DJ Genel Energy PLC: Audited results for the year ended 31 December 2025
Genel Energy PLC (GENL)
Genel Energy PLC: Audited results for the year ended 31 December 2025
18-March-2026 / 07:00 GMT/BST
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18 March 2026
Genel Energy plc
Audited results for the year ended 31 December 2025
Genel Energy plc ('Genel' or 'the Company') announces its audited results for the year ended 31 December 2025.
Paul Weir, Chief Executive of Genel, said:
"We have established an ever more resilient business with significant upside potential, and we are now well-placed to
deliver value to our shareholders and build a business that generates resilient, diversified and predictable cash flows
that will support the resumption of distributions to shareholders.
In 2025 we made good progress on a range of fronts: our business continued to generate double digit USD millions of
production business free cash flow, and we reported bottom line positive free cash flow to improve our net cash
position, with excellent progress being made on reorganising the business. We successfully exited three unprofitable
licences in Kurdistan and two in Africa, without incurring any new exit payments or retaining potential liability
exposures. We also refinanced our bond, de-risking funding for delivery on future strategic priorities. We continue to
maintain a strong focus on rigorous capital allocation.
Since regional hostilities began two weeks ago, production has been temporarily halted from Tawke. A state of readiness
has been maintained to allow a production restart as soon as it is safe to do so. At this moment, our guidance for 2026
remains unchanged from our January trading statement. Our key focus remains acquiring new assets to diversify our cash
generation, and participating in exports from Kurdistan, whilst ensuring that we maintain the right balance between
risk and reward. Operationally, our organic portfolio, where there remains significant unvalued potential, is
well-positioned to deliver progress this year, with planned drilling at Tawke targeting additions to both production
and reserves, a clear plan for de-risking Block 54 in Oman and tangible progress towards drilling the Toosan-1 well in
Somaliland."
Results summary (USD million unless stated)
2025 2024
Average Brent oil price (USD/bbl) 69 81
Average realised price (USD/bbl) 32 35
Production (bopd, working interest 'WI') 17,520 19,650
Revenue 68.7 74.7
Production costs (21.0) (17.6)
EBITDAX1 43.3 1.1
Operating loss (10.3) (52.4)
Cash flow from operations 36.3 66.9
Capital expenditure 29.2 25.7
Production business netback after interest 9.8 4.9
Free cash flow2 4.1 19.6
Cash 224.4 195.6
Total debt 92.0 65.8
Net cash3 133.7 130.7
Basic LPS from continuing operations (¢ per share) (4.6) (22.5)
Dividend (¢ per share) - -
1. EBITDAX is operating loss adjusted for the add back of depreciation and amortisation, exploration expense, net
write-off/impairment of oil and gas assets, net ECL/reversal of ECL receivables and other non-cash items 2. Free cash flow is reconciled on page 8 3. Reported cash less IFRS debt is reconciled on page 8
Highlights
-- Following the U.S.-Israeli air war on Iran that started on 28 February 2026, production and drilling operations on
the Tawke licence were temporarily shut down. The Company continues to monitor developments closely to assess when
it can safely and securely resume operations -- Tawke generated predictable production with consistent domestic sales demand, resulting in working interest
production of 17,520 bopd (2024: 19,650 bopd), with all production sold domestically -- Domestic sales price averaged USD32/bbl for the year (2024: USD35/bbl), with all cash due for domestic sales received
before the end of the year -- Production was temporarily stopped in July following the drone attacks on a number of Kurdistan oil operations,
including Tawke, with gross production back to around 80,000 bopd by November -- Production business netback of USD10 million (2024: USD5 million) and free cash flow of USD4 million (2024: USD20 million).
Closing net cash of USD134 million (2024: USD131 million)
- Cash of USD224 million (2024: USD196 million)
- Bond debt of USD92 million due in 2030 (2024: USD66 million) -- In late September, agreements were signed between the Federal Government of Iraq ('FGI'), the Kurdistan Regional
Government (the 'KRG') and a group of international oil companies to resume exports of crude oil produced in
Kurdistan through the Iraq-Türkiye Pipeline. Genel chose not to participate at that point and continues to keep
exports under review, with participating parties reporting that the process is working in line with expectation -- Balances with the KRG
- USD88 million (under KBT pricing and excluding interest) remains overdue from the KRG, although this has been
reduced by about USD40 million credit balances. We continue to work towards a plan for payment or settlement of
amounts owed, and appropriate adjustment for price and interest
- Not included in the USD40 million, Genel Energy Miran Bina Bawi Limited, a subsidiary of the group, owes the KRG
around USD26 million relating to an arbitration legal fees charge, an appeal against which will be held in April
in London -- Exits from the Sarta, Qara Dagh and Taq Taq licences finalised with no residual liability exposure. We have also
exited the Lagzira licence in Morocco and the Odewayne licence in Somaliland, again with no residual liability
exposure -- A socially responsible contributor to the global energy mix:
- Portfolio carbon intensity under 14.4 kgCO2e/bbl, remaining below the industry average target
- Climate disclosure: maintained a CDP Climate rating of B for a fourth consecutive year
- The Genel20 Scholarship programme has entered its fourth year, where Genel is providing university tuition
funding for undergraduates from the Kurdistan Region of Iraq
- In Somaliland, Genel continued to engage with local communities through its social investments focused on
healthcare in rural areas and supporting local education
OUTLOOK
-- With Tawke domestic market sales expected to be consistent, and with production expected to benefit from new
drilling in FY 2026, we expect production business netback to more than cover Genel's costs, which include net
interest payable -- Incremental to the production business, the Company expects to invest up to USD20 million on its pre-production
assets:
- On Block 54 in Oman, in line with the 3-year initial exploration phase work plan, which includes 3D seismic
acquisition and drilling two wells, as we announced at the time of entering the licence in the first half of
2025
- SL10B13 in Somaliland, as we make progress towards drilling the Toosan-1 prospect in 2027 -- The Company continues to progress towards building a business with a strong balance sheet that delivers resilient,
reliable, repeatable and diversified cash flows that support a dividend programme. The Company's objectives for the
year on the path to building that business include:
- acquisition of new assets to diversify our reserves and resources and cash generation
- restart of exports of Tawke oil to access international pricing
- pursuit of net amounts owed by the KRG
- safe execution of activity on Block 54
- further progress towards drilling Toosan-1
Enquiries:
Genel Energy
+44 20 7659 5100
Luke Clements, CFO
Vigo Consulting
+44 20 7390 0230
Patrick d'Ancona
Genel will host a live presentation via the Investor Meet Company platform on Thursday 26 March at 10.00 a.m. GMT. The presentation is open to all investors. Questions can be submitted pre-event via your Investor Meet Company dashboard or at any time during the live presentation. Investors can sign up to Investor Meet Company for free and add to meet Genel Energy PLC via:
https://www.investormeetcompany.com/genel-energy-plc/register-investor. Investors who already follow Genel on the platform will automatically be invited.
This announcement includes inside information.
Disclaimer
This announcement contains certain forward-looking statements that are subject to the usual risk factors and uncertainties associated with the oil & gas exploration and production business. Whilst the Company believes the expectations reflected herein to be reasonable in light of the information available to them at this time, the actual outcome may be materially different owing to factors beyond the Company's control or within the Company's control where, for example, the Company decides on a change of plan or strategy. Accordingly, no reliance may be placed on the figures contained in such forward looking statements.
CEO STATEMENT
We entered 2025 having established the necessary building blocks to transform the value delivery prospects of this business. The three key pillars at the centre of our strategy are:
-- Maintaining the resilience of our business, by being as efficient as possible and by carefully managing risk -- Getting the most value from our existing portfolio, primarily by accessing international exports for our production
and by investing wisely in our current assets, and finally -- Diversifying our cash generation, by acquiring new assets
The resilience of our business has been improved. Our cash generation from the Tawke PSC has been predictable and resilient. There has been successful optimisation of spend and strong operational performance, resulting in production levels being maintained despite no new wells adding to production in the year and very low annual spend. Towards the end of the year, drilling recommenced for the first time since the pipeline shut in March 2023 and we are excited about the potential for additions to both production and reserves that can be unlocked by an appropriate work programme over the next year.
Towards the end of 2025, a number of Kurdistan IOCs commenced exports under a new interim arrangement with the Federal Government of Iraq ('FGI') and the Kurdistan Regional Government ('KRG'). We see this as significant progress and, although we continue to sell domestically, we keep our position regarding exporting oil under review. In the meantime, the cash we generate immediately from local sales helps maintain our balance sheet strength and fund the resumption of drilling activity on the licence.
We have successfully continued our process to exit legacy assets and financial obligations that would not contribute to delivering value for our shareholders. On Taq Taq, Sarta and Qara Dagh, we have now concluded our exit from these licences with no incremental cost. We have also exited the Lagzira licence in Morocco and the Odewayne licence in Somaliland. These exits have removed non-productive spend and we retain no liability exposure going forward.
From a balance sheet point of view, we issued a new 5-year bond in April, replacing the previous bond that was due to mature in October 2025. We now have a production business that generates double digit free cash flow from domestic sales and a significant cash balance that de-risks funding for fulfilment of our strategic objectives.
With regard to acquiring new assets, we have been very active this year originating, developing, and bidding on opportunities. We will continue to remain active and disciplined to ensure that we invest our cash only on assets that offer the appropriate resilience and production potential, and at a level that will be value accretive.
The Company continues to progress towards building a business that maintains a strong balance sheet, and delivers resilient, reliable, repeatable, and diversified cash flows that support a dividend programme.
The Company's objectives for the year on the path to building that business include:
- acquisition of new assets to add reserves and diversify our cash generation - restart of exports of Tawke oil to access international pricing - pursuit of net amounts owed by the KRG - safe execution of activity on Block 54 - further progress towards drilling Toosan-1
OPERATING REVIEW
Overview of production and reserves
PRODUCTION FY 2025 FY 2024 Brent USD/bbl 69 81 Price USD/bbl 32 35 WI price USD/bbl 11 10 WI production bopd 17,520 19,650 Carbon intensity kgCO2e/bbl 14.4 13.9
Working interest average production of 17,520 bopd was lower than last year (2024: 19,650 bopd) as a result of the interruption from the drone strikes in July, with all production sold into the domestic market at average of USD32/bbl (2024: USD35/bbl).
Reserves and resources development
Genel's key performance indicator of proven plus probable (2P) net working interest reserves totalled 64 MMbbls (31 December 2024: 82 MMbbls) at the end of 2025.
Remaining reserves (MMbbls) Resources (MMboe)
Contingent Prospective
1P 2P 2C Best
Net Net Net Net
31 December 2024 53 82 10 2,996
Production (6) (6) - -
Acquisitions and disposals (5) (10) - (2,007)
Extensions and discoveries - - - -
New developments - - - -
Revision of previous estimates 7 (2) (1) -
31 December 2025 49 64 9 989
Disposals resulted in a reduction in 2P reserves for the divestment of Taq Taq licence in Kurdistan Region of Iraq ('KRI') and in prospective resources for the exit from the Lagzira licence in Morocco. Acquisitions saw a small addition to prospective resources from Block 54 in Oman.
PRODUCING ASSETS
Tawke PSC (25% working interest)
The Tawke PSC, comprising both the Tawke field discovered in 2006, and the Peshkabir field discovered in 2013, remain the cornerstone of the Company's cash generation. In December 2025, the combined production from both fields reached 500 MMbbls, a significant milestone marking more than two decades of safe and sustainable production operations. With gross 2P remaining reserves of 254 MMbbls and additional development opportunities under evaluation to add more, the Tawke PSC remains a world-class asset.
In Q4 2025, the Joint Venture partnership agreed plans to restart investment drilling in the PSC following a 2-year hiatus since the 2023 export pipeline shutdown. The first well was spudded in December 2025, with additional rigs added since then and the campaign now well underway. This return to investment via a multi-rig programme underscores our confidence in the resource potential of the asset.
Despite no new wells being added in the last few years, gross production from these fields has been maintained at around 80,000 bopd as a result of an active and diligent production optimisation approach by the Operator. In 2025 in particular, a focused campaign of well interventions and workovers yielded a series of incremental gains that were crucial in offsetting natural decline, leading to run rate production being higher than the previous year's average without any additional well stock.
On 16 July 2025, the Operator reported a number of drone-related security incidents across the licence area, that resulted in asset damage to a crude oil tank at Tawke and surface processing equipment at Peshkabir. There were no injuries to personnel and environmental impact was minimal but operations at the Tawke licence were temporarily suspended for damage assessment. Following a partial restart and a period of repair and reinstatement, the Operator was able to restore production on an expedited basis to around 80,000 bopd by early November.
As a result of the exceptional performance from the Operator to restore production to pre-drone attack levels by early November, actual average production for the full year was 70,090 bopd, down just 11% versus 78,615 bopd in 2024. As a point of interest, the average production in the months not impacted by the drone attacks was greater than the average of the previous year.
Despite the significant challenges posed by the unprecedented July drone attack, 2025 was a year of operational resilience and strategic progress for the Tawke PSC and we look forward to working in partnership with the Operator to deliver even more value from the asset in the years ahead.
PRE-PRODUCTION ASSETS
Oman Block 54 (40% working interest)
Our preliminary activity, re-entry and testing of the legacy Batha West-1 (BW-1) discovery well was completed safely, ahead of time and under budget.
The BW-1 well operation was a low-cost preliminary activity to commence our work on the block representing the first of a number of steps towards understanding the full potential of the licence.
Work is now ongoing on analysing data collected from the testing and assessing its implications for the location of further activity on the block, which includes the acquisition of 3D seismic data and drilling two exploration wells over the next 2 years. 2026 activity will be dominated by existing 3D seismic reprocessing and new 3D seismic acquisition and processing whilst planning for and working towards the drilling of the joint venture's first well on the licence.
Somaliland - SL10B13 (51% working interest, Operator)
We continue to work towards drilling of the highly prospective Toosan-1 exploration well. In the meantime, Genel continues to work closely with local communities and beneficiaries, with its social investments including a broad range of initiatives in the space of mother and child health, education and the environment.
FINANCIAL REVIEW
2025 financial priorities
The table below summarises our progress against the 2025 financial priorities of the Company as set out at the start of FY 2025.
2025 financial priorities Progress
-- Effectively sold consistently into the domestic market and maintained
price levels despite falling Brent
-- Restored Tawke production rapidly after interruption
-- Finalised Taq Taq, Sarta, Qara Dagh, Lagzira and Odewayne licence
exits at no incremental cost or residual liabilities
-- Continued to optimise organisational cost
-- Issued new bonds
Maintain business resilience, balance sheet
strength and capital availability -- extending debt maturity to 2030 and reducing funding risk for
delivering our strategic objectives
-- reduced debt levels so as to reduce overall net interest cost from USD7
million in 2024 to below USD1 million in 2025
-- Overall delivered production business netback of USD10 million and
overall free cash flow of USD4 million
-- Net cash of USD134 million and cash of USD224 million at end of 2025
provides significant funding for organic and inorganic investment
-- Maintained production at the Tawke PSC through efficient investment,
without incurring the additional cost of drilling new wells
-- Invested cost-effective capital in Block 54 in order to inform the
Ensure appropriate capital allocation and best work programme to de-risk investment over the remainder of the
deliver diversification of our cash commitment period
generation -- Deferred expenditure on non-cash generative projects
-- Continued expediting steps to stop any non-value accretive spend
across the business
-- Continued cost-effective investment in optimisation of processes and
systems to improve operational efficiency
Outlook and financial priorities for 2026
The key principles of our financial focus remain largely unchanged. We have a resilient business model that is designed to mitigate the impact of uncontrollable adverse events and maximise exposure to the upside. Ultimately, we seek to build a business that generates resilient, diverse, and predictable cash flows that support resumption of distributions to shareholders.
2026 financial priorities
Maintain business resilience, balance -- A strong balance sheet protected by resilient cash generation is an
sheet strength and capital important component of our business model
availability -- We expect again that the production business will be free cash flow positive
in 2026 and provide the majority of funding required for the planned capital
investment in pre-production assets
-- Our capital allocation priorities remain maintenance of a strong balance
Ensure appropriate capital allocation sheet, investment in the Tawke PSC and funding of the Company's strategic
prioritisation objectives in order to generate long-term value for shareholders
-- The principal priority is to add new assets to our portfolio with a view to
diversifying our cash generation, which can be done through both organic and
inorganic investment
-- The Company intends to diversify and increase its cash generation through
both organic and inorganic investment, this remains a priority for the
business
-- For organic investment, the Company will only invest where the balance
Invest capital in order to diversify between reward and risk is appropriate, with exciting planned investment in
and increase cash generation and value 2026 on both Block 54 and Toosan-1
delivery -- For inorganic investment, the Company continues to identify, originate and
mature opportunities and will ensure any investment is value accretive and
in line with the Board's priority criteria
Financial results for the year
(all figures USD million) FY 2025 FY 2024 Brent average oil price (USD/bbl) 69 81 Field level realised price per barrel (USD/bbl) 32 35 Average price per working interest barrel (USD/bbl) 11 10 Working interest production (bopd) 17,520 19,650 Revenue 68.7 74.7 Other income 3.4 - Production costs (21.0) (17.6) Production capex (24.2) (23.0) G&A (excl. non-cash) (16.9) (22.2) Net cash interest1 (0.2) (7.0) Production business netback after interest 9.8 4.9 Pre-production capex (5.0) (2.7) Net expense from discontinued operations (0.9) (10.2) Working capital and other 0.2 27.6 Free cash flow 4.1 19.6 Purchases of own shares - (2.4) Settlement of 2025 bonds (65.8) (185.0) Issuance of new 2030 bonds 90.5 - Net change in cash 28.8 (167.8) Opening cash 195.6 363.4 Cash 224.4 195.6 Debt reported under IFRS (90.7) (64.9) Net cash 133.7 130.7
1 Net cash interest is bond interest payable less bank interest income (see note 5)
Production of 17,520 bopd was lower than last year (2024: 19,650 bopd) as a result of the interruption from the drone strikes in July, which impacted production up to early November. All production has been sold domestically at an average price of USD32/bbl (2024: USD35/bbl), which under the PSC translates into USD11 (2024: USD10) per working interest barrel produced.
Revenue was USD69 million (2024: USD75 million), with spend broadly in line with last year: production costs were USD21 million (2024: USD18 million) and production capex was USD24 million (2024: USD23 million).
Cash general and administrative costs were USD17 million, lower than last year (2024: USD22 million) as a result of this year benefiting from cost reductions and no material arbitration costs.
Interest income of USD9 million (2024: USD16 million) and bond expense of USD9 million (2024: USD23 million) both decreased in line with cash and bond balances, with overall net interest cost of USD0.2 million significantly reduced from USD7 million last year as a result of lower debt levels.
The resulting production business netback of USD10 million was higher than USD5 million generated in the last year.
Pre-production capex of USD5 million (2024: USD3 million) was related to Oman and Somaliland assets.
Free cash flow of USD4 million was lower than USD20 million last year, which had benefitted from positive working capital movements of USD28 million.
The Company called its existing bonds in April and issued a new bond, increasing cash by USD25 million.
EBITDAX and cash flow
(all figures USD million) FY 2025 FY 2024 EBITDAX 43.3 1.1 Interest received 8.9 15.8 Working capital (15.9) 50.0 Operating cash flow 36.3 66.9 Producing asset cost recovered capex (18.9) (21.7) Exploration and appraisal capex (4.5) (3.1) Interest and other (8.8) (22.5) Free cash flow 4.1 19.6
EBITDAX of USD43 million was significantly higher than last year (2024: USD1 million), mainly due to accrued arbitration cost award last year. EBITDAX is presented in order to illustrate the cash operating profitability of the Company and excludes the impact of costs attributable to exploration activity, which tend to be one-off in nature, and the non-cash costs relating to depreciation, amortisation, impairments, write-offs and share-based expenses.
Free cash flow was USD4 million (2024: USD20 million). Free cash flow is presented in order to illustrate the free cash generated for equity.
Cash and debt
Cash of USD224 million increased from the start of the year (31 December 2024: USD196 million) as a result of positive free cash flow and increase in bond debt. The Company monitors its cash position, cash forecasts and liquidity on a regular basis. The Company holds surplus cash in treasury bills, time deposits or liquidity funds with a number of major financial institutions. Suitability of banks is assessed using a combination of sovereign risk, credit default swap pricing and credit rating.
The nominal value of bond debt increased to USD92 million (31 December 2024: USD66 million). The bond debt matures in April 2030 and has two financial covenant maintenance tests:
Financial covenant Test YE 2025 Equity ratio (Total equity/Total assets) > 30% 63% Minimum liquidity > USD20 million USD224 million
Net assets
Net assets at 31 December 2025 were USD351 million (31 December 2024: USD357 million) and consist primarily of oil and gas assets of USD252 million (31 December 2024: USD273 million), net trade receivables of USD76 million (31 December 2024: USD85 million) and net cash of USD134 million (31 December 2024: USD131 million).
Going concern
The Directors have assessed that the Company's forecast liquidity provides adequate headroom over forecast expenditure for the 12 months following the signing of the annual report for the year ended 31 December 2025 and consequently that the Company is considered a going concern. Further explanation is provided in note 1 to the financial statements.
The Company has net cash of USD134 million at the balance sheet date.
Consolidated statement of comprehensive income
For the year ended 31 December 2025
2025 2024
Note USDm USDm
Revenue 2 68.7 74.7
Other income 2 3.4 -
Production costs 3 (21.0) (17.6)
Depreciation and amortisation of oil assets 3 (50.0) (52.1)
Gross profit 1.1 5.0
Exploration expense 3 (0.3) (2.7)
Reversal of / (accrual for) arbitration cost 3 9.1 (32.2)
(Expected credit loss ('ECL')) of trade receivables / Reversal of ECL 3 (1.3) 1.4
General and administrative costs 3 (18.9) (23.9)
Operating loss (10.3) (52.4)
Operating loss is comprised of:
EBITDAX 43.3 1.1
Depreciation and amortisation 3 (50.1) (52.2)
Exploration expense 3 (0.3) (2.7)
Other non-cash (expense) / income (3.2) 1.4
Finance income 5 8.9 15.8
Bond interest expense 5 (9.1) (18.2)
Net other finance expense 5 (2.2) (7.3)
Loss before income tax (12.7) (62.1)
Income tax expense 6 (0.1) (0.1)
Loss and total comprehensive expense from continuing operations (12.8) (62.2)
Profit / (Loss) from discontinued operations 7 3.9 (14.7)
Loss and total comprehensive expense (8.9) (76.9)
Attributable to:
Owners of the parent (8.9) (76.9)
(8.9) (76.9)
Loss per ordinary share ¢ ¢
From continuing operations:
Basic 8 (4.6) (22.5)
Diluted 8 (4.6) (22.5)
From continuing and discontinued operations:
Basic 8 (3.2) (27.8)
Diluted 8 (3.2) (27.8)
Adjusted Basic LPS1 8 (3.2) (27.6)
1Adjusted basic LPS is loss and total comprehensive expense adjusted for the add back of net impairment/write-off of oil and gas assets and net ECL/reversal of ECL of receivables divided by weighted average number of ordinary shares
Consolidated balance sheet
At 31 December 2025
2025 2024
Note USDm USDm
Assets
Non-current assets
Intangible assets 9 82.7 82.3
Property, plant and equipment 10 171.5 191.1
Trade and other receivables 11 59.4 60.9
313.6 334.3
Current assets
Trade and other receivables 11 23.0 27.2
Cash and cash equivalents 12 224.4 195.6
247.4 222.8
Assets in disposal groups classified as held for sale 7 - 41.8
Total assets 561.0 598.9
Liabilities
Non-current liabilities
Trade and other payables 13 (1.3) (0.2)
Provisions 14 (26.3) (25.1)
Interest bearing loans 15 (90.7) -
(118.3) (25.3)
Current liabilities
Trade and other payables 13 (91.7) (109.6)
Interest bearing loans 15 - (64.9)
(91.7) (174.5)
Liabilities directly associated with assets in disposal groups classified as held 7 - (41.8)
for sale
Total liabilities (210.0) (241.6)
Net assets 351.0 357.3
Owners of the parent
Share capital 17 43.8 43.8
Share premium 3,863.9 3,863.9
Accumulated losses (3,556.7) (3,550.4)
Total equity 351.0 357.3
Consolidated statement of changes in equity
For the year ended 31 December 2025
Share capital Share premium Accumulated losses Total equity
USDm USDm USDm USDm
Note
At 1 January 2024 43.8 3,863.9 (3,473.8) 433.9
Loss and total comprehensive expense - - (76.9) (76.9)
Contributions by and distributions to
owners
Share-based payments 18 - - 2.7 2.7
Purchase of own shares for employee share - - (2.4) (2.4)
plan
At 31 December 2024 and 1 January 2025 43.8 3,863.9 (3,550.4) 357.3
Loss and total comprehensive expense - - (8.9) (8.9)
Contributions by and distributions to
owners
Share-based payments 18 - - 2.6 2.6
At 31 December 2025 43.8 3,863.9 (3,556.7) 351.0
1 The Companies (Jersey) Law 1991 does not define the expression "dividend" but refers instead to "distributions". Distributions may be debited to any account or reserve of the Company (including share premium account)
Consolidated cash flow statement
For the year ended 31 December 2025
Note 2025 2024
USDm USDm
Cash flows from operating activities
Loss for the year (8.9) (76.9)
Adjustments for:
Net finance expense 5,7 2.4 12.1
Taxation 6 0.1 0.1
Depreciation and amortisation 3 50.1 52.2
Exploration expense 0.3 -
Reversal of provisions 3 - (3.8)
Net impairments, write-off / (write-back) 3,7 (3.5) 0.8
Other non-cash items (share-based payment cost) 3 1.9 1.9
Changes in working capital:
(Increase) / decrease in trade and other receivables (3.8) 2.5
(Decrease) / increase in trade and other payables (11.0) 62.3
Cash generated from operations 27.6 51.2
Interest received 5 8.9 15.8
Taxation paid (0.2) (0.1)
Net cash generated from operating activities 36.3 66.9
Cash flows from investing activities
Additions of intangible assets (4.5) (3.1)
Additions of property, plant and equipment (18.9) (21.7)
Net cash used in investing activities (23.4) (24.8)
Cash flows from financing activities
Purchase of own shares - (2.4)
Bond repayment 15 (65.8) (185.0)
Issuance of new bond 15 90.5 -
Lease payments (0.7) (0.7)
Interest paid (8.1) (21.8)
Net cash generated from / (used in) financing activities 15.9 (209.9)
Net increase / (decrease) in cash and cash equivalents 28.8 (167.8)
Cash and cash equivalents at 1 January 12 195.6 363.4
Cash and cash equivalents at 31 December 12 224.4 195.6
Notes to the consolidated financial statements
1. Summary of material accounting policies
1. Basis of preparation
Genel Energy Plc - registration number: 107897 (the Company), is a public limited company incorporated and domiciled in Jersey with a listing on the London Stock Exchange. The address of its registered office is 26 New Street, St Helier, Jersey, JE2 3RA.
The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and interpretations issued by the IFRS Interpretations Committee (together 'IFRS'); are prepared under the historical cost convention except as where stated; and comply with Company (Jersey) Law 1991. The material accounting policies are set out below and have been applied consistently throughout the period.
The Company prepares its financial statements on a historical cost basis, unless accounting standards require an alternate measurement basis. Where there are assets and liabilities calculated on a different basis, this fact is disclosed either in the relevant accounting policy or in the notes to the financial statements.
Items included in the financial information of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in US dollars to the nearest million (USD million) rounded to one decimal place, except where otherwise indicated.
For explanation of the key judgements and estimates made by the Company in applying the Company's accounting policies, refer to significant accounting judgements and estimates on pages 16 to 18.
Going concern
The Company regularly evaluates its financial position, cash flow forecasts and its compliance with financial covenants by considering multiple combinations of oil price, discount rates, production volumes, payments, capital and operational spend scenarios.
The Company has reported cash of USD224 million, with debt of USD92 million maturing in April 2030 and significant headroom on both the equity ratio and minimum liquidity financial covenants.
Although agreements have been reached between the Federal Government of Iraq, the Kurdistan Regional Government and a group of international oil companies to resume exports of crude oil produced in Kurdistan through the Iraq-Türkiye Pipeline, the Company has elected not to participate for now. As a result, the Company is currently selling in the domestic market at lower prices and lower volumes than are available from exports, with significantly reduced cash generation.
The Directors have assessed that, even with continued domestic sales, the Company's forecast liquidity provides adequate headroom over its forecast expenditure for the 12 months following the signing of the Annual Report for the period ended 31 December 2025 and consequently that the Company is considered a going concern.
Consolidation
The consolidated financial statements consolidate the Company and its subsidiaries. These accounting policies have been adopted by all companies.
Subsidiaries
Subsidiaries are all entities over which the Company has control. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. Transactions, balances and unrealised gains on transactions between companies are eliminated.
Joint arrangements and associates
Arrangements under which the Company has contractually agreed to share control with another party, or parties, are joint ventures where the parties have rights to the net assets of the arrangement, or joint operations where the parties have rights to the assets and obligations for the liabilities relating to the arrangement. Investments in entities over which the Company has the right to exercise significant influence but has neither control nor joint control are classified as associates and accounted for under the equity method.
The Company recognises its assets, liabilities, income and expenses relating to its interests in joint operations, including its share of assets and income held jointly and liabilities and expenses incurred jointly with other partners.
2. Significant accounting judgements and estimates
The preparation of the financial statements in accordance with IFRS requires the Company to make judgements and estimates that affect the reported results, assets and liabilities. Where judgements and estimates are made, there is a risk that the actual outcome could differ from the judgement or estimate made.
Significant judgements
There are no significant judgements that the Directors have made in the process of applying the Group and Company's accounting policies that require additional disclosure not already provided under significant estimates.
Significant estimates
The following are the critical estimates that the Directors have made in the process of applying the Group and Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Estimation of hydrocarbon reserves and resources and associated production profiles and costs
Estimates of hydrocarbon reserves and resources are inherently imprecise and are subject to future revision. The Company's estimation of the quantum of oil and gas reserves and resources and the timing of its production, cost and monetisation impact the Company's financial statements in a number of ways, including: testing recoverable values for impairment; the calculation of depreciation, amortisation and assessing the cost and likely timing of decommissioning activity and associated costs. This estimation also impacts the assessment of going concern and the viability statement.
Proved and probable reserves are estimates of the amount of hydrocarbons that can be economically extracted from the Company's assets. The Company estimates its reserves using standard recognised evaluation techniques which are based on Petroleum Resources Management System 2018. Assets assessed as having proven and probable reserves are generally classified as property, plant and equipment as development or producing assets and depreciated using the units of production methodology. The Company considers its best estimate for future production and quantity of oil within an asset based on a combination of internal and external evaluations and uses this as the basis of calculating depreciation and amortisation of oil and gas assets and testing for impairment under IAS 36.
Hydrocarbons that are not assessed as reserves are considered to be resources and the related assets are classified as exploration and evaluation assets. These assets are expenditures incurred before technical feasibility and commercial viability is demonstrable. Estimates of resources for undeveloped or partially developed fields are subject to greater uncertainty over their future life than estimates of reserves for fields that are substantially developed and being depleted and are likely to contain estimates and judgements with a wide range of possibilities. These assets are considered for impairment under IFRS 6.
Once a field commences production, the amount of proved reserves will be subject to future revision once additional information becomes available through, for example, the drilling of additional wells or the observation of long-term reservoir performance under producing conditions. As those fields are further developed, new information may lead to revisions.
Assessment of reserves and resources are determined using estimates of oil and gas in place, recovery factors and future commodity prices, the latter having an impact on the total amount of recoverable reserves. Where the Company has updated its estimated reserves and resources any required disclosure of the impact on the financial statements is provided in the following sections.
Estimation of oil and gas asset values (note 9 and 10)
Estimation of the asset value of oil and gas assets is calculated from a number of inputs that require varying degrees of estimation. Principally oil and gas assets are valued by estimating the future cash flows based on a combination of reserves and resources, costs of appraisal, development and production, production profile, climate-related risks, pipeline reopening and future sales price and discounting those cash flows at an appropriate discount rate.
Future costs of appraisal, development and production are estimated taking into account the level of development required to produce those reserves and are based on past costs, experience and data from similar assets in the region, future petroleum prices and the planned development of the asset. However, actual costs may be different from those estimated.
Discount rate is assessed by the Company using various inputs from market data, external advisers and internal calculations. A post tax nominal discount rate of 14% (2024: 14%) derived from the Company's weighted average cost of capital (WACC) is used when assessing the impairment testing of the Company's oil assets at year-end. Risking factors are also used alongside the discount rate when the Company is assessing exploration and appraisal assets.
Estimation of future oil price and netback price
The estimation of future oil price has a significant impact throughout the financial statements, primarily in relation to the estimation of the recoverable value of property, plant and equipment and intangible assets. It is also relevant to the assessment of ECL, going concern and the viability statement.
The Company's assumption of average Brent oil price for future years is based on a range of publicly available market estimates and is summarised in the table below.
USD/bbl 2025 2026 2027 2028 2029+ Actual / Assumption 69 65 67 70 75 HY2025 assumption 65 65 70 75 75 Prior year assumption 75 75 75 75 75
The netback price is used to value the Company's revenue, trade receivables and its forecast cash flows used for impairment testing and viability. It is the aggregation of reference oil price average less transportation costs, handling costs and quality adjustments.
Effective for export sales from 1 September 2022 up to March 2023, sales were priced by the MNR under a new pricing formula based on the realised sales price for KRI blend crude ('KBT') during the delivery month, rather than dated Brent. The Company did not agree on this new pricing formula and continued to invoice based on the agreed formula using reference Brent price. The Company does not have direct visibility on the components of the netback price realised for its oil because sales are managed by the KRG, but the latest payments were based on the netback price provided by the KRG. Therefore, the export revenue from 1 September 2022 was recognised in accordance with IFRS15 using KBT pricing, resulting in the recognition of USD10 million less of revenue.
Since the export pipeline closure in March 2023 the Company has sold its production domestically and at lower realised oil prices than previously achieved through export.
Estimation of the recoverable value of trade receivables (note 11)
As of 31 December 2025, the Company is owed six months of payments for the sales from October 2022 to March 2023. Management has compared the carrying value of trade receivables with the present value of the estimated future cash flows based on a number of collection scenarios. The ECL is the weighted average of these scenarios and is recognised in the income statement. The weighting is applied based on expected repayment timing. The result of this assessment is an ECL provision of USD11.8 million (31 December 2024: USD11.7 million). Sensitivities of the ECL has been provided in note 11.
Decommissioning provision (note 14)
Decommissioning provisions are calculated from a number of inputs such as costs to be incurred in removing production facilities and site restoration at the end of the producing life of each field which is considered as the mid-point of a range of cost estimation. These inputs are based on the Company's best estimate of the expenditure required to settle the present obligation at the end of the period inflated at 2% (2024: 2%) and discounted at 4% (2024: 4%). 10% increase in cost estimates would increase the existing provision by c.USD3 million and 1% increase in discount rate would decrease the existing provision by c.USD3 million, the combined impact would be c.USD0.3m. The cash flows relating to the decommissioning and abandonment provision are expected to occur in 2036.
Arbitration costs award (note 13)
The consolidated accounts include an accrual of USD26 million relating to a potential costs award in relation to the arbitration claim made by the KRG against a subsidiary of the Group, Genel Energy Miran Bina Bawi Limited ('GEMBBL'). This has reduced from USD36 million accrued at the end of last year as a result of the actual award made in April being lower than the amount provisionally accrued. In May 2025, GEMBBL appealed this costs award.
Other estimates
The following are the other estimates that the Directors have made in the process of applying the Group and Company's accounting policies and that have effect on the amounts recognised in the financial statements.
Taxation
Under the terms of the KRI PSCs, corporate income tax due is paid on behalf of the Company by the KRG from the KRG's own share of revenues, resulting in no corporate income tax payment required or expected to be made by the Company. It is not known at what rate tax is paid, but it is estimated that the current tax rate would be between 15% and 40%. If this was known it would result in a gross up of revenue with a corresponding debit entry to taxation expense with no net impact on the income statement or on cash. In addition, it would be necessary to assess whether any deferred tax asset or liability was required to be recognised.
3. Accounting policies
The accounting policies adopted in preparation of these financial statements are consistent with those used in preparation of the annual financial statements for the year ended 31 December 2024.
Revenue
Revenue from contracts with customers is earned based on the entitlement mechanism under the terms of the relevant PSC.
Under IFRS 15, entitlement revenue is recognised when the control of the product is deemed to have passed to the customer, in exchange for the consideration amount determined by the terms of the contract. For sales through pipeline, the control passes to the customer when the oil enters the pipe. For sales through trucks, the control passes to the customer when the oil is delivered to the trucks.
Entitlement has two components: cost oil, which is the mechanism by which the Company recovers its costs incurred on an asset, and profit oil, which is the mechanism through which profits are shared between the Company, its partners and the KRG. Profit oil revenue is always reported net of any capacity building payments that will become due.
The Company's export oil sales made to the KRG are valued at a netback price which is explained further in significant accounting estimates and judgements. The Company's domestic sales are valued at the price agreed with the domestic buyers. All production in 2025 was sold into the domestic market.
The Company is not able to measure the tax that has been paid on its behalf and consequently has not been able to assess where revenue should be reported gross of implied income tax paid.
Intangible assets
Exploration and evaluation assets
Oil and gas assets classified as exploration and evaluation assets are explained under Oil and Gas assets below.
Tawke RSA
Intangible assets include the Receivable Settlement Agreement ('RSA') effective from 1 August 2017, which was entered into in exchange for trade receivables due from KRG for Taq Taq and Tawke past sales. The RSA was recognised at cost and is amortised on a units of production basis in line with the economic lives of the rights acquired.
Property, plant and equipment
Producing and Development assets
Oil and gas assets classified as producing and development assets are explained under Oil and Gas assets below.
Oil and Gas assets
Costs incurred prior to obtaining legal rights to explore are expensed to the statement of comprehensive income. Exploration, appraisal and development expenditure is accounted for under the successful efforts method. Under the successful efforts method only costs that relate directly to the discovery and development of specific oil and gas reserves are capitalised as exploration and evaluation assets within intangible assets so long as the activity is assessed to be de-risking the asset and the Company expects continued activity on the asset into the foreseeable future. Costs of activity that do not identify oil and gas reserves are expensed.
All licence acquisition costs, geological and geophysical costs, inventories and other direct costs of exploration, evaluation and development are capitalised as intangible assets or property, plant and equipment according to their nature. Intangible assets comprise costs relating to the exploration and evaluation of properties which the Directors consider to be unevaluated until assessed as being 2P reserves and commercially viable.
Once assessed as being 2P reserves they are tested for impairment and transferred to property, plant and equipment as development assets. Where properties are appraised to have no commercial value, the associated costs are expensed as an impairment loss in the period in which the determination is made. Development assets are classified under producing assets following the commercial production commencement.
Development expenditure is accounted for in accordance with IAS 16 - Property, plant and equipment. Producing assets are depreciated once they are available for use and are depleted on a field-by-field basis using the unit of production method. The sum of carrying value and the estimated future development costs are divided by total barrels to provide a USD/barrel unit depreciation cost. Changes to depreciation rates as a result of changes in forecast production and estimates of future development expenditure are reflected prospectively.
The estimated useful lives of property, plant and equipment and their residual values are reviewed on an annual basis and changes in useful lives are accounted for prospectively. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income for the relevant period.
Where exploration licences are relinquished or exited for no consideration or costs incurred are neither de-risking nor adding value to the asset, the associated costs are expensed to the income statement.
Impairment testing of oil and gas assets is considered in the context of each cash generating unit. A cash generating unit is generally a licence, with the discounted value of the future cash flows of the CGU compared to the book value of the relevant assets and liabilities.
Subsequent costs
The cost of replacing part of an item of property and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company, and its cost can be measured reliably. The net book value of the replaced part is expensed. The costs of the day-to-day servicing and maintenance of property, plant and equipment are recognised in the statement of comprehensive income.
Assets and liabilities held for sale and discontinued operations
A part of the Company's operations is classified as a discontinued operation if the component has either been disposed of or is classified as held for sale and represents a separate major line of business or geographic area of operations, is part of a single coordinated plan to dispose of a separate major line of business or geographic area of operations, or is a subsidiary acquired exclusively with a view to resale. The disposal group or asset classified as asset held for sale is measured at the lower of its carrying amount and fair value less cost to sell. Assets held for sale are presented under a separate line item within current assets and liabilities directly associated with assets held for sale are presented separately under current liabilities. Discontinued operations are excluded from the net income/loss from continuing operations and are presented as a single amount as gain/loss from discontinued operations in the consolidated statement of comprehensive income. When an operation is classified as a discontinued operation, the comparative consolidated statement of comprehensive income is restated and presented as if the operation had been classified as such from the start of the comparative year.
Financial assets and liabilities
Classification
The Company assesses the classification of its financial assets on initial recognition at amortised cost, fair value through other comprehensive income or fair value through profit and loss. The Company assesses the classification of its financial liabilities on initial recognition at either fair value through profit and loss or amortised cost.
Recognition and measurement
Regular purchases and sales of financial assets are recognised at fair value on the trade-date - the date on which the Company commits to purchase or sell the asset. Trade and other receivables, trade and other payables and borrowings are subsequently carried at amortised cost using the effective interest method.
Trade and other receivables
Trade receivables are amounts due from crude oil sales, sales of gas or services performed in the ordinary course of business. If payment is expected within one year or less, trade receivables are classified as current assets otherwise they are presented as non-current assets. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for expected credit loss. The Company's assessment of expected credit loss model is explained below under financial assets.
Cash and cash equivalents
In the consolidated balance sheet and consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held on call with banks, other short-term highly liquid investments which are assessed as cash and cash equivalents under IAS 7 and includes the Company's share of cash held in joint operations.
Interest-bearing borrowings
Borrowings are recognised initially at fair value, net of any discount in issuance and transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method. When the Company buys back its bond, the carrying amount of the liability is measured based on the repayment amount by allocating the initial transaction cost and the difference is recognised in the statement of comprehensive income.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan.
Borrowings are presented as long or short-term based on the maturity of the respective borrowings in accordance with the loan or other agreement. Borrowings with maturities of less than twelve months are classified as short-term. Amounts are classified as long-term where maturity is greater than twelve months. Where no objective evidence of maturity exists, related amounts are classified as short-term.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.
Offsetting
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
Provisions
Provisions are recognised when the Company has a present obligation as a result of a past event, and it is probable that the Company will be required to settle that obligation. Provisions are measured at the Company's best estimate of the expenditure required to settle the obligation at the balance sheet date and are discounted to present value where the effect is material. The unwinding of any discount is recognised as finance costs in the statement of comprehensive income.
Decommissioning
Provision is made for the cost of decommissioning assets at the time when the obligation to decommission arises. Such provision represents the estimated discounted liability for costs which are expected to be incurred in removing production facilities and site restoration at the end of the producing life of each field. A corresponding cost is capitalised to property, plant and equipment and subsequently depreciated as part of the capital costs of the production facilities. Any change in the present value of the estimated expenditure attributable to changes in the estimates of the cash flow or the current estimate of the discount rate used are reflected as an adjustment to the provision and capitalised as part of the cost of the assets.
Impairment
Exploration and evaluation assets
Spend on exploration and evaluation assets is capitalised in accordance with IFRS 6. The carrying amounts of the Company's exploration and evaluation assets are reviewed at each reporting date to determine whether there is any indication of impairment under IFRS 6. Impairment assessment of exploration and evaluation assets is considered in the context of each cash generating unit, which is generally represented by relevant the licence.
Producing and Development assets
The carrying amounts of the Company's producing and development assets are reviewed at each reporting date to determine whether there is any indication of impairment or reversal of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair value less costs of disposal. For value in use, the estimated future cash flows arising from the Company's future plans for the asset are discounted to their present value using a nominal post tax discount rate that reflects market assessments of the time value of money and the risks specific to the asset. For fair value less costs of disposal, an estimation is made of the fair value of consideration that would be received to sell an asset less associated selling costs (which are assumed to be immaterial). Assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (cash generating unit).
The estimated recoverable amount is then compared to the carrying value of the asset. Where the estimated recoverable amount is materially lower than the carrying value of the asset an impairment loss is recognised. Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
Property, plant and equipment and intangible assets
Impairment testing of oil and gas assets is explained above. When impairment indicators exist for other non-financial assets, impairment testing is performed based on the higher of value in use and fair value less costs of disposal. The Company assets' recoverable amount is determined by fair value less costs of disposal.
Financial assets
Impairment of financial assets is assessed under IFRS 9 with a forward-looking expected credit loss ('ECL') model. The standard requires the Company to book an allowance for ECL for its financial assets. The Company has assessed its trade receivables as at 31 December 2025 for ECL. Further explanation is provided in significant accounting judgements and estimates.
Equity
Share capital
Amounts subscribed for share capital at nominal value. Ordinary shares are classified as equity. When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, is net of any tax effects and is recognised as a deduction in equity. Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are subsequently sold or reissued, the amount received is recognised as an increase in equity and the resulting surplus or deficit of the transaction is transferred to/from retained earnings.
Share premium
Amounts subscribed for share capital in excess of nominal value.
Accumulated loss
Cumulative net losses recognised in the statement of comprehensive income net of amounts recognised directly in equity.
Dividend
Liability to pay a dividend is recognised based on the declared timetable. A corresponding amount is recognised directly in equity.
Employee benefits
Short-term benefits
Short-term employee benefit obligations are expensed to the statement of comprehensive income as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Share-based payments
The Company operates equity-settled share-based compensation plans. The expense required in accordance with IFRS 2 is recognised in the statement of comprehensive income over the vesting period of the award and partially capitalised as oil and gas assets in line with the hours incurred by the employees. The expense is determined by reference to option pricing models, principally Monte Carlo and adjusted Black-Scholes models.
At each balance sheet date, the Company revises its estimate of the number of options that are expected to become exercisable. Any revision to the original estimates is reflected in the statement of comprehensive income with a corresponding adjustment to equity immediately to the extent it relates to past service and the remainder over the rest of the vesting period.
Finance income and finance costs
Finance income comprises interest income on cash invested, foreign currency gains and the unwind of discount on any assets held at amortised cost. Interest income is recognised as it accrues, using the effective interest method.
Finance expense comprises interest expense on borrowings, foreign currency losses and discount unwind on any liabilities held at amortised cost. Borrowing costs directly attributable to the acquisition of a qualifying asset as part of the cost of that asset are capitalised over the respective assets.
Taxation
Under the terms of the KRI PSCs, the Company is not required to pay any cash corporate income taxes as explained in significant accounting judgements and estimates. Current tax expense is incurred on profits of service companies.
Segmental reporting
IFRS 8 requires the Company to disclose information about its business segments and the geographic areas in which it operates. It requires identification of business segments on the basis of internal reports that are regularly reviewed by the CEO, the chief operating decision maker, in order to allocate resources to the segment and assess its performance.
Related parties
Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the party in making financial or operational decisions. Parties are also related if they are subject to common control. Transactions between related parties are transfers of resources, services or obligations, regardless of whether a price is charged and are disclosed separately within the notes to the consolidated financial information.
New standards
The following new accounting standards, amendments to existing standards and interpretations are effective on 1 January 2025: Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023). These standards did not have a material impact on the Company's results or financial statements disclosures in the current reporting period.
The following new accounting standards, amendments to existing standards and interpretations are effective on 1 January 2026 and have been endorsed in 2025: Annual Improvements Volume 11 (issued on 18 July 2024), Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and IFRS 7 (issued on 18 December 2024), Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 (issued on 30 May 2024). The following new accounting standards, amendments to existing standards and interpretations have been issued but are not yet effective and/or have not yet been endorsed by the EU: IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024), IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024), Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency (issued on 13 November 2025), Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 21 August 2025). Nothing has been early adopted, and these standards are not expected to have a material impact on the Company's results or financials statement disclosures in the periods they become effective except for IFRS 18 which will impact the presentation and disclosure in the financial statements and the Company is still assessing the full impact.
2. Segmental information
The Company has two reportable business segments: Production and Pre-production. Capital allocation decisions for the production segment are considered in the context of the cash flows expected from the production and sale of crude oil. The production segment is comprised of the producing fields on the Tawke PSC (Tawke and Peshkabir fields) which are located in the KRI and make export sales to the KRG and domestic sales to the domestic buyers where one buyer contributed c.80% of revenue, c.USD55m (2024: one buyer contributed 70%, c.USD50m). The pre-production segment is comprised of exploration activity, principally located in Oman, Somaliland and Morocco (exited in June 2025). 'Other' includes corporate assets, liabilities and costs, elimination of intercompany receivables and intercompany payables, which are non-segment items.
For the year ended 31 December 2025
Pre-production Total
Production Other
USDm USDm USDm USDm
Revenue from contracts with customers (domestic) 68.7 - - 68.7
Other income 3.4 - - 3.4
Cost of sales (71.0) - - (71.0)
Gross profit 1.1 - - 1.1
Exploration expense - (0.3) - (0.3)
ECL of trade receivables (1.3) - - (1.3)
Arbitration cost reversal - - 9.1 9.1
General and administrative costs - - (18.9) (18.9)
Operating loss (0.2) (0.3) (9.8) (10.3)
Operating loss is comprised of
EBITDAX 51.1 - (7.8) 43.3
Depreciation and amortisation (50.0) - (0.1) (50.1)
Exploration expense - (0.3) - (0.3)
Other non-cash expenses (1.3) - (1.9) (3.2)
Finance income - - 8.9 8.9
Bond interest expense - - (9.1) (9.1)
Other finance expense (1.1) - (1.1) (2.2)
Loss before income tax from continuing operations (1.3) (0.3) (11.1) (12.7)
Profit from discontinued operations 3.9 - - 3.9
Profit / (Loss) before income tax 2.6 (0.3) (11.1) (8.8)
Capital expenditure 24.2 5.0 - 29.2
Total assets 301.8 37.4 221.8 561.0
Total liabilities (79.5) (27.8) (102.7) (210.0)
Sarta and Taq Taq PSC figures have been disclosed as discontinued operation (note 7).
Total assets and liabilities in the other segment are predominantly cash and debt balances.
For the year ended 31 December 2024
Total
Production Pre-production Other
USDm USDm USDm USDm
Revenue from contracts with customers (domestic) 74.7 - - 74.7
Cost of sales (69.7) - - (69.7)
Gross profit 5.0 - - 5.0
Exploration expense - (2.7) - (2.7)
Arbitration cost accrual - - (36.0) (36.0)
Reversal of accruals and provisions - - 3.8 3.8
Reversal of ECL of trade receivables 1.4 - - 1.4
General and administrative costs - - (23.9) (23.9)
Operating profit / (loss) 6.4 (2.7) (56.1) (52.4)
Operating profit / (loss) is comprised of
EBITDAX 57.1 - (56.0) 1.1
Depreciation and amortisation (52.1) - (0.1) (52.2)
Reversal of ECL of trade receivables 1.4 - - 1.4
Exploration expense - (2.7) - (2.7)
Finance income - - 15.8 15.8
Bond interest expense - - (18.2) (18.2)
Net other finance expense (1.0) - (6.3) (7.3)
Profit / (Loss) before income tax from continuing 5.4 (2.7) (64.8) (62.1)
operations
Loss from discontinued operations (14.7) - - (14.7)
Loss before income tax (9.3) (2.7) (64.8) (76.8)
Capital expenditure 23.0 2.7 - 25.7
Total assets 373.8 26.5 198.6 598.9
Total liabilities (117.6) (0.3) (123.7) (241.6)
Sarta and Taq Taq PSC figures have been disclosed as discontinued operation (note 7).
Total assets and liabilities in the other segment are predominantly cash and debt balances, and includes assets and liabilities relating to Sarta, Qara Dagh, Miran and Bina Bawi PSCs which have been exited in prior years.
3. Operating loss
2025 2024
USDm USDm
Production costs (21.0) (17.6)
Depreciation of oil and gas property, plant and equipment (excl. RoU assets) (45.0) (46.6)
Amortisation of oil and gas intangible assets (5.0) (5.5)
Cost of sales (71.0) (69.7)
Exploration expense (0.3) (2.7)
Reversal of ECL of trade receivables (note 1,11) - 1.4
ECL of trade receivables (note 1,11) (1.3) -
Net (ECL) / reversal of ECL of receivables (1.3) 1.4
Arbitration cost reversal / (accrual) 9.1 (36.0)
Reversal of provisions - 3.8
Reversal of / (accrual for) arbitration cost 9.1 (32.2)
Corporate cash costs (9.1) (13.3)
Other operating costs (7.8) (8.6)
Corporate share-based payment expense (1.9) (1.9)
Depreciation and amortisation of corporate assets (0.1) (0.1)
General and administrative costs (18.9) (23.9)
Auditor's remuneration:
Audit of the Group's consolidated financial statements (0.3) (0.4)
Audit of the Group's subsidiaries pursuant to legislation (0.1) (0.1)
Total audit services (0.4) (0.5)
Interim review (0.1) (0.1)
Total audit related and non-audit services (0.5) (0.6)
All fees paid to the auditor were charged to operating loss in both years.
4. Staff costs and headcount
2025 2024
USDm USDm
Wages and salaries (14.8) (17.4)
Contractors (0.3) (0.2)
Social security costs (1.2) (1.2)
Share based payments (2.8) (2.7)
(19.1) (21.5)
2025 number 2024 number
Average headcount was:
UK 23 25
Türkiye 28 31
Somaliland 23 26
KRI 1 5
75 87
5. Finance expense and income
2025 2024
USDm USDm
Bond interest (9.1) (18.2)
Loss on bond buy-backs - (4.6)
Other finance expense (non-cash) (2.2) (2.7)
Finance expense (11.3) (25.5)
Bank interest income 8.9 15.8
Finance income 8.9 15.8
Net finance expense (2.4) (9.7)
Bond interest payable is the cash interest cost of the Company's bond debt. Other finance expense (non-cash) primarily relates to the discount unwind on the bond and the asset retirement obligation provision.
6. Income tax expense
Current tax expense is incurred on profits of service companies. Under the terms of the KRI PSCs, the Company is not required to pay any cash corporate income taxes as explained in note 1.
7. Assets and liabilities held for sale and discontinued operations
On 24 December 2024, the Company entered into a sale agreement to dispose its share of rights, benefits, liabilities and obligations in Taq Taq PSC to its partner. The transaction was subject to Kurdistan Regional Government ('KRG') approval. These operations, which were expected to be sold within 12 months, had been classified as a disposal group held for sale and presented separately in the consolidated balance sheet as at 31 December 2024. Following the KRG approval in May 2025, the assets and liabilities held for sale were removed.
The major classes of assets and liabilities comprising the operations classified as held for sale are as follows:
2025 2024
USDm USDm
Property, plant and equipment (note 1,10) - 32.5
Trade receivables, net of ECL (note 11) - 9.3
Assets classified as held for sale - 41.8
Other payables and accruals - 4.8
Deferred income - 15.8
Provisions (note 14) - 21.2
Total liabilities associated with assets classified as held for sale - 41.8
Net assets of disposal group - -
Sarta PSC was terminated on 1 December 2023. On 20 April 2025, a Settlement, Relinquishment, and Termination Agreement ('RTA') was signed between the Kurdistan Regional Government of Iraq ('KRG'), Genel Energy Sarta Ltd. and Chevron Iraq (Sarta) Ltd. (together 'Contractors'). As per the agreement, the KRG released the contractors from liabilities owed to the KRG and the Contractors released the KRG from all liabilities owed to the contractors. Therefore, all receivables and payables related to Sarta PSC has been written off resulting with c.USD4 million profit in the year.
The results of the discontinued operations from Taq Taq and Sarta, which have been included in the loss for the period, were as follows:
2025 2024
USDm USDm
Other operating costs (0.9) (10.5)
Impairment loss on Taq Taq held for sale asset - (2.2)
Reversal of ECL of trade receivables 1.2 -
Write-off of trade receivables (note 11) (8.9) -
Write-off of trade payables 12.5 -
General and administrative costs - 0.4
Operating profit / (loss) 3.9 (12.3)
Other finance expense (non-cash) - (2.4)
Profit / (Loss) from discontinued operations 3.9 (14.7)
2025 2024
Cash flows from discontinued operations USDm USDm
Net cash used in operating activities (2.3) (10.3)
Net cash used in investing activities - -
Net cash used in financing activities - -
8. Earnings / (Loss) per share
Basic
Basic earnings / (loss) per share is calculated by dividing the profit / (loss) attributable to owners of the parent by the weighted average number of shares in issue during the year.
2025 2024 Loss from continuing operations (USDm) (12.8) (62.2) Profit / (Loss) from discontinued operations (USDm) 3.9 (14.7) Loss attributable to owners of the parent (USDm) (8.9) (76.9) Weighted average number of ordinary shares - number 1 275,454,531 276,223,685 Basic LPS - cents (from continuing operations) (4.6) (22.5) Basic EPS / (LPS) - cents (from discontinuing operations) 1.4 (5.3) Basic LPS - cents (3.2) (27.8)
1 Excluding shares held as treasury shares and by the Employee Benefit Trust
Diluted
The Company purchases shares in the market to satisfy share plan requirements so diluted earnings per share is adjusted for performance shares, restricted shares, share options and deferred bonus plans not included in the calculation of basic earnings per share. Because the Company reported a loss from continuing operations for the year ended 31 December 2025 and 31 December 2024, the performance shares, restricted shares and share options are anti-dilutive and therefore diluted LPS is the same as basic LPS:
2025 2024 Loss from continuing operations (USDm) (12.8) (62.2) Profit / (Loss) from discontinued operations (USDm) 3.9 (14.7) Loss attributable to owners of the parent (USDm) (8.9) (76.9) Weighted average number of ordinary shares - number1 275,454,531 276,223,685 Adjustment for performance shares, restricted shares, share options and deferred bonus - - plans Weighted average number of ordinary shares and potential ordinary shares 275,454,531 276,223,685 Diluted LPS - cents (from continuing operations) (4.6) (22.5) Diluted EPS / (LPS) - cents (from discontinuing operations) 1.4 (5.3) Diluted LPS - cents (3.2) (27.8)
1 Excluding shares held as treasury shares and by the Employee Benefit Trust
Adjusted Basic LPS
Adjusted basic LPS is loss and total comprehensive expense adjusted for the add back of net impairment/write-off of oil and gas assets and net ECL/reversal of ECL of receivables divided by weighted average number of ordinary shares.
2025 2024 Loss attributable to owners of the parent (USDm) (8.9) (76.9) Add back of impairment loss on Taq Taq held for sale asset - 2.2 Add back of net reversal of ECL/ECL of receivables 0.1 (1.4) Loss attributable to owners of the parent (USDm) - adjusted (8.8) (76.1) Weighted average number of ordinary shares - number 1 275,454,531 276,223,685 Adjusted basic LPS - cents per share (3.2) (27.6)
1 Excluding shares held as treasury shares and by the Employee Benefit Trust
9. Intangible assets
Other
Exploration and evaluation assets Tawke Total
assets
RSA
USDm USDm USDm USDm
Cost
At 1 January 2024 22.8 128.5 7.5 158.8
Additions 2.7 - - 2.7
Other 0.4 - - 0.4
At 31 December 2024 and 1 January 2025 25.9 128.5 7.5 161.9
Additions 5.0 - - 5.0
Other 0.4 - - 0.4
At 31 December 2025 31.3 128.5 7.5 167.3
Accumulated amortisation and impairment
At 1 January 2024 - (66.6) (7.5) (74.1)
Amortisation charge for the year - (5.5) - (5.5)
At 31 December 2024 and 1 January 2025 - (72.1) (7.5) (79.6)
Amortisation charge for the period - (5.0) - (5.0)
At 31 December 2025 - (77.1) (7.5) (84.6)
Net book value
At 1 January 2024 22.8 61.9 - 84.7
At 31 December 2024 25.9 56.4 - 82.3
At 31 December 2025 31.3 51.4 - 82.7
2025 2024
Book value USDm USDm
Somaliland PSC Exploration 27.6 25.9
Oman PSC Exploration 3.7 -
Exploration and evaluation assets 31.3 25.9
Tawke capacity building payment waiver 51.4 56.4
Tawke RSA assets 51.4 56.4
10. Property, plant and equipment
Other
Producing assets
assets Total
USDm USDm USDm
Cost
At 1 January 2024 3,313.2 17.3 3,330.5
Additions 23.0 0.6 23.6
Right-of-use assets - 0.5 0.5
Other1 3.2 - 3.2
Reclassified as held for sale (note 7) (2,021.3) - (2,021.3)
At 31 December 2024 and 1 January 2025 1,318.1 18.4 1,336.5
Additions 24.2 0.2 24.4
Right-of-use assets - 1.8 1.8
Other1 0.6 - 0.6
At 31 December 2025 1,342.9 20.4 1,363.3
Accumulated depreciation and impairment
At 1 January 2024 (3,068.5) (15.5) (3,084.0)
Depreciation charge for the year (46.6) (1.4) (48.0)
Reclassified as held for sale (note 7) 1,986.6 - 1,986.6
At 31 December 2024 and 1 January 2025 (1,128.5) (16.9) (1,145.4)
Depreciation charge for the period (45.0) (1.4) (46.4)
At 31 December 2025 (1,173.5) (18.3) (1,191.8)
Net book value
At 1 January 2024 244.7 1.8 246.5
At 31 December 2024 189.6 1.5 191.1
At 31 December 2025 169.4 2.1 171.5
1 Other line includes non-cash asset retirement obligation provision and share-based payment costs.
2025 2024 Book value USDm USDm Tawke PSC Oil production 169.4 189.6 Producing assets 169.4 189.6
The sensitivities below provide an indicative impact on net asset value of a change in netback price, discount rate or production, assuming no change to any other inputs.
Tawke CGU
Sensitivities USDm
Long term netback price +/- USD5/bbl +/- 17
Discount rate +/- 1% +/- 11
Production +/- 10% +/- 34
Domestic sales for 1 more year - 19
11. Trade and other receivables
2025 2024
USDm USDm
Trade receivables - non-current 59.4 60.9
Trade receivables - current 16.6 24.1
Other receivables and prepayments 6.4 3.1
82.4 88.1
As of 31 December 2025, the Company is owed six months of payments (31 December 2024: six months).
Period when sale made
ECL
Reclassified as held for sale Trade
Overdue 2023 Overdue 2022 Total nominal (note 7) receivables
provision
USDm USDm USDm USDm USDm USDm
31 December 2025 40.2 47.6 87.8 - (11.8) 76.0
31 December 2024 49.3 58.1 107.4 (10.7) (11.7) 85.0
2025 2024
Movement on trade receivables in the period
USDm USDm
Carrying value at the beginning of the period 85.0 92.9
Revenue from contracts with customers 68.7 74.7
Cash for domestic sales (68.7) (74.7)
Write-off of Sarta receivables (note 7) (8.9) -
Reversal of previous year's expected credit loss (note 1) 1.2 1.4
Expected credit loss for current period (note 1) (1.3) -
Reclassified as held for sale (note 7) - (9.3)
Carrying value at the end of the period 76.0 85.0
Recovery of the carrying value of the receivable
All trade receivables relate to export sales from Tawke PSC as the domestic sales are on a cash and carry basis. As explained in note 1, the booked nominal receivable value of USD87.8 million has been recognised based on KBT due to IFRS 15 requirements and it would be USD10 million higher under Brent pricing mechanism. The Company expects to recover the full value of receivables owed from the KRG under Brent pricing mechanism, but the terms of recovery are not determined yet. An explanation of the assumptions and estimates in assessing the net present value of the deferred receivables are provided in note 1.
Total
USDm
Booked nominal balance to be recovered 87.8
Estimated net present value of total cash flows 76.0
Sensitivities/Scenarios
As set out in note 1, the recoverability of the overdue trade receivables is based on a number of different collection scenarios. We consider that the ultimate resolution will include full consideration of all balances between the two counterparties. A 1% increase / decrease in the discount rate would result in a c.USD0.7 million change in the ECL provision. Each three-month delay in settlement would result in a c.USD0.9 million increase in the ECL provision. A combined three-month delay and a 1% increase in the discount rate would result in a c.USD1.6 million change in the ECL provision. The discount rate applied is the discount rate considered to represent the effective interest rate on this instrument.
12. Cash and cash equivalents
2025 2024
USDm USDm
Cash and cash equivalents 224.4 195.6
224.4 195.6
Cash is primarily invested with major international financial institutions, in US Treasury bills or liquidity funds.
13. Trade and other payables
2025 2024
USDm USDm
Trade payables 12.1 20.0
Other payables 35.5 32.7
Accruals 45.4 57.1
93.0 109.8
Non-current 1.3 0.2
Current 91.7 109.6
93.0 109.8
Current payables are predominantly short-term in nature and there is minimal difference between contractual cash flows related to the financial liabilities and their carrying amount. For non-current payables, liabilities are recognised at discounted fair value using the effective interest rate. Lease liabilities are included in other payables.
14. Provisions
2025 2024
USDm USDm
Balance at 1 January 25.1 45.2
Interest unwind 1.1 1.8
Additions 0.1 2.9
Reclassified as held for sale (note 7) - (21.2)
Reversals - (3.6)
Balance at 31 December 26.3 25.1
Provisions cover expected decommissioning, abandonment and exit costs arising from the Company's assets which are further explained in note 1.
15. Interest bearing loans and net cash
Purchase/
issuance
1 Jan 2025 Discount unwind Free cash flow 31 Dec 2025
of bond
USDm USDm USDm USDm USDm
2025 Bond 9.25% coupon (current) (64.9) (0.9) 65.8 - -
2030 Bond 11% coupon (non-current) - (0.2) (90.5) - (90.7)
Cash 195.6 - 24.7 4.1 224.4
Net cash 130.7 (1.1) - 4.1 133.7
As of 31 December 2025, the fair value of the USD92 million of bonds held by third parties is USD96 million (31 December 2024: USD66 million).
In April 2025, the Company issued a new five-year senior unsecured bond and exercised its call option on the old bonds, which were repaid at par.
The bonds maturing in 2030 have two financial covenants:
Financial covenant Test YE 2025 Test YE 2024
Equity ratio (Total equity/Total assets) > 30% 63% > 40% 60%
Minimum liquidity > USD20m USD224.4m > USD30m USD195.6m
Repurchase
1 Jan 2024 Discount unwind Share purchase Free cash flow 31 Dec 2024
of bond
USDm USDm USDm USDm USDm USDm
2025 Bond 9.25% (243.7) (1.6) 180.4 - - (64.9)
(current)
Cash 363.4 - (185.0) (2.4) 19.6 195.6
Net cash 119.7 (1.6) (4.6) (2.4) 19.6 130.7
16. Financial Risk Management
Credit risk
Credit risk arises from cash and cash equivalents, trade and other receivables and other assets. The carrying amount of financial assets represents the maximum credit exposure. The maximum credit exposure to credit risk at 31 December was:
2025 2024
USDm USDm
Trade and other receivables 80.0 85.6
Cash and cash equivalents 224.4 195.6
304.4 281.2
All trade receivables are owed by the KRG. Cash is deposited with major international financial institutions and the US treasury that are assessed as appropriate based on, among other things, sovereign risk, CDS pricing and credit rating.
Liquidity risk
The Company is committed to ensuring it has sufficient liquidity to meet its payables as they fall due. At 31 December 2025, the Company had cash and cash equivalents of USD224.4 million (2024: USD195.6 million). The maturity of trade and other payables is disclosed in Note 13, and the fixed-rate debt profile and associated interest rate risk considerations are disclosed below under interest rate risk.
Oil price risk
The Company's export revenues are calculated from netback price and domestic sales revenues are from a price established on an arm's length basis as further explained in note 1, and a USD5/bbl change in average price across domestic sales would result in a (loss) / profit before tax change of circa USD6 million.
Currency risk
Other than head office costs, substantially all of the Company's transactions are denominated and/or reported in US dollars. The exposure to currency risk is therefore immaterial and accordingly no sensitivity analysis has been presented.
Interest rate risk
The Company reported borrowings of USD90.7 million (2024: USD64.9 million) in the form of a bond maturing in April 2030, with half-yearly fixed coupon interest payable of 11% p.a. on the nominal value of USD92 million (2024: USD66 million). Although interest is fixed on existing debts, whenever the Company wishes to borrow new debt or refinance existing debt, it will be exposed to interest rate risk. A 1% increase in interest rate payable on a balance similar to the existing debts of the Company would result in an additional cost of circa USD1 million per annum.
Capital management
The Company manages its capital to ensure that it remains sufficiently funded to support its business strategy and maximise shareholder value. The Company's short-term funding needs are met principally from the cash flows generated from its operations and available cash of USD224.4 million (2024: USD195.6 million).
Financial instruments
All financial assets and liabilities are measured at amortised cost. Due to their short-term nature except interest bearing loans and non-current portion of trade receivables, the carrying value of these financial instruments approximates their fair value. Their carrying values are as follows:
Financial assets 2025 2024
USDm USDm
Trade and other receivables 80.0 85.6
Cash and cash equivalents 224.4 195.6
304.4 281.2
Financial liabilities
Trade and other payables 90.5 108.4
Interest bearing loans 90.7 64.9
181.2 173.3
17. Share capital
Total
Ordinary Shares
At 1 January 2024 - fully paid1 280,248,198
At 31 December 2024, 1 January 2025 and 31 December 2025 - fully paid1 280,248,198
1 Ordinary shares include 845,335 (2024: 845,335) treasury shares. Share capital includes 3,832,307 (2024: 4,067,720) of trust shares.
There have been no changes to the authorised share capital since it was determined to be 10,000,000,000 ordinary shares of GBP0.10 per share.
18. Share based payments
The Company has three share-based payment plans under which awards are currently outstanding: performance share plan (2021), deferred bonus plan (2021) and restricted share plan (2011). The main features of these share plans are set out below.
Key features PSP (2021) DBP (2021) RSP (2011)
Either Performance shares or restricted Deferred bonus shares. The Restricted shares. The
shares. The intention is to deliver the intention is to deliver the full intention is to deliver the
Form of full value of vested shares at no cost to value of shares at no cost to the full value of shares at no
awards the participant (as conditional shares or participant (as conditional shares cost to the participant (as
nil-cost options). or nil-cost options). conditional shares or
nil-cost options).
Performance conditions may or may not Performance conditions may
apply. Awards granted with performance Performance conditions may or may or may not apply. For
Performance conditions are measured against relative not apply. For awards granted to awards granted to date,
conditions and absolute TSR measured against a group date, there are no performance there are no performance
of industry peers over a three-year conditions. conditions.
period.
For awards subject to performance
conditions, they will vest when the
Remuneration Committee determines whether
Vesting the performance conditions have been met Awards typically vest after two Awards typically vest in
period at the end of the performance period. For years. tranches over three years.
awards that are not subject to performance
conditions, awards typically vest in
tranches over three years.
Provision of additional cash/shares to Provision of additional cash/ Provision of additional
reflect dividends over the vesting period shares to reflect dividends over cash/shares to reflect
Dividend and the period where the options have the vesting period and the period dividends over the vesting
equivalents vested and have not yet been exercised where the options have vested and period may or may not
(where applicable) may or may not apply. have not yet been exercised (where apply.
applicable) may or may not apply.
In 2025, awards were made under the performance share plan and deferred bonus plan. The numbers of outstanding shares as at 31 December 2025 are set out below:
Share awards with Share awards without Share Weighted avg. exercise
performance conditions performance conditions options price of share options
Outstanding at 1 January 7,561,301 1,002,917 18,452 1,046p
2024
Granted during the year 4,075,827 428,066 - -
Forfeited during the year (2,152,140) - - -
Lapsed during the year (1,467,593) (155,387) (18,452) 1,046p
Exercised during the year - (364,428) - -
Outstanding at 31 Dec 8,017,395 911,168 - -
2024 and 1 Jan 2025
Granted during the year 4,475,401 711,232 - -
Forfeited during the year (1,847,249) - - -
Lapsed during the year (423,570) (46,279) - -
Exercised during the year - (300,435) - -
Outstanding at 31 10,221,977 1,275,686 - -
December 2025
Fair value of awards granted during the year has been measured by use of the Monte-Carlo pricing model. The model takes into account assumptions regarding expected volatility, expected dividends and expected time to exercise. Expected volatility was also analysed with the historical volatility of FTSE-listed oil and gas producers over the three years prior to the date of grant. The expected dividend assumption was set at 0%. The risk-free interest rate incorporated into the model is based on the term structure of UK Government zero coupon bonds.
The inputs into the fair value calculation for PSP awards granted in 2025 and fair values per share using the model were as follows:
PSP (without condition) PSP
02/04/2025 02/04/2025
Share price at grant date 63p 63p
Fair value on measurement date 63p 40p
Expected life (years) 1-3 1-3
Expected dividends - -
Risk-free interest rate 3.95% 3.95%
Expected volatility 49.35% 49.35%
Share price at balance sheet date 60p 60p
The weighted average fair value for PSP awards (without condition) granted in 2025 is 63p and for PSP awards granted in 2025 is 40p.
The inputs into the fair value calculation for PSP awards granted in 2024 and fair values per share using the model were as follows:
PSP (without condition) PSP PSP (without condition) PSP
30/04/2024 30/04/2024 10/09/2024 10/09/2024
Share price at grant date 85p 85p 74p 74p
Fair value on measurement date 85p 52p 74p 40p
Expected life (years) 1-3 1-3 1-3 1-3
Expected dividends - - - -
Risk-free interest rate 4.45% 4.45% 3.70% 3.70%
Expected volatility 44.89% 44.89% 44.75% 44.75%
Share price at balance sheet 66p 66p 66p 66p
date
The weighted average fair value for PSP awards (without condition) granted in 2024 is 85p and for PSP awards granted in 2024 is 51p.
Total share-based payment charge for the year was USD2.8 million (2024: USD2.7 million).
19. Capital commitments
Under the terms of its production sharing contracts ('PSC's) and joint operating agreements ('JOA's), the Company has certain commitments that are generally defined by activity rather than spend. The Company's capital programme for the next few years is explained in the operating review and is in excess of the activity required by its PSCs and JOAs.
20. Related parties
The Directors have identified related parties of the Company under IAS 24 as being: the shareholders; members of the Board; and members of the executive committee, together with the families and companies, associates, investments and associates controlled by or affiliated with each of them. The compensation of key management personnel including the Directors of the Company is as follows:
2025 2024
USDm USDm
Board remuneration 0.8 0.7
Key management emoluments and short-term benefits 4.8 4.0
Share-related awards 1.6 1.7
7.2 6.4
There have been no changes in related parties since last year and no related party transactions that had a material effect on financial position or performance in the year.
21. Events occurring after the reporting period
Following the U.S.-Israeli air war on Iran that started on 28 February 2026, production and drilling operations on the Tawke licence were temporarily shut down. The Company continues to monitor developments closely to assess when it can safely and securely resume operations.
22. Subsidiaries and joint arrangements
The Company holds 25% working interest in Tawke licence, 40% in Oman Block 54 licence and 51% in Somaliland SL10B13 licence.
For the period ended 31 December 2025 the principal subsidiaries of the Company were the following:
Entity name Country of Incorporation Ownership % (ordinary shares) Barrus Petroleum Cote D'Ivoire Sarl1 Cote d'Ivoire 100 Barrus Petroleum Limited2 Isle of Man 100 Genel Energy Africa Exploration Limited3 UK 100 Genel Energy Finance 4 plc3 UK 100 Genel Energy Holding Company Limited4 Jersey 100 Genel Energy International Limited5 Anguilla 100 Genel Energy Miran Bina Bawi Limited3 UK 100 Genel Energy Morocco Limited3 UK 100 Genel Energy No. 6 Limited3 UK 100 Genel Energy Block 54 Oman Limited3 UK 100 Genel Energy Petroleum Services Limited3 UK 100 Genel Energy Qara Dagh Limited3 UK 100 Genel Energy Sarta Limited3 UK 100 Genel Energy Somaliland Limited3 UK 100 Genel Energy UK Services Limited3 UK 100 Genel Energy Y?netim Hizmetleri A.S.6 Turkey 100
1 Registered office is 7 Boulevard Latrille, Cocody, 25 B.P. 945 Abidjan 25, Cote d'Ivoire
2 Registered office is 6 Hope Street, Castletown, IM9 1AS, Isle of Man
3 Registered office is Fifth Floor, 36 Broadway, Victoria, London, SW1H 0BH, United Kingdom
4 Registered office is 26 New Street, St Helier, JE2 3RA, Jersey
5 Registered office is PO Box 1338, Maico Building, The Valley, Anguilla
6 Registered office is Vadi Istanbul 1 B Block, Ayazaga Mahallesi, Azerbaycan Caddesi, No:3 Floor: 18, 34396, Sariyer, Istanbul, Turkey
23. Annual report
Copies of the 2025 annual report will be despatched to shareholders in March 2026 and will also be available from the Company's registered office at 26 New Street, St Helier, Jersey, JE2 3RA and at the Company's website - www.genelenergy.com.
24. Statutory financial statements
The financial information for the year ended 31 December 2025 contained in this preliminary announcement has been audited and was approved by the Board on 17 March 2026. The financial information in this statement does not constitute the Company's statutory financial statements for the years ended 31 December 2025 or 2024. The financial information for 2025 and 2024 is derived from the statutory financial statements for 2024, which have been delivered to the Registrar of Companies, and 2025, which will be delivered to the Registrar of Companies and issued to shareholders in March 2026. The auditors have reported on the 2025 and 2024 financial statements; their report was unqualified and did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report. The statutory financial statements for 2025 are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union. The accounting policies (that comply with IFRS) used by Genel Energy plc are consistent with those set out in the 2024 annual report.
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ISIN: JE00B55Q3P39, NO0010894330 Category Code: FR TIDM: GENL LEI Code: 549300IVCJDWC3LR8F94 Sequence No.: 421355 EQS News ID: 2293132 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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March 18, 2026 03:00 ET (07:00 GMT)
