Annual Results 2023

CADOGAN ENERGY SOLUTIONS PLC
ANNUAL FINANCIAL REPORT

2023
Contents
OVERVIEW
Summary of 2023 1
Group Overview 2
STRATEGIC REPORT 5
Chairman’s Statement 6
Chief Executive’s Review 7
Operations Review 11
Financial Review 12
Risks and Uncertainties 14
Summary of Reserves and Resources 18
Corporate Responsibility 19
CORPORATE GOVERNANCE
Board of Directors 23
Report of the Directors 24
Corporate Governance Statement 31
Board Committee Reports 37
Annual Report on Remuneration 2023 43
FINANCIAL STATEMENTS
Statement of Directors’ Responsibilities 64
Independent Auditor’s Report 66
Financial Statements of Cadogan Petroleum plc
Consolidated Income Statement 74
Consolidated Statement of Comprehensive Income 75
Consolidated Balance Sheet 76
Consolidated Cash Flow Statement 77
Consolidated Statement of Changes in Equity 78
Notes to the Consolidated Financial Statements 79
Company Balance Sheet 109
Company Cash Flow Statement 110
Company Statement of Changes in Equity 111
Notes to the Company Financial Statements 112
GLOSSARY 116
SHAREHOLDER INFORMATION 117
Summary of 2023
Key Financial Highlights of 2023:
 Profit for the year: $1.3 million (2022: loss of $1.6 million)
 Average realised price1: $59.32/boe (2022: $73.4/boe)
 Gross revenues2: $7.6 million (2022: $8.5 million)
 G&A3: $3.6 million (2022: $3.4 million)
 Profit per share: 0.5 cents (2022: loss of 0.6 cents)
 Cash at year end: $14.2 million (2022: $13.9 million)
Key Operational Highlights of 2023:

 Production: 119,057 bbl (2022: 117,793 bbl), a 1% increase year-on-year;
 No LTI/TRI4;
 ISO 14001 and 45001 certifications were re-validated by respective authority for one year;
 Extension of Blazhiv-3 and Blazhiv-Monastyrets-3 wells’ lease contracts for a 5-year period;
 Qualification of Exploenergy as gas operator in Italy by the Ministry of Environment and Energy
Transition; and
 Launch of the gas-to-power investment in Ukraine with the aim of being an electricity producer in
2025.
1 Average realised price is calculated as total revenue from oil sales for the period divided by total volume of sold oil for the period
2 Gross revenues of $7.6 million (2022: $8.5 million) included 0.4 (2022: $nil million) from trading of natural gas, $7.2 million (2022:
$8.5 million) from production
3 Administrative expenses (“G&A”)
4 LTI: Lost Time Incidents; TRI: Total Recordable Incidents
1
Group overview
In 2023, the Group continued to maintain exploration and production assets, and to operate an oil services
business in Ukraine. Cadogan’s assets are concentrated in the West of the country. The oil services business
focuses on workover operations, civil works services and other services to satisfy Cadogan intra-group
operational needs.
Our business model
We aim to increase value through:
 Maintaining a robust balance sheet, monetising the remaining value of our Ukrainian assets and
supplementing E&P cash flow with revenues from gas trading and oil services
 Developing new activities along the energy value chain with a lower impact on environment
 Diversifying Cadogan’s portfolio, both geographically and operationally
Ukraine
2023 remained a highly challenging year for Cadogan due to the ongoing invasion of Ukraine by Russia and
its consequences on the operational activities of the Group.
West Ukraine
The Group continued to produce oil from its production Blazhiv license located in the West of Ukraine. The
Group could not avoid temporary shutdowns of its production during in the Q1 2023 due to the severe
constraints arisen in the country. Notwithstanding this, production grew up by 1% above the production of
2022. Net oil production was 119,057 bbl corresponding to an average of 326 bpd.
Cadogan has signed with PJSC Ukrnafta the extension of the wells Blazhiv-3 and Blazhiv-Monastyrets-3 lease
contracts for a 5-year period (previous contracts were for a 3-year period) ahead the expiry period which
allowed to avoid production stoppage and secure cash flows.
In 2023, the Company continued focusing on the subsoil study of Blazhiv field. Cadogan conducted and
completed full hydrodynamic surveys of Blazhiv-1, Blazhiv-3, Blazhiv-Monastyrets-3 and Blazhiv-10 wells. The
hydrodynamic model as well as the production forecast were updated. In the second half 2023, the Company
launched a new assessment of hydrocarbon reserves, by an independent expert, according to PRMS
standards. The assessment was completed at the end of February 2024.
Cadogan is expanding into the electricity generation business by using the gas emissions related to oil
production. This will allow to significantly reduce atmospheric emissions and ensure additional cash-flow.
The Company launched the project to capture non-commercial associated gas during oil production at the
Blazhiv field, which will then be used to generate electricity for sale on the grid. This project is anticipated to
result in a substantial decrease in Cadogan's annual gas emissions, with the intensity ratio estimated to drop
from 126 to approximately 33 tons of CO2 e/Kboe. The project is scheduled to be operational in Q1 2025.
The Company completed the acquisition of the 5% of the share interest in Usenco Nadra LLC and now holds
100% of Usenco Nadra LLC.
2
Group overview
Subsidiary businesses
Due to high market volatility caused by military escalation in Ukraine, Cadogan has kept its trading activity low.
Despite this, the Company managed to execute few deals, and kept in storage 0.7 million m3 of gas to secure
resources.
Astroservice LLC, the oil services subsidiary, continued to support Blazhiv license wells’ operations.
Italy
The Group owns a 90% interest in Exploenergy s.r.l., an Italian company, which controls two exploration areas
(Reno Centese and Corzano), located in the Po Valley region (Northern Italy).
In February 2022, the Plan for the Sustainable Energy Transition of Suitable Areas (“PITESAI”) was approved
by the Ministry for Environment and Energy Transition. It delivers a new framework for the possible
resumption of exploration and production activities on land and at sea. Exploenergy was notified in 2022 that
its projects were located in compatible areas identified by the PITESAI. In November 2023, Exploenergy was
notified by the Ministry for Environment and Energy Transition, that the procedure for verification of the
technical, organizational and economic capacity of Exploenergy as a qualified gas operator resulted in a
successful decision. In February 2024, the Regional Administrative Court rejected the PITESAI. Exploenergy is
awaiting the decision of the Ministry for Environment and Energy Transition to indicate the way forward. The
Italian national interest in the development of gas fields remains confirmed.
3
Group overview
In February 2019, the Group entered in a 2-year loan agreement with Proger Management & Partners Srl
(“PMP”) with an option which Cadogan could exercise, with no obligation, to get a 33% equity interest in
Proger Ingegneria Srl which in turn held at 31 December 2020 a 75.95% equity interest in Proger Spa. Proger
is an Italian engineering company providing services in Italy and in different international areas.
Cadogan did not exercise the Call Option. In February 2021, Cadogan notified PMP that according to the Loan
Agreement, the Maturity Date occurred on 25 February 2021, and as the Call Option was not exercised, PMP
must fulfill the payment of EUR 14,857,350, being the reimbursement of the Loan in terms of principal and
the accumulated interest at this Maturity Date. PMP is in default since 25 February 2021. End of March 2021,
PMP requested an arbitration to have the Loan Agreement recognized as an equity investment contract,
which is rejected by Cadogan as the terms of the Loan Agreement are clear and include the right to
repayment at maturity if the Call Option is not exercised.
The Arbitration proceeding ended in July 2022.
The Arbitral Committee:
- Rejected Proger’s principal claim, and declared that the Loan Agreement is valid and effective,
- Deemed to qualify the Call Option as a preliminary contract under condition, but
- Rejected Proger’s claim ex art. 2932 Italian Civil Code, stating that it is impossible to give an award
producing the same effects of a final contract ex art. 2932 Italian Civil Code,
- This is because of the duties established by the rules of the London Regulatory Authority and
because of the need, possibly by both parties, to comply with the due proceedings before the
formalization of the entry of Cadogan into the capital of Proger Ingegneria,
- Subordinated the stipulation of the final contract to the precedent completion of the proceeding
and bureaucratic process as per the British rules, stating that, otherwise,
- There is the obligation on Proger Ingegneria to return the money received under the Loan
Agreement.
Cadogan introduced an appeal, still pending with a next hearing on September 2025, on the qualification of
the Call Option as a preliminary contract. Meanwhile, having taken note of the content of the Award of July
2022, Cadogan repeatedly invited Proger to implement the provisions of the Award. When the invitation
remained unsuccessful, Cadogan with a formal notice contested Proger’s refusal, arguing that it was in direct
contrast with the clear and unequivocal provision of the Award, which expressly subordinates the possible
transfer of shareholdings to the prior fulfilment of the formalities required by English law and procedures
related to Cadogan as a listed company on the London Stock Exchange; and also opposing Proger for having
behaved and continuing to behave in a manner that has made it definitely impossible to the occurrence of
the condition precedent referred to in the above-mentioned Award.
According to the provisions of the aforementioned Award, the right to reimbursement of the amount covered
by the Loan Agreement has arisen in favour of Cadogan, plus interest accrued, and of which Cadogan then
demanded immediate payment.
Last November 2023, Cadogan had to initiate a second arbitration to assert its right to restitution and obtain
Proger’s condemnation of the consequent payment.
4
Strategic Report
Strategic Report
The Strategic Report has been prepared in accordance with Section 414A of the Companies Act 2006 (the
“Act”) and presented hereunder. Its purpose is to inform stakeholders and help them assess how the
Directors have performed their legal duty under Section 172 of the Act to promote the success of the
Company.
Section 172 Statement
The Company’s section 172 statement is presented on page 36 and 37 and forms part of this strategic report.
Principal activity and status of the Company
The Company is registered as a public limited company (registration number 05718406) in England and
Wales. Its principal activity is oil and gas exploration, development and production; the Company also
conducts gas trading and provides services. In November 2022, the shareholders approved the change of
name and the strategy to expand its activities along the energy value chain to new forms of energy with a
reduced impact on the environment. In December 2023, the Company stepped in the electricity generation
sector by launching the investment in the gas-to-power project on the Blazhiv field in Ukraine.
The Company’s shares have a standard listing on the Official List of the UK Listing Authority and are traded
on the Main Market of the London Stock Exchange.
Key performance indicators
The Group monitors its performance through five key performance indicators (“KPIs”):
- to increase oil, gas and condensate production measured on the number of barrels of oil
equivalent produced per day (“boepd”);
- to decrease administrative expenses;
- to increase the Group’s basic earnings per share;
- to maintain no lost time incidents; and
- to grow geographically and operationally diversify the portfolio.
The Group’s performance in 2023 against these KPI’s is set out in the table below, together with the prior
year performance data.
Unit 2023 2022 2023 vs 2022
Average production (working interest basis) 1 boepd 326 323 +1%

Overhead (G&A) $ million (3.6) (3.4) +6%
Basic profit/(loss) per share 2 cents 0.5 (0.6) +183%
3
Lost time incidents incidents - - -
Geographic diversification new assets - - -
1. Average production is calculated as the average daily production during the year
2. Basic profit/(loss) per ordinary share is calculated by dividing the net profit/(loss) for the year attributable to equity holders of
the parent company by the weighted average number of ordinary shares during the year
3. Lost time incidents relate to the number of injuries where an employee/contractor is injured and has time off work (IOGP
classification)
5
Chairman’s statement
Chairman’s Statement
2023 was another year of unprecedented challenges for Ukraine, as the invasion of Ukraine by Russia
continued to cause damages in the country and impact the European stability. The continuous escalation of
hostilities and the geopolitical uncertainties still presented significant obstacles for our operations and were
threats to the assets of the Group in Ukraine.
Despite these challenges, Cadogan remained steadfast in its commitment to operational excellence, safety,
and sustainability. We continued implementing rigorous risk management to safeguard our operations and
ensure the well-being of our workforce. The safety of our people is our highest priority. The Group is taking
all possible actions to preserve the safety of its employees and meet their needs.
As for existing operations in Ukraine, Cadogan has demonstrated robust performance in oil production
maintaining steady output levels exceeding 2022 results. Moreover, the Group has launched an investment
in the power generation, showcasing its resilience and commitment to growth and diversification despite
stormy weathers adversity in the country.
In 2023, despite the volatility in the oil and gas markets, Cadogan has adapted its strategies to manage these
uncertainties. By implementing agile measures, the Group has effectively mitigated the impact of market
volatilities, ensuring continuity of its oil production and sales which allowed to minimize the temporary
shutdowns of its production activities.
Looking ahead, we recognise that the geopolitical uncertainties and security risks will continue to be high
challenges. However, we remain committed to advance through these challenges with resilience, integrity,
and determination. This is possible thanks to the commitment of all with a competent and strong
management. The Board remains focused on maximizing value from our assets and on our strategy based on
the future diversification of our activities towards sectors providing lower impacts on environment along the
energy value chain.
Michel Meeùs
Non-Independent Non-Executive Chairman
07 May 2024
6
Chief Executive’s Review
With the ongoing war resulting from the Russian invasion of Ukraine in 2022, the Group was compelled
to adapt to a drastically altered operating and economic environment. We swiftly implemented measures
to mitigate risks, ensuring the safety of personnel and assets while facing the operational, economic, and
financial challenges posed. Following these events, in 2023, Cadogan had to operate in a highly complex
environment characterised by air shelling of oil & gas and energy infrastructures, oil & gas prices
volatilities, martial law restrictions on the financial transactions as well as other associated risks.
The ongoing war and the unpredictable air strikes continue to impact the sector of oil and gas in Ukraine,
with uncertainties surrounding production, distribution, and market dynamics. The bombing naturally
affected the oil and gas production in the country. Oil refineries as well as energy infrastructure suffer
constant air attacks and remain severely damaged.
Cadogan employees in Ukraine have been operating in a combined remote and office work mode,
prioritising both safety and productivity. We are pleased to report that all our employees remain safe and
uninjured since the beginning of the invasion in February 2022.
The imposition of legislative restrictions on oil and gas exports due to war time has significantly impacted
the operations of the industry. This restriction has created challenges for companies operating in the
country, limiting their ability to access international markets.
The government pursued the efforts for the modernization of its oil and gas regulatory framework, in
particular, by enforcing law #4187 which deregulates the subsoil sector, introduces a free market of
licenses and simplifies access to the land.
Against this challenging background, Cadogan’s operational activities performed as following:
 a 1% increase in production, from 117,793 bbl in 2022 to 119,057 bbl in 2023;
 a robust balance sheet, with $14.2 million of net cash;
 a significant diversification in electricity generation business by developing a new project in
Ukraine;
 the extension of Blazhiv-3 and Blazhiv-Monastyrets-3 wells’ lease contracts for a 5-year period;
and
 another year without LTIs’.
Core operations
Cadogan has continued to safely produce from its Blazhiv field in the West of Ukraine. Oil production has
increased by 1% compared to the previous year despite the temporary production shutdowns caused by
severe constraints in the country. This was largely due to our focus on operational efficiency and effective
planning and timely implementation of production support measures.
In 2023 Cadogan extended lease contracts with PJSC Ukrnafta for the Blazhiv-3 and Blazhiv-Monastyrets-
3 wells, prolonging the agreement from 3 to 5 years ahead of the expiry period. This important move
ensured uninterrupted production and allowed securing cash flows. By proactively extending these
contracts, the company demonstrates its commitment to stability and long-term sustainability in
operations.
In 2023, the company maintained its focus on studying the subsoil of the Blazhiv field. Full hydrodynamic
surveys of Blazhiv-1, Blazhiv-3, Blazhiv-Monastyrets-3, and Blazhiv-10 wells were conducted and
completed, leading to updates of the hydrodynamic model and production indicators. Additionally, in the
7
latter half of 2023, the company initiated a new reserves assessment conducted by an independent
expert, in accordance with PRMS standards. This assessment was successfully completed in February
2024, enhancing the Company's understanding of hydrocarbon reserves and informing strategic decision-
making.
Cadogan is expanding its operations into electricity generation activities. The Company has initiated a
project focused on capturing non-commercial associated gas during oil production at the Blazhiv field and
converting it into electricity for sale on the grid. Expected to be operational in Q1 2025, this project is
anticipated to significantly decrease Cadogan's annual gas emissions, with the intensity ratio projected to
drop from 126 to approximately 33 tons of CO2 e/Kboe. This project holds significant importance for
Ukraine, particularly due to country’s shortage of balancing electricity generating facilities caused by the
destruction of infrastructure during the war. Cadogan's initiative to convert non-commercial associated
gas into electricity will make its contribution to mitigate the gap in generating capacity.
High operational standards of the Group have been confirmed again by zero LTI or TRI, with a total over
1,720,000 manhours since the last incident, and re-validation off ISO 14001 & 45001 certifications by
respective authority for the one year.
Exploenergy srl was notified, in November 2023, by the Ministry for Environment and Energy Transition,
that the procedure for verification of the technical, organisational, and economic capacity of Exploenergy
as a qualified gas operator resulted in a successful decision. This is a significant move for Cadogan. It will
allow a geographical diversification of its assets and a significant value creation. In February 2024, the
Regional Administrative Court rejected the PITESAI. Exploenergy is awaiting the decision of the Ministry
for Environment and Energy Transition to indicate the way forward. The Italian national interest in the
development of gas fields remains confirmed.
Non E&P operations

Due to the high market volatility resulting from military escalation in Ukraine, Cadogan has maintained its
trading activity at a low level. The Company has cautiously executed few deals in the market while
strategically positioning itself for future trading seasons. In preparation for the upcoming 2024 trading
season, Cadogan purchased 0.7 million m3 of gas at the end of 2023, The oil services activities were used
primarily to serve the Group’s wells’ operations.
Proger
In February 2019, Cadogan used part of its cash (Euros 13.385 million) to enter into a 2-year Loan
Agreement with Proger Managers & Partners, together with a Call Option Agreement which could be
exercised by Cadogan, with no obligation, between September 2019 and February 2021, and subject to
shareholders’ approval, into a 33 % equity interest in Proger Ingegneria which in turn held, a 75.95% equity
interest in Proger as at 31 December 2020, and a 96.48% equity interest in Proger as of 31 December
2021.
As at 25 February 2021, being the Maturity Date, the Call Option was not exercised by Cadogan and
accordingly to its previous notification Cadogan demanded repayment of the Loan together with the
accumulated interest which in total amounted Euro 14,857,350. After five business days, PMP was in default
and asked for an additional term that ended on 19 March 2021. The terms of the Loan Agreement provide
for an additional default interest of 2%. End of March 2021, PMP contested the default situation and the
8
obligation to reimburse and asked for an Arbitration according to the said Loan Agreement to get the Loan
Agreement recognised as an equity investment contract. Cadogan consider PMP’s arguments as groundless
and consider that they are intended to delay PMP reimbursement obligations. The Arbitration proceeding
ended in July 2022.
The Arbitral Committee:
- Rejected Proger’s principal claim, and declared that the Loan Agreement is valid and effective,
- Deemed to qualify the Call Option as a preliminary contract under condition, but
- Rejected Proger’s claim ex art. 2932 Italian Civil Code, stating that it is impossible to give an
award producing the same effects of a final contract ex art. 2932 Italian Civil Code,
- This because of the duties established by the rules of the London Regulatory Authority and
because of the need, possibly by both parties, to comply with the due proceedings before the
formalization of the entry of Cadogan into the capital of Proger Ingegneria,
- Subordinated the stipulation of the final contract to the precedent completion of the proceeding
and bureaucratic process as per the British rules, stating that, otherwise,
- There is the obligation on Proger Ingegneria to return the money received under the Loan
Agreement.
Cadogan introduced an appeal, still pending with a next hearing on September 2025, on the qualification
of the Call Option as a preliminary contract.
Meanwhile, having taken note of the content of the Award of July 2022, Cadogan repeatedly invited
Proger to implement the provisions of the Award. When the invitation remained unsuccessful, Cadogan
with a formal notice contested Proger’s refusal. This refusal was in direct contrast with the clear and
unequivocal provision of the Award, which expressly subordinates the possible transfer of shareholdings
to the prior fulfilment of the formalities required by English law and procedures related to Cadogan as a
listed company on the London Stock Exchange. Furthermore, Proger behaved and continue to behave in
a manner that has made it definitely impossible to the occurrence of the condition precedent referred to
in the above-mentioned Award.
According to the provisions of the aforementioned Award, the right to reimbursement of the amount
covered by the Loan Agreement has arisen in favour of Cadogan, plus interest accrued, and of which
Cadogan then demanded immediate payment.
Last November 2023, Cadogan had to initiate a second arbitration, with a first audience fixed for the 3rd
May 2024, to assert its right to restitution and obtain Proger’s condemnation of the consequent payment.
9
Outlook
Despite the continuous difficulties and tremendous challenges imposed by the war in Ukraine, the Group
has demonstrated its ability to have profitable activities, develop sustainable new activities and diversify
in more environmentally friendly activities.
Regarding the Loan provided to Proger in February 2019, Cadogan will continue to engage all necessary
legal actions to protect its interests and recover the cumulated amount due by Proger.
The Group is expecting another challenging year and is seeking to mitigate these constraints through
several options and solutions. The diversification along the energy value chain will be pursued and
accelerated in 2024 with new sustainable initiatives.
This strategy is totally aligned with the Climate Change requirements for sustainability of Cadogan’s
activities.
Fady Khallouf
Chief Executive Officer
07 May 2024
10
Operations Review
Overview
At 31 December 2023, the Group held working interests in one conventional gas, condensate and oil
exploration and production license in the west of Ukraine.
Summary of the Group’s licenses (as at 31 December 2023)

Working
License Expiry License type
interest (%)
100 Blazhiv November 2039 Exploration and
Production
West Ukraine
E&P activity remained focused on maintaining its license and safely and efficiently producing from the existing
wells as well as implementing non-invasive production enhancement scenarios within the Blazhiv oil field.
Blazhivska license
In 2023, the daily average net oil production reached 326 barrels per day, indicating a 1% increase compared
to 2022's production of 323 barrels per day. Due to the ongoing war and its impacts on the energy
infrastructures and market the company could not avoid temporary production shutdowns.
In 2023, the Company maintained its focus on the subsoil study of the Blazhiv field, building upon the laid in
2022 with the processing and reinterpretation of old 2D seismic data. In 2023, Cadogan completed
comprehensive hydrodynamic surveys of Blazhiv-1, Blazhiv-3, Blazhiv-Monastyrets-3, and Blazhiv-10, leading to
updates of the hydrodynamic model and production indicators. Furthermore, the Company initiated a new
assessment of hydrocarbon reserves conducted by an independent expert, as per to PRMS standards. This
assessment was calculated as at 31 December 2023.
Cadogan has signed agreements with PJSC Ukrnafta to extend the lease for wells Blazhiv-3 and Blazhiv-
Monastyrets-3, extending the duration from three to five years. These extensions were secured before the
contracts expired, ensuring uninterrupted production and steady cash flows for the company. Additionally, the
extended lease period, five years instead of three previously, will facilitate more secure planning and
assessment for potential interventions on the wells.
Gas trading
Due to the significant market volatility resulting from the ongoing in Ukraine, Cadogan has maintained its
trading activity at a low level. Despite this cautious approach, Cadogan executed few deals and secured 0.7
million m3, as resource reserve for future trading activities.
Service
The Group continued to provide services through its wholly owned subsidiary Astroservice LLC. The provided
services were primarily focused on serving intra-group operational needs in wells’ re-entry/repairs and
stimulation operations, well surveys and field on-site activities. In the context of the prevailing situation in
Ukraine, the services segment was dedicated totally to supporting the Group’s production activities.
Other events
The Company completed the acquisition of the 5% of the share interest in Usenco Nadra LLC and now holds
100% of Usenco Nadra LLC. Such consolidation has allowed to re-engineer the corporate structure in Ukraine
and become more efficient.
11
Financial review
Overview
In 2023, the Group had few trading operations and its oil production increased by 1%. The Group’s operating
divisions delivered a positive contribution of $2.2 million (2022: positive contribution of $2.9 million
excluding the impairment of oil and gas assets).
The average realised oil price decreased by 19% from $73.4 to $59.3 per barrel.
The cash position increased to $14.2 million as at 31 December 2023 compared to $13.9 million as at 31
December 2022.
The trading business company bought and sold gas throughout the year, resulting in a negative $61,000
outcome for the year. However, at the end of the year, the company had a gas surplus worth $213,000 in
monetary equivalent.
Income statement
The Revenues from production decreased from $8.5 million in 2022 to $7.6 million in 2023. This result is
integrating mainly a decrease in oil average realised prices by 19%, and E&P costs of sales almost at the same
level: $5.39 million in 2023 and $5.55 million in 2022. These costs include production royalties and taxes, fees
paid for the rented wells, depreciations, depletion of producing wells, direct staff costs and other costs for
exploration and development. Overall, in 2023, E&P made a positive contribution of $2.2 million (2022: $2.9
million) to gross profit.
The gas trading business contributed with a slightly gross margin of $3,000 in 2023 (2022: $nil).
Administrative expenses (“G&A”) remained contained with an increase of 6% compared to year 2022, note 8.
Balance sheet
The Property Plant & Equipment (PP&E) balance was $5.8 million at 31 December 2023 (2022: $6.6 million). It
primarily represents the carrying value of the assets invested and engaged in Blazhiv license. The E&E and PP&E
are held by Ukrainian subsidiaries with functional currency Ukrainian Hryvna. The Ukrainian Hryvna was
devaluated by 3% as at 31 December 2023 compared to 31 December 2022, generating a movement in the E&E
and PP&E value presented in the US Dollar.
Trade and other receivables of $0.3 million (2022: $0.3 million) include $0.2 million of recoverable VAT (2022:
$0.1 million), which is expected to be recovered through production activities, and $0.1 million (2022: $0.2
million) of other receivables.
Inventories slightly increased from $0.3 million to $0.4million principally due to the increase of gas in the
stock.
The Proger loan was held at amortised cost at $17.1 million (2022: $15.8 million). Refer to the Chief
Executive’s Report for further details together with note 4(d) and 28.
The $1.4 million of trade and other payables as at 31 December 2023 (2022: $1.4 million) consist of $0.8
million (2022: $0.6 million) of accrued expenses and $0.6 million (2022: $0.8 million) of other payables.
Provisions include $0.2 million (2022: $0.4 million) of long-term and current provisions for decommissioning
costs which represents the present value of these costs that are expected to be incurred in 2039 for
producing assets, when the existing Blazhiv license will expire, and current provision for the decommissioning
costs of the Bitlyanska license.
Net cash slightly increased to $14.2 million at 31 December 2023 compared to $13.9 million at 31 December
2022.
12
Financial review (continued)
Cash flow statement
The Consolidated Cash Flow Statement on page 78 shows operating cash outflow before movements in
working capital of $0.6 million (2022: inflow of $0.2 million), which represents mostly cash generated by the
E&P net of corporate expenses.
Related party transactions

Related party transactions are set out in note 30 to the Consolidated Financial Statements.
Treasury
The Group continually monitors its exposure to currency risk. It maintains a portfolio of cash mainly in US
dollars (“USD”) and Euro held primarily in the UK. Production revenues from the sale of hydrocarbons are
received in Hryvna, the local currency in Ukraine. Since the martial law established in February 2022 in
Ukraine, the cash generated in Ukraine must be kept in Hryvna in Ukraine.
13
Risks and uncertainties
Risks and uncertainties
There are several potential risks and uncertainties that could have a material impact on the Group’s long-
term performance and could cause the results to differ materially from expected and historical results.
Executive management review the potential risks and then classify them as having a high impact if above $5
million, medium impact if above $1 million but below $5 million, and low impact if below $1 million. They
also assess the likelihood of these risks occurring. Risk mitigation factors are reviewed and documented
based on the level and likelihood of occurrence. The Audit Committee reviews the risk register and monitors
the implementation of risk mitigation procedures via Executive management, who are carrying out a robust
assessment of the principal risks facing the Group, including those potentially threatening its business model,
future performance, solvency and liquidity.
The Group has analysed the following categories as key risks:
Risk Mitigation
War risks
Since Spring 2021, Russia has gradually Anticipating the beginning of the war, the Group put in
increased the concentration of military place, since the beginning of February 2022, emergency
equipment, weapons and troops near the procedures communicated to all employees on the
Ukrainian borders. On 24 February 2022, the different sites in Ukraine with an Emergency Committee
Russian troops attacked Ukraine and invaded communicating every day. Safety measures have been
its territory. Severe fights have been engaged dispatched with a remote working organization. Specific
in Kyiv, and several other main cities like measures have been put in place for the operations on
Kharkiv, Mariupol, Kherson, Sumy and site. In case of need, specific measures were put in place
Chernihiv. to suspend the operations of the Blazhiv field wells, with
Missile attacks and bombing are used by the technical measures for decommissioning and temporary
Russian troops to destroy infrastructures and conservation of the wells. The transmission and internet
facilities even in the western cities, like Lviv. connection systems have been secured with a satellite
Cyber-attacks have increased. Given the connection. IT security has been reinforced. The Group is
unpredictability of the issue of this war, a full- monitoring the situation daily and taking appropriate
scale invasion of Ukraine or a much longer action to ensure the safety and the essential needs of its
duration of this war could have material employees. In 2023, Cadogan employees in Ukraine
impacts on the Group’s operations and on its continued operating in the combined (remote/ office)
human, industrial and financial resources. In work mode with the key focus on the safety measures.
2023, the situation remained highly
challenging and complicated with the
possibility for further escalation.
Operational risks
Health, Safety and Environment (“HSE”)
The oil and gas industry by its nature conducts The Group maintains a HSE management system in place
activities, which can cause health, safety and and demands that management, staff and contractors
environmental incidents. Serious incidents adhere to it. The system ensures that the Group meets
can have not only a financial impact but can Ukrainian legislative standards and for the CO2 emissions
also damage the Group’s reputation and the the British standards and achieves international
opportunity to undertake further projects. standards to the maximum extent possible.
Management systems and processes have been certified
as ISO 14001 and ISO 45001 compliant.
Climate change
After the Paris Agreement (COP 21) the A moratorium on domestic production is deemed highly
international community is committed to unlikely in Ukraine given the country’s need for
reduce greenhouse gas emissions to slow affordable energy. Such risks exist in Italy, but the Group’s
down the climate change and contain its exposure there is limited.
effects. Countries may impose moratorium
14
Risks and uncertainties (continued)
on E&P activities or enact tight limits to Management strives to reduce emissions in everything
emissions level, which may curtail the Group does and has started implementing
production. Shareholders may also request alternatives to offset and/or mitigate emissions. In 2023,
that the Company adopt stringent targets in the Group has reviewed its administrative and
terms of emissions reduction. operational process to identify the areas of further
improvement in the limitation of its environmental
impact. The Group has launched its gas-to-power project
on its Blazhiv oil field in Ukraine. The aim of this project is
to capture the gas emissions during oil production and
use them to generate electricity to be sold on the grid.
This project will allow to decrease significantly Cadogan’s
annual emissions with the intensity ratio emission to drop
from 126 to 32 tons of CO2 e/Kboe. The project will be
operational in Q1 2025.
For the future, Cadogan will continue to diversify its
activities by investing in new activities with a lower
impact on environment.
Drilling and Work-Over operations
The technical difficulty of drilling or re- The incorporation of detailed sub-surface analysis into a
entering wells in the Group’s locations and robustly engineered well design and work programme,
equipment limitations can result in the with appropriate procurement procedures and
unsuccessful completion of the well. competent on-site management, aims to minimise risk.
Only certified personnel are hired to operate on the rig
floor. Contractor’s access to the operational sites is
allowed only after control of staff qualification and check-
up of appropriate technical condition of the equipment
and machinery
Production and maintenance
There is a risk that production or All plants are operated and maintained at standards
transportation facilities could fail due to non- above the Ukrainian minimum legal requirements.
adequate maintenance, control or poor Operative staff are experienced and receive
performance of the Group’s suppliers. supplemental training to ensure that facilities are
properly operated and maintained. When not in use the
facilities are properly kept under conservation and
routinely monitored.
Service providers are rigorously reviewed at the tender
stage and are monitored during the contract period.
Sub-surface risks
The success of the business relies on accurate All externally provided and historic data is rigorously
and detailed analysis of the sub-surface. This examined and discarded when appropriate. New data
can be impacted by poor quality data, either acquisition is considered, and appropriate programmes
historic or recently gathered, and limited implemented, but historic data can be reviewed and
coverage. Certain information provided by reprocessed to improve the overall knowledge base.
external sources may not be accurate. Agreements with qualified local and international
contractors have been entered into to supplement and
broaden the pool of expertise available to the Company.
Data can be misinterpreted leading to the All analytical outcomes are challenged internally and peer
construction of inaccurate models and reviewed. Analysis is performed using modern geological
subsequent plans. software.
15
The area available for drilling operations is Bottom hole locations are always checked for their
limited due to logistics, infrastructures and operational feasibility, well trajectory, rig type, and
moratorium. This increases the risk for setting verified on updated sub-surface models. They are
optimum well coordinates. rejected if deemed to be too risky.
The Group may not be successful in proving The Group performs, on an annual basis, a review of its
commercial production from its licenses and oil and gas assets, impairs if necessary, and considers
consequently the carrying values of the whether to commission a review from a third party or a
Group’s oil and gas assets may have to be Competent Person’s Report (“CPR”) from an independent
impaired. qualified contractor depending on the circumstances.
Financial risks
The Group is at risk from changes in the Revenues in Ukraine are received in hryvnia and
economic environment both in Ukraine and expenditure is made in Hryvnia.
globally, which can cause foreign exchange
movements, changes in the rate of inflation The Group continues to hold most of its cash reserves in
and interest rates and lead to credit risk in the UK mostly in USD and Euro. Cash reserves are placed
relation to the Group’s key counterparties. with leading financial institutions, which are approved by
the Audit Committee. Before the war in Ukraine, foreign
The martial law in Ukraine forbids the transfer exchange risk was considered a normal and acceptable
of cash outside of Ukraine. The cash held in business exposure, and the Group did not hedge against
Ukraine must be held in the local currency this risk for its E&P operations. The Group is currently
(Hryvna). analysing different options.
The decrease of the value of the Hryvna is a

major risk on the cash held by the Group in
Ukraine. Since the martial law in Ukraine,
there is an obligation to keep the cash held by
Cadogan in Ukraine in Hryvna with period
restrictions for transfers out of the Country.
The terms of the agreement are clear and include the

In February 2019, Cadogan entered into a 2- right to repayment at maturity if the Call Option is not
year Loan Agreement (Euros 13.385 million) exercised. As security for the reimbursement of the loan,
with Proger Management & Partners with a Cadogan benefits from a pledge over the shares held by
Call Option that could be exercised by Proger Managers & Partners in Proger Ingegneria. In
Cadogan, between September 2019 and addition to that, Cadogan is engaging all the necessary
February 2021, with no obligation, allowing a actions in the Arbitration process and more generally the
33 % equity interest in Proger Ingegneria. This adequate legal actions to protect the interests of the
represented a key transaction and element of Company and all of its stakeholders. The investigation is
the Group balance sheet. At 25 February 2021, closed. On 28 July 2022, the Arbitration Committee
being the Maturity Date, Cadogan did not delivered an award rejecting Proger’s request,
exercise its Call Option and PMP must established that the Loan Agreement was valid and
reimburse Euros 14,857,350. End of March effective, and indicated the conditions precedent for the
2021, PMP did not reimburse and asked for an completion of any transaction with Proger Ingegneria. In
arbitration to get the Loan Agreement case of non-completion, Proger must reimburse Cadogan
recognized as an equity investment contract. according to the Loan Agreement.
Refer to note 28 to the Consolidated Financial Statements

for detail on financial risks.
16
The Group is at risk that counterparties will Procedures are in place to scrutinize new counterparties
default on their contractual obligations via a Know Your Customer (“KYC”) process, which covers
resulting in a financial loss to the Group. their solvency. In addition, when trading gas, the Group
seeks to reduce the risk of customer non-performance by
limiting the title transfer to product until the payment is
received, prepaying only to known credible suppliers.
The Group is at risk that fluctuations in gas The Group mostly enters back-to-back transactions
prices will have a negative result for the where the price is known at the time of committing to
trading operations resulting in a financial loss purchase and sell the product. Sometimes the Group
to the Group. takes exposure to open inventory positions when justified
by the market conditions in Ukraine, which is supported
by analysis of the specific transactions, market trends and
models of the gas prices and foreign exchange rate
trends.
Country risks
Legislative changes may bring unexpected risk Compliance procedures, monitoring and appropriate
and create delays in securing licenses or dialogue with the relevant authorities are maintained to
ultimately prevent licenses and license minimise the risk. In all cases, deployment of capital in
renewals /conversions from being secured. Ukraine is limited and investments are kept at the level
required to fulfil license obligations.
Other risks
The Group's success depends upon skilled The Group periodically reviews the compensation and
management as well as technical and contract terms of its staff in order to remain a competitive
administrative staff. The loss of service of employer in the markets where it operates.
critical members from the Group's team could
have an adverse effect on the business.
The Group is at risk of underestimating the risk The Group applies rigorous screening criteria in order to
and complexity associated with the entry into evaluate potential investment opportunities. It also seeks
new countries. input from independent and qualified experts when
deemed necessary. Additionally, the required rate of
return is adjusted to the perceived level of risk.
Local communities and stakeholders may The Group maintains a transparent and open dialogue
cause delays to the project execution and with authorities and stakeholders (i) to identify their
postpone activities. needs and propose solutions which address them as well
as (ii) to illustrate the activities which it intends to
conduct and the measures to mitigate their impact. Local
needs and protection of the environment are always
taken into consideration when designing mitigation
measures, which may go beyond the legislative minimum
requirement.
The Group devotes the highest level of attention and
engage qualified consultants to prepare the
Environmental Impact Assessment studies and to attend
public hearings, both introduced in Ukraine in 2019.
17
Statement of Reserves and Resources
In 2023, the company conducted routine rig-less production support activities at the Blazhiv-1, Blazhiv-3 and
Blazhiv-Monastyrets-3 and Blazhiv-10 wells to maintain sustainable production using sucker rod pumping
systems.
Summary of Reserves1
at 31 December 2023
Mmboe
Proved, Probable and Possible Reserves at 1 January 2023 3.94
Production 0.12
Revisions 0.77
Proved, Probable and Possible Reserves at 31 December 2023 3.051
1 The new study was completed end of February 2024 by Brend Vik LTD LLC. The last independent valuation of the Company’s oil and gas reserves
was carried out by Brend-Vik LTD LLC as at 31 December 2023.
In addition to the tabled reserves, Cadogan has 0.64 million boe of 2C contingent resources associated with
the Blazhiv license.
18
Corporate Responsibility
Under Section 414C of the Companies Act 2006 (the “Act”), the Board is required to disclose information
about environmental matters, employees, human rights and community issues, including information about
any policies it has in relation to these matters and the effectiveness of these policies.
Being sustainable in our activities means conducting our business with respect for the environment and for
the communities hosting us, with the aim of increasing the benefit and value to our stakeholders. We
recognize that this is a key element to be competitive and to maintain our license to operate.
The Board recognises that the protection of the health and safety of its employees, the communities, and
the environment in which it operates is not just an obligation but is part of the personal ethics and beliefs of
management and staff. These are the key drivers for a sustainable development of the Company’s activity.
Cadogan Petroleum, its management and employees are committed to continuously improve Health, Safety
and Environment (HSE) performance; follow our Code of Ethics and apply, in conducting our operations,
internationally recognized best practices and standards.
Our activities are carried out in accordance with a policy manual, endorsed by the Board, which has been
disseminated to all staff. The manual includes a Working with Integrity policy and policies on business
conduct and ethics, anti-bribery, the acceptance of gifts and hospitality and whistleblowing. Such policies are
subject to regular review.
In August 2018, Cadogan Ukraine LLC obtained ISO 14001 and ISO 45001 certifications for the following
scope: “Supervision, coordination, management support, control in the field of oil and gas onshore
exploration and production.” This provides formal recognition of the process embedded in the Company and
demonstrates the commitment and efforts delivered by our employees and management. It is considered a
baseline to continue with the efforts to improve the way we conduct the business.
The Board believes that health and safety procedures, and training across the Group should be in line with
best practice in the oil and gas sector. Accordingly, it has set up a committee to review and agree on the
health and safety initiatives for the Company and to report back to the Board on the progress of these
initiatives. Management regularly reports to the Board on HSE and key safety and environmental issues,
which are discussed at the Executive Management level. The report of the Health, Safety and Environment
Committee can be found on page 40 to 41.
The General Director of Cadogan Ukraine is the acting Chairman of the HSE Committee and is supported in
his role by Cadogan Ukraine’s HSE Manager. In accordance with the ISO 14001 and ISO 45001, his role is to
ensure that the Group continuously develops suitable procedures, that operational management and their
teams incorporate them into daily operations and that the HSE management has the necessary level of
autonomy and authority to discharge their duties effectively and efficiently.
Health, safety and environment
2023 remained extremely challenging due to the Russian invasion of Ukraine and the resulting subsequent
war. Cadogan applied measures to mitigate the risk personnel injuries and loss of well control. Kiev office
personnel have been working in the combined office-remote work regime with precise execution of air alert
safety requirements, on-field staff as well as all offices have been equipped with satellite means of
communication, established internal emergency committee that coordinated the work and liaising with
company management of the daily basis. One employee has been demobilized from army during 2023, two
remained serving.
Also, the HSE management daily monitors health status of the personnel in terms of covid-19.
The Group has implemented an integrated HSE management system in accordance with the ISO
requirements. The system aims to ensure that a safe and environmentally friendly/protection culture is
embedded in the organization with a focus on the local community involvement. The HSE management
system ensures that both Ukrