets
in South Sudan and other energy markets. The loss for the year which is due to
administrative expenses has been determined to be
the most appropriate basis for materiality. |
|
Performance materiality |
Performance materiality is set to reduce to an
appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements in the
financial statements exceeds materiality for the financial statements as a
whole. We set performance materiality at �8,100,
which represents 70% of overall materiality |
|
Triviality threshold |
We agreed with the directors that we would report to them
misstatements identified during our audit above �585
as well as misstatements below that amount that, in
our view, warranted reporting for qualitative reasons. |
During the course of our
audit, we reassessed initial materiality. Our assessment of final materiality
from our original assessment at planning reflected the
change in actual reported performance during the year. Our conclusion from the applying the revised
materiality to our audit work would not require any revisions to our audit
opinion, conclusions from our audit findings or warrant any additional audit
procedures to be performed.
- 23 -
WILDCAT PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
Other information
The directors are responsible for the other
information. The other information comprises the information included in the
annual report, other than the financial statements and our auditor�s report
thereon. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. In
connection with our audit of the financial statements, 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 audit or otherwise appears to be materially
misstated.
If we identify such material inconsistencies or
apparent material misstatements, we are required to determine whether there is
a material misstatement in the financial statements or a material misstatement
of the other information. 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 the part of the Directors� remuneration report to be audited has
been properly prepared in accordance
with the Companies Act 2006.
In our opinion, based
on the work undertaken in the course of our audit:
� the information given in the strategic report and the Directors'
report for the financial period 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 Company and its 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 Company, or returns adequate for our audit
have not been received from branches not visited by us; or
�
the Company financial
statements and the Directors� remuneration report to be audited 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.
Corporate governance statement
Our obligation is to review the directors� statement in relation
to going concern and viability of the company and review the Corporate
Governance Statement relating to the company�s compliance with the provisions
of the UK Corporate Governance Code specified in The Listing Rules.
- 24 -
WILDCAT PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
We have concluded, based on the work undertaken
as part of our audit, that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or
our knowledge obtained during the audit:
�
Directors� statement
with regards to the appropriateness of adopting the
going concern basis of accounting and any material uncertainties identified in
their statement;
�
Directors�
explanation as to its assessment of the company�s prospects, the period this
assessment covers and why the period is appropriate set
out in their statement;
�
Director�s statement
on whether it has a reasonable expectation that the company will be able to
continue in operation and meets its liabilities set out in their statement;
�
Directors� statement
on accountability, diversity and other matters set out in their statement;
�
Board�s confirmation that it has carried out a robust assessment of the emerging
and principal risks set out in their statement;
�
The section of the
annual report that describes the review of
effectiveness of risk management and internal control systems set out in their
statement; and;
�
The section
describing the work of the Audit and Risk Committee set out in their statement.
Responsibilities of directors
As explained more fully in the Directors�
responsibilities statement set out on page 13, the Directors are responsible
for the preparation of the financial statements and for being satisfied that
they give a true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the
Directors are responsible for assessing the 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 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 aggregate,
they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
The extent to which
our procedures are capable of detecting
irregularities, including fraud is detailed below:
In identifying and assessing risks of material
misstatement in respect of irregularities, including fraud and non�compliance
with laws and regulations, we considered the following:
� the nature of the industry and sector, control environment and
business performance including the design of the company's remuneration
policies, key drivers for directors� remuneration, bonus levels and performance
targets;
� results of our enquiries of management about their own
identification and assessment of the risks of irregularities;
� identifying, evaluating and complying with laws and regulations
and whether they were aware of any instances of noncompliance;
� detecting and responding to the risks of fraud and whether they
have knowledge of any actual, suspected or alleged fraud;
� the internal controls established to mitigate risks of fraud or non-compliance
with laws and regulations; and
� Addressing the risks of fraud through management override of
controls by performing journal entry testing.
- 25 -
WILDCAT PETROLEUM PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
These matters were discussed among the audit
engagement team regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
As a result of these procedures, we considered
the opportunities and incentives that may exist within the organisation
for fraud. In common with all audits under ISAs (UK), we are also required to
perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal
and regulatory frameworks that the company operates in, focusing on provisions
of those laws and regulations that had a direct effect on the determination of
material amounts and disclosures in the financial statements. The key laws and
regulations we considered in this context included the UK Companies Act and
local tax legislation.
There are inherent limitations in the audit
procedures described above and the primary responsibility for the prevention
and detection of irregularities including fraud rests with management. As with
any audit, there remains a risk of non-detection of irregularities, as these
may involve collusion, forgery, intentional omissions, misrepresentations or
the override of internal controls.
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. This description
forms part of our auditor�s report.
Other matters which we are required to address
We were re-appointed
by the directors to audit the financial statements for the year ending 30 June
2025. This is the second year acting as statutory auditors for the company.
Independence
We are independent of the 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
public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC�s
Ethical Standard were not provided to the company and we remain independent of
the company in conducting our audit.
We have provided no
other non-audit services during the year ended 30 June 2025.
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.
![]()
Pankaj Rajani (Senior Statutory Auditor)
For and on behalf of������������������������������������������������������������������������ Date: 1 November 2025
Macalvins
Ltd
Bank House
7 St John's Road
Harrow
HA1 2EY
- 26 -
WILDCAT PETROLEUM PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
|
|
2025 |
|
2024 |
|
|||||||
|
|
Notes |
|
� |
|
� |
|
|||||
|
Administrative
expenses |
|
(310,359) |
|
(255,288) |
|||||||
|
|
|||||||||||
|
|
|
|
|
|
|||||||
|
|
|||||||||||
|
Operating loss |
3 |
|
(310,359) |
|
(255,288) |
||||||
|
|
|||||||||||
|
Income
tax expense |
7 |
|
- |
|
- |
|
|||||
|
|
|||||||||||
|
|
|
|
|
|
|||||||
|
|
|||||||||||
|
Loss and total comprehensive income
for the year |
18 |
|
(310,359) |
|
(255,288) |
||||||
|
|
|||||||||||
|
|
|
|
|
|
|||||||
|
|
|||||||||||
|
Loss per share |
8 |
|
|||||||||
|
Basic
and diluted |
|
(0.0001) |
|
(0.0001) |
|
||||||
|
|
|||||||||||
|
|
|
|
|
|
|
||||||
- 27 -
WILDCAT PETROLEUM PLC
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
|
|
2025 |
|
2024 |
|
|||||||
|
|
Notes |
|
� |
|
� |
|
|||||
|
|
|||||||||||
|
Current assets |
|
||||||||||
|
Trade
and other receivables |
9 |
|
14,403 |
|
3,974 |
|
|||||
|
Cash
and cash equivalents |
|
190,806 |
|
286,573 |
|
||||||
|
|
|||||||||||
|
|
|
|
|
|
|||||||
|
|
|||||||||||
|
|
205,209 |
|
290,547 |
|
|||||||
|
|
|||||||||||
|
|
|
|
|
|
|||||||
|
|
|||||||||||
|
Current liabilities |
|
||||||||||
|
Trade
and other payables |
11 |
|
60,107 |
|
37,351 |
|
|||||
|
|
|||||||||||
|
|
|
|
|
|
|||||||
|
|
|||||||||||
|
Net current assets |
|
145,102 |
|
253,196 |
|
||||||
|
|
|||||||||||
|
|
|
|
|
|
|||||||
|
|
|||||||||||
|
Net assets |
|
145,102 |
|
253,196 |
|
||||||
|
|
|||||||||||
|
|
|
|
|
|
|||||||
|
|
|||||||||||
|
Equity |
|
||||||||||
|
Called
up share capital |
15 |
|
82,125 |
|
78,485 |
|
|||||
|
Share
premium account |
16 |
|
1,336,033 |
|
1,194,593 |
|
|||||
|
Other
reserves |
17 |
|
63,944 |
|
6,759 |
|
|||||
|
Retained
earnings |
18 |
|
(1,337,000) |
|
(1,026,641) |
||||||
|
|
|||||||||||
|
|
|
|
|
|
|||||||
|
|
|||||||||||
|
Total equity |
|
145,102 |
|
253,196 |
|
||||||
|
|
|||||||||||
|
|
|
|
|
|
|||||||
|
|
|||||||||||
|
The financial statements were
approved by the Board of Directors and authorised
for issue on 1 November 2025.. and are signed on its
behalf by:
|
|
||||||||||
M Singh ����������������������
Director
Company Registration No. 12392909
- 28 -
WILDCAT PETROLEUM PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
|
|
Share
capital |
Share
premium account |
Other
reserves |
Retained
earnings |
Total |
|
|||||||||
|
|
Notes |
� |
� |
� |
� |
� |
|
||||||||
|
|
|||||||||||||||
|
Balance at 1
July 2023 |
|
67,985 |
811,343 |
256,034 |
|
(1,027,387) |
107,975 |
|
|||||||
|
|
|||||||||||||||
|
Year ended 30 June 2024: |
|
||||||||||||||
|
Loss
and total comprehensive income for the year |
18 |
- |
- |
- |
|
(255,288) |
(255,288) |
||||||||
|
Issue
of share capital net of issue costs |
15,16 |
10,500 |
383,250 |
- |
- |
393,750 |
|
||||||||
|
Credit
to equity for equity settled share-based payments |
17 |
- |
- |
6,759 |
|
6,759 |
|
||||||||
|
Transfer
to retained earnings |
17,18 |
- |
- |
|
(256,034) |
256,034 |
- |
|
|||||||
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|||||||||||||||
|
Balance at
30 June 2024 |
|
78,485 |
1,194,593 |
6,759 |
|
(1,026,641) |
253,196 |
|
|||||||
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|||||||||||||||
|
Year ended 30 June 2025: |
|
||||||||||||||
|
Loss
and total comprehensive income for the year |
18 |
- |
- |
- |
|
(310,359) |
(310,359) |
||||||||
|
Issue
of share capital net of issue costs |
15,16 |
3,640 |
141,440 |
- |
- |
145,080 |
|
||||||||
|
Credit
to equity for equity settled share-based payments |
17 |
- |
- |
57,185 |
- |
57,185 |
|
||||||||
|
Transfer
to retained earnings |
17,18 |
- |
- |
- |
- |
- |
|
||||||||
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|||||||||||||||
|
Balance at
30 June 2025 |
82,125 |
1,336,033 |
63,944 |
|
(1,337,000) |
145,102 |
|
||||||||
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
WILDCAT PETROLEUM PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30
JUNE 2025
|
Notes |
2025 � |
� |
2024 � |
� |
|
|
Cash flows from operating activities |
� |
� |
� |
� |
� |
|
Cash absorbed by operations |
24 |
� |
(240,847) |
� |
(242,942) |
|
Net cash outflow from operating activities |
� |
� |
(240,847) |
� |
(242,942) |
|
Financing activities |
� |
� |
� |
� |
� |
|
Proceeds from issue of shares |
� |
156,000 |
� |
450,000 |
� |
|
Share issue costs |
� |
(10,920) |
� |
(56,250) |
� |
|
Net cash generated from financing activities |
� |
� |
145,080 |
� |
393,750 |
|
Net (decrease)/increase in cash and cash equivalents |
� |
� |
(95,767) |
� |
150,808 |
|
Cash and cash equivalents
at beginning of year |
� |
� |
286,573 |
� |
135,765 |
|
Cash and cash equivalents
at end of year |
� |
� |
190,806 |
� |
286,573 |
- 30 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
1������ Accounting policies
Company information
Wildcat Petroleum Plc is a public company limited by shares
incorporated in England and Wales. The registered office is Belmont House Third
Floor, Suite Asco-303, Belmont Road, Uxbridge,
Middlesex, UK, UB8 1HE. The Company currently has no premises and as such there
is no trading address. The Company's principal activities and nature of its
operations are disclosed in the Directors' report.
1.1 Accounting convention
The financial statements have been prepared in
accordance with UK adopted International Accounting Standards (IFRS) and with
those parts of the Companies Act 2006 applicable to companies reporting under
IFRS, except as otherwise stated.
The financial statements are prepared in
sterling, which is the functional currency of the Company. Monetary amounts in
these financial statements are rounded to the nearest �.
The financial statements have been prepared
under the historical cost convention. The principal accounting policies adopted
are set out below.
1.2 Going concern
The
financial statements have been prepared on the going concern basis, which
assumes the Company will
continue to be able
to meet its liabilities as they fall due for the
foreseeable future.
In the
period the Company made a loss of �310,359 (FY24: �255,288). At the balance
sheet date, the Company had Current Assets (including a cash balance of
�190,806) totalling of �205,209 (FY24: �290,547),
Current Liabilities of �60,107 (FY24: �37,351) and Net Assets of �145,102
(FY24: �253,196). Based on the forecasted expenditure for the period to 31
October 2026, the Directors are of the opinion that, following the October 2025
fundraising, the Company will have sufficient cash for the foreseeable
future. For this reason, it continues to adopt the going concern basis in preparing the financial statements.
1.3 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short-term liquid investments with original maturities
of three months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities.
1.4 Financial assets
Financial assets are recognised
in the Company's statement of financial position when the Company becomes party
to the contractual provisions of the instrument. Financial assets are
classified into specified categories, depending on the nature and purpose of
the financial assets.
At initial recognition, financial assets
classified as fair value through profit and loss are measured at fair value and
any transaction costs are recognised in profit or
loss. Financial assets not classified as fair value through profit and loss are
initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or
loss
When any of the above-mentioned conditions for classification of
financial assets is not met, a financial asset is classified as measured at
fair value through profit or loss. Financial assets measured at fair value
through profit or loss are recognized initially at fair value and any
transaction costs are recognised in profit or loss
when incurred. A gain or loss on a financial asset measured at fair value
through profit or loss is recognised in profit or loss, and is included within finance income or finance costs
in the statement of income for the reporting period in which it arises.
- 31 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1������ Accounting policies���������������������������������������������������������������������������������������������������������� (Continued)
Financial assets held at amortised
cost
Financial instruments are classified as
financial assets measured at amortised cost where the
objective is to hold these assets in order to collect
contractual cash flows, and the contractual cash flows are solely payments of
principal and interest. They arise principally from the provision of goods and
services to customers (eg trade receivables). They
are initially recognised at fair value plus
transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised
cost using the effective interest rate method, less provision for impairment
where necessary.
Impairment of
financial assets
Financial
assets, other than those measured at fair value through profit or loss, are
assessed for indicators of
impairment
at each reporting end date.
Financial assets are impaired where there is
objective evidence that, as a result of one or more
events that occurred after the initial recognition of the financial asset, the
estimated future cash flows of the investment have been affected.
Derecognition of
financial assets
Financial
assets are derecognised only when the contractual
rights to the cash flows from the asset expire, or
when
it transfers the financial asset and substantially all the risks and rewards of
ownership to another entity.
1.5 Financial liabilities
The Company recognises financial debt when the Company becomes a party
to the contractual provisions of the instruments. Financial liabilities are
classified as either 'financial liabilities at fair value through profit or
loss' or 'other financial liabilities'.
Financial liabilities
at fair value through profit or loss
Financial
liabilities are classified as measured at fair value through profit or loss
when the financial liability is
held
for trading. A financial liability is classified as
held for trading if:
� it has been incurred principally for the
purpose of selling or repurchasing it in the near term, or
� on initial recognition it is part of a portfolio of identified
financial instruments that the Company manages together and has a recent actual
pattern of short-term profit taking, or
� it is a derivative that is not a financial guarantee contract or a
designated and effective hedging instrument.
Financial liabilities at fair value through
profit or loss are stated at fair value with any gains or losses arising on
remeasurement recognised in profit or loss.
Other financial liabilities
Other financial liabilities, including
borrowings, trade payables and other short-term monetary liabilities, are
initially measured at fair value net of transaction costs directly attributable
to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the
purposes of each financial liability, interest expense includes initial
transaction costs and any premium payable on redemption, as well as any
interest or coupon payable while the liability is outstanding.
Derecognition of
financial liabilities
Financial
liabilities are derecognised when, and only when, the
Company�s obligations are discharged,
cancelled,
or they expire.
1.6 Equity instruments
Equity instruments issued by the Company are recorded at the
proceeds received, net of direct issue costs. Dividends payable on equity
instruments are recognised as liabilities once they
are no longer at the discretion of the Company.
-
-32 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1������ Accounting policies���������������������������������������������������������������������������������������������������������� (Continued)
1.7 Taxation
The
tax expense represents the sum of the tax currently
payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year.
Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible. The Company�s liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the reporting end
date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet
liability method. Deferred tax liabilities are generally recognised
for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill
or from the initial recognition of other assets and liabilities in a
transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of
deferred tax assets is reviewed at each reporting end date and reduced to the
extent that it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered. Deferred tax is
calculated at the tax rates that are expected to apply in the period when the
liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the Company has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets
and liabilities relate to taxes levied by the same tax authority.
1.8 Employee benefits
The
costs of short-term employee benefits are recognised
as a liability and an expense, unless those costs
are
required to be recognised as part of the cost of
inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee�s
services are received.
Termination benefits are recognised
immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.9 Share-based payments
Equity-settled share-based payments are measured at fair value at
the date of grant by reference to the fair value of the equity instruments
granted using the Black-Scholes model. The fair value determined at the grant
date is expensed on a straight-line basis over the vesting period, based on the
estimate of shares that will eventually vest. A corresponding adjustment is
made to equity.
When the terms and
conditions of equity-settled share-based payments at the time they were granted
are subsequently modified, the fair value of the share-based payment under the
original terms and conditions and under the modified terms and conditions are
both determined at the date of the modification. Any excess of the modified
fair value over the original fair value is recognised
over the remaining vesting period in addition to the grant date fair value of
the original share-based payment. The share-based payment expense is not
adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from
employee redundancies) are treated as an acceleration of vesting and the amount
that would have been recognised over the remaining
vesting period is recognised immediately.
- 33 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
1������ Accounting policies���������������������������������������������������������������������������������������������������������� (Continued)
1.10 Foreign exchange
Transactions in currencies other than pounds sterling are recorded
at the rates of exchange prevailing at the dates of
the transactions. At each reporting end date, monetary assets and liabilities
that are denominated in foreign currencies are retranslated at the rates
prevailing on the reporting end date. Gains and losses arising on translation
in the period are included in profit or loss.
1.11 Segment reporting
Operating segments are reported in a manner
consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker, who is
responsible for allocating resources and assessing performance of the operating
segments, has been identified as the Executive Directors who make strategic
decisions. The Company only has one reporting segment.
1.12 Application of new and revised International Financial
Reporting Standards (�IFRSs�)
Standards,
amendments and interpretations to existing standards that are not yet effective
have not been early
At the date of authorisation
of these financial statements, the Directors have reviewed the standards in
issue b for annual accounting periods ending on or
after the stated effective date. In their view, none of these standard
2������ Critical
accounting estimates and judgements
In the application of the Company�s accounting
policies, the Directors are required to make judgements, estimates and
assumptions about the carrying amount of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised,
if the revision affects only that period, or in the period of the revision and
future periods if the revision affects both current and future periods.
The estimates and assumptions which have a
significant risk of causing a material adjustment to the carrying amount of
assets and liabilities are outlined below.
Critical judgements
Share based payments
The charge recognised in relation to
share-based payments made under the Company's share-based payment scheme is recognised based on the grant date fair value of the award
which is recognised as an expense over the period
when the awards are expected to vest. The grant date fair value is measured
based on the market value of equity issued by the Company. The charge is
adjusted based on the probability of an exit event occurring and the shares
being able to be exercised. The grant date fair value is not subsequently
adjusted. However, the expense is adjusted for the number of awards that are
expected to vest.
- 34 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
3������ Operating loss
Year�������������� Year
ended���������� ended
30 June��������� 30
June
2025�������������� 2024
Operating loss for the year is stated after charging/(crediting):�������������������������������������������� �������������������� �
Exchange losses��������������������������������������������������������������������������������������������������������� 35���������������� 120
Fees payable to the
Company's auditor for the audit of the Company's financial
statements����������������������������������������������������������������������������������������������������������� 26,728����������� 21,840
Share-based payments������������������������������������������������������������������������������������������ 57,185������������� 6,759
4������ Auditor's remuneration����������������������������������������������������������������������������������������� Year��������������� Year
ended������������ ended
30 June���������� 30
June
2025��������������� 2024
Fees payable to the Company's auditor and associates:��������������������������������������������������� ��������������������� �
For audit services
Audit of the financial statements of the Company����������������������������������������������������� 26,728������������ 21,840
5������ Employees
The average monthly
number of persons (including Directors) employed by
the Company during the year was:
Year�������������� Year
ended���������� ended
30 June��������� 30
June
2025�������������� 2024
Number��������� Number
Management���������������������������������������������������������������������������������������������������������������� 2������������������� 2
Their aggregate
remuneration comprised:
Year�������������� Year
ended���������� ended
30 June��������� 30
June
2025�������������� 2024
�������������������� �
Wages and salaries����������������������������������������������������������������������������������������������� 43,600����������� 43,600
- 35 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
6����� Directors'
remuneration
� Year�������������� Year
ended����������� ended
30 June��������� 30
June
� 2025�������������� 2024
�������������������� �
Remuneration for qualifying services���������������������������������������������������������������������� 43,600����������� 43,600
The number of Directors for whom retirement
benefits are accruing under defined contribution
schemes amounted to �Nil, (2024: �Nil).
As total Directors' remuneration was less than
�200,000 in the current and previous year, no disclosure is provided for the
highest paid Director.
7����� Income
tax expense
The charge for the
year can be reconciled to the loss per the income statement as follows:
Year�������������� Year
ended����������� ended
30 June��������� 30
June
2025�������������� 2024
�������������������� �
|
Loss before taxation |
� |
(310,359) |
(255,288) |
|
Expected tax credit based
on a corporation tax rate of 25.00% |
(2024: 25.00%) |
�(77,590) |
(63,822) |
|
Unutilised tax losses carried
forward |
� |
63,294 |
62,132 |
|
Share based payment
charge |
� |
14,296 |
1,690 |
|
Taxation charge for the year |
� |
- |
- |
Deferred tax has not been recognised
because it is not yet probable that the Company will have the ability to utilise the tax losses.
- 36 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
8����� Loss
per share
|
Number of shares |
Year ended 30 June 2025 Number |
Year ended 30 June 2024
Number |
|
Weighted average number
of ordinary shares for basic earnings per share |
2,889,587,945 |
2,678,724,932 |
|
� |
2025 |
2024 |
|
Loss (all attributable to equity shareholders of the Company) |
� |
� |
|
Continuing operations |
� |
� |
|
Loss for the period from
continued operations |
(310,359) |
(255,288) |
|
Losses per share for continuing operations |
� |
� |
|
Basic and diluted
earnings per share |
(0.0001) |
(0.0001) |
|
Basic and diluted earnings per share |
� |
� |
|
From continuing
operations |
(0.0001) |
(0.0001) |
The loss attributable to equity holders (holders of ordinary
shares) of the Company for the purpose of calculating the fully diluted loss
per share is identical to that used for calculating the loss per share. The
exercise of share options would have the effect of reducing the loss per share
and is therefore anti-dilutive under the terms of IAS 33 �Earnings per Share�.
|
The exercise of warrants would have the effect of reducing the
loss per share. 9������ Trade
and other receivables |
� |
|
|
� |
2025 |
2024 |
|
� |
� |
� |
|
VAT recoverable |
2,903 |
3,974 |
|
Prepayments |
11,500 |
- |
|
� |
14,403 |
3,974 |
10���� Trade
receivables - credit risk
Fair value of trade receivables
The
Directors consider that the carrying amount of trade and other receivables is
approximately equal to their
fair
value.
No significant receivable balances are impaired
at the reporting end date.
- 37 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
|
11������ Trade and other payables |
� |
� |
|
� |
2025 |
2024 |
|
� |
� |
� |
|
Trade payables |
10,506 |
7,073 |
|
Accruals |
44,769 |
27,545 |
|
Social security and other
taxation |
1,950 |
1,950 |
|
Other payables |
2,882 |
783 |
|
� |
60, 107 |
37,351 |
12���� Fair
value of financial liabilities
The Directors consider that the carrying amounts
of financial liabilities carried at amortised cost in
the financial statements approximate to their fair values.
13���� Financial
instruments - Risk Management
The Company is
exposed through its operations to the following financial risks:
� Credit risk
� Foreign exchange risk and
� Liquidity risk.
In common with all
other businesses, the Company is exposed to risks that arise from its use of
financial instruments. This note describes the Company's objectives, policies
and processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented
throughout these financial statements.
There have been no
substantive changes in the Company's exposure to financial instrument risks,
its objectives, policies and processes for managing those risks or the methods
used to measure them during the period.
(i)
Principal financial instruments
The
principal financial instruments used by the Company, from which financial
instrument risk arises, are as
follows:
� Trade receivables
� Cash and cash equivalents
� Trade and other payables
Financial assets at amortised
costs
|
� |
2025 |
2024 |
|
� |
� |
� |
|
Cash and cash
equivalents |
190,806 |
286,573 |
|
VAT recoverable |
2,904 |
6,374 |
|
Prepayments |
11,500 |
- |
|
� |
205,209 |
292,947 |
- 38 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
|
13������ Financial instruments - Risk Management |
� |
(Continued) |
|
� |
2025 |
2024 |
|
� |
� |
� |
|
Trade payables |
10,506 |
7,073 |
|
Social security and other
taxation |
1,950 |
1,950 |
|
Accruals |
35,858 |
27,545 |
|
Other payables |
2,882 |
783 |
|
� |
51,196 |
37,351 |
Financial instruments
not measured at fair value
Financial
instruments not measured at fair value includes cash
and cash equivalents, trade and other
receivables and trade
and other payables.
Due to their short-term nature, the carrying
value of cash and cash equivalents, trade and other receivables, and trade and
other payables approximates their fair value.
Financial instruments
measured at fair value
There are no
financial instruments currently being measured at fair value.
General objectives, policies and processes
The Board has overall responsibility for the determination of the
Company's risk management objectives and policies. The Board reviews the
effectiveness of the processes put in place and the appropriateness of the
objectives and policies it sets on a regular basis. The overall objective of
the Board is to set policies that seek to reduce risk as far as possible
without unduly affecting the Company's competitiveness and flexibility. Further
details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Company if a
customer or counterparty to a financial instrument fails to meet its
contractual obligations. The Company is mainly exposed to credit risk from
loans and unpaid share capital. It is Company policy, implemented locally, to
assess the credit risk of the counterparty before entering
into credit contracts.
Credit risk also arises from cash and cash
equivalents and deposits with banks and financial institutions. For banks and
financial institutions, only independently rated parties with minimum rating
"A" are accepted.
Further disclosures regarding trade and other
receivables, which are neither past due nor impaired, are provided in Note 10.
The Board monitors the credit ratings of
counterparties regularly and at the reporting date does not expect any losses
from non-performance by the counterparties. For all financial assets to which
the impairment requirements have not been applied, the carrying amount
represents the maximum exposure to credit loss.
Foreign exchange risk
Foreign exchange risk arises when Company entities enter into transactions denominated in a currency other than
their functional currency. The Company's policy is, where possible, to settle
liabilities denominated in their functional currency with the cash generated in
that currency. Where Company has liabilities denominated in a currency other
than their functional currency (and have insufficient reserves of that currency
to settle them), the Board will look to settle the liabilities by obtaining the
required currency at the best rates available to the Company.
- 39 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
13���� Financial instruments - Risk Management������������������������������������������������������������������������� (Continued)
Liquidity risk
Liquidity risk arises from the Company's
management of working capital as the Company does not have any internal or
external debt instruments. It is the risk that the Company will encounter
difficulty in meeting its financial obligations as they fall due. The Company's
policy is to ensure that it will always have sufficient cash to allow it to
meet its liabilities when they become due. To achieve this aim, it seeks to
maintain cash balances (or agreed facilities) to meet expected requirements for
a period of at least 60 days.
Capital Disclosures
The Company monitors "adjusted capital" which comprises
all components of equity (i.e. share capital, share premium, retained losses
and other reserves). Further details of the capital risk management policies
can be found in Note 20. Disclosure of all components of equity can be found in
Note 15 (Share Capital), Note 16 (Share premium account), Note 17 (Other
reserves: share-based payment compensation reserve) and Note 18 (Retained
earnings).
14���� Share-based
payment transactions
Share warrants valid
in this reporting period fall into two pools.
Pool 1: Warrants over 70,500,000 ordinary �0.000028 shares in the
Company were issued in the previous reporting period. 20,000,000 of these
expired on 31/12/24. The remaining 50,500,000 warrants expire on
31/12/2027 and form pool 1 of the two warrant pools which are
applicable in the current reporting period.
These warrants were issued in respect of
services provided. These warrants have an expected life left of 2.5 years. The
expense being spread over the original life of the options i.e. 4 years in this
case.
Pool 2: Warrants over 307,500,000 ordinary �0.000028
shares in the Company were issued in the current reporting period. These
warrants expire on 31/12/2026 and form pool 2 of the two warrant pools which
are applicable in the current period.
These warrants were issued in respect of services provided in the
reporting period (with 225,000,000 warrants based on the completion of a
Reverse Takeover with a minimum Market capitalisation
of �30 million). The warrants have an expected life left of 1.5 years. The
expense being spread over the original life of the options i.e. 2 years in this
case.
The share-based expense for the Share Warrants total �57,185 (2024: �6,759).
Fair value was
measured using Black-Scholes Option Pricing Model.
The table below summarises
the options granted, exercised and cancelled during the period:
- 40 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
|
14������ Share-based payment transactions |
Number of share options |
(Continued) Weighted average
exercise price |
||
|
� |
2025 |
2024 |
2025 |
2024 |
|
� |
� |
� |
� |
� |
|
Outstanding at 1 July 2024 |
70,500,000 |
72,830,000 |
0.01 |
0.01 |
|
Granted in the
period |
307,500,000 |
70,500,000 |
0.01 |
0.01 |
|
Expired in the period |
(20,000,000) |
(72,830,000) |
0.01 |
0.01 |
|
Outstanding at 30 June 2025 |
358,000,000 |
70,500,000 |
0.01 |
0.01 |
|
Exercisable at 30 June 2025 |
358,000,000 |
70,500,000 |
0.01 |
0.01 |
The weighted average fair value on the
measurement date for the warrants recognised during
the year was �0.0007 (2024: �0.0007). The weighted average exercise price of
pool 1 is �0.0025 and pool 2 is �0.002. Fair
|
value was measured
using the Black-Scholes Model. Inputs were as
follows: |
� |
� |
|
� |
2025 |
2024 |
|
Weighted average
share price |
0.0014 |
0.0021 |
|
Weighted average
share price pool 1 |
0.0014 |
0.0023 |
|
Weighted average share
price pool 2 |
0.0014 |
0.00155 |
|
Weighted average
exercise price |
0.0021 |
0.002 |
|
Weighted average exercise
price pool 1 |
0.0025 |
0.0025 |
|
Weighted average
exercise price pool 2 |
0.002 |
0.002 |
|
Expected volatility |
80% |
80% |
|
Expected volatility pool
1 |
80% |
80% |
|
Expected volatility
pool 2 |
80% |
80% |
|
Expected life |
- |
- |
|
Expected life pool 1 |
2.5 |
4 |
|
Expected life pool
2 |
1.5 |
0.5 |
|
Risk free rate |
- |
- |
|
Risk free rate pool1 |
3.9% |
5.25% |
|
Risk free rate pool
2 |
3.9% |
5.25% |
|
Expected dividends yields |
- |
- |
|
No warrants were
exercised during the reporting period. |
� |
� |
Volatility was calculated based upon the anticipated volatility of
newly listed companies of a similar market capitalisation and number of shareholders.
The expected life used in the model has been adjusted, based on
management�s best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations.
- 41 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
14��� Share-based payment transactions����������������������������������������������������������������������������������� (Continued)
Year
ended Year ended
30 June��������� 30
June
2025�������������� 2024
�������������������� �
Other reserves
Other reserves arising from share-based payment transactions��������������������������������� (57,185)����������� (6,759)
Share based reserves expired����������������������������������������������������������������������������������������� -��������� 256,304
Expenses
Related to equity settled share based
payments������������������������������������������������������ (57,185)����������� (6,759)
There were no
exercises during the reporting period.
15��� Share
capital
2025�������������� 2024�������������� 2025������������� 2024
Ordinary share
capital��������������������������������������������� Number��������� Number������������������� ������������������� �
Authorised, issued and fully paid
Ordinary of �0.000028��������������������������������������� 2,933,040,000
2,803,040,000����������� 82,125���������� 78,485
The Company has one
class of share which carries no right to fixed income.
Reconciliation of movements during the year:
Number
At 1 July 2024������������������������������������������������������������������������������������������������������������������ 2,803,040,000
Issue of fully paid shares����������������������������������������������������������������������������������������������������� 130,000,000
At 30 June 2025��������������������������������������������������������������������������������������������������������������� 2,933,040,000
The Company's capital consists of ordinary shares which rank pari
passu in all respects which are traded on the Main Market of the London Stock
Exchange. There are no restrictions on the transfer of securities in the
Company or restrictions on voting rights and none of the Company's shares are
owned or controlled by employee share schemes. There are no arrangements in
place between shareholders that are known to the Company that may restrict
voting rights, restrict the transfer of securities, result in the appointment
or replacement of Directors amend the Company's Articles of Association or
restrict the powers of the Company's Directors, including in relation to the
issuing or buying back by the Company of its shares or any significant agreements
to which the Company is a party that take effect after or terminate upon, a
change of control of the Company following a takeover bid or the like.
- 42 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
16��� Share
premium account
2025�������������� 2024
�������������������� �
At the beginning of the year������������������������������������������������������������������������������� 1,194,593��������� 811,343
Issue of new shares��������������������������������������������������������������������������������������������� 152,360��������� 439,500
Share issue expenses����������������������������������������������������������������������������������������� (10,920)��������� (56,250)
At the end of the
year��������������������������������������������������������������������������������������� 1,336,033������ 1,194,593
Share premium
represents the premium arising on issue of equity shares, net of issue costs.
17��� Other
reserves: share-based payment compensation reserve
�
Balance at 30 June 2024��������������������������������������������������������������������������������������������������������� 6,759
Additions����������������������������������������������������������������������������������������������������������������������������� 48,082
Balance
at 30 June 2025������������������������������������������������������������������������������������������������������������� 54,841
The share-based
compensation reserve represents the credit arising on
the charge for share based payment awards calculated
in accordance with IFRS 2.
The charge in respect
of expired awards is transferred to retained earnings on expiry. Please see
Note 14 for reference to share based payment
transactions.
18��� Retained
earnings
2025��������������� 2024
��������������������� �
At the beginning of the year���������������������������������������������������������������������������� (1,026,641)������ (1,027,387)
Loss for the year���������������������������������������������������������������������������������������������� (310,359)��������� (255,288)
Transfer from other reserves in respect of share
based payments��������������������������������������� -����������� 256,034
At the end of the year�������������������������������������������������������������������������������������� (1,337.000)����� (1,026,641)
The retained earnings
reserve represents cumulative period losses.
19��� Capital
commitments
At 30th June 2025 the Company had no capital commitments.
- 43 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
20���� Capital
risk management
The Company manages its capital resources to
ensure that the business will have sufficient cash resources to acquire
suitable investments and will be able to continue as a going concern, while maximising shareholder return.
The Directors review the capital requirement of
the business on a regular basis. The capital structure of the Company consists
of equity attributable to shareholders, comprising issued share capital and
reserves. The availability of new capital will depend on many factors including
a positive operating environment, positive stock market conditions, the
Company's track record, and the experience of
management. There are no externally imposed capital requirements. The Directors
are confident that adequate cash resources exist or will be made available to
finance operations but controls over expenditure are carefully managed.
21���� Related
party transactions
The Directors of the
Company are the only key management. Their compensation has been disclosed in
Note 6.
22���� Directors'
transactions
Included in other payables is �2,882 (2024:
�783) owed to the Directors in respect of expenses paid on behalf of the
Company. The balances relate to �1,323 in expenses due to Mandhir Singh (2024:
�465) and an adjustment to salary payments of �408 (2024: �112). The balance
due to Glyn Roberts relates to expenses of �1,149 (2024: �206) and an
adjustment to salary payments of �2 (2024: �Nil).
There are no further
outstanding commitments to Directors at the balance
sheet date.
23 Controlling party
The ultimate
controlling party is Mr M Singh, a Director of the Company, by virtue of his
majority shareholding.
24���� Cash
absorbed by operations
|
� |
Year ended 30 June 2025 � |
Year ended 30 June 2024 � |
|
Loss for the year before
income tax |
(310,359) |
(255,288) |
|
Adjustments for: |
� |
� |
|
Equity settled share based payment expense |
57,185 |
6,759 |
|
Movements in working capital: |
� |
� |
|
(Increase)/decrease
in trade and other receivables |
(10,429) |
13,764 |
|
Increase/(decrease) in trade and other payables |
22,756 |
(8,177) |
|
Cash absorbed by operations |
(240,847) |
(242,942) |
- 44 -
WILDCAT PETROLEUM PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
25���� Events
after the reporting date
On 11 August 2025 (RNS 3143U) the Company
announced proposed changes to the Board (subject to Due Diligence), together
with information regarding a General Meeting (GM) in order to
comply with its obligations under the new UK Listing Rules (UKLR) � the GM to
be scheduled for Friday, August 29. � with a Special Resolution proposed to
amend the Company�s Articles of Association.
On 26 August 2025 (RNS 6954W), the Company
confirmed that Trond Christoffersen had joined the Board as a Non-Executive
Director.
On 1 September 2025 (RNS 3729X) the Company
announced the results of the voting on the Special Resolution at the GM � the
Resolution was carried.
On 1 September 2025 (RNS 4173X) the company also
announced a Proposed Initial Transaction and Temporary Suspension of Listing
(as per FCA Rules). The transaction concerning an MOU it had signed with a Gold
and Mining company in the Republic of Sudan with the final agreement subject to
formal terms being agreed and Due Diligence.
On 23 September 2025 (RNS 4452A) the Company
reported that due to the escalating security situation in the Republic of Sudan
it had terminated the transaction concerning the MOU it had signed, on 1
September 2025, with a Gold and Mining company in the Republic; and as a result
had applied to the London Stock Exchange to have the suspension of the
Company�s listing lifted with effect of the same date. Subsequently the lifting
of suspension occurred on 2nd October (RNS 7991B).
On 23 September 2025 (RNS 3351A) the Company
announced the appointment of Dr. Olinga Taeed to the board as an Executive
Director with immediate effect.
On 13 October 2025 (RNS 1623D) the Company
announced that Dr. Olinga Taeed had resigned with immediate effect and that the
Board was committed to strengthen its governance and
was actively seeking to recruit additional suitable candidates to the Board.
On 30 October 2025 (RNS 4966F) the Company announced the placing
of 71,430,000 new ordinary shares at a price of 0.07 pence/share, raising
�50,000 (�45,000 net) for working capital. The company stated that on admission
of these shares, the Company�s issued ordinary share capital would be
3,004,470,000 ordinary shares.
- 45 -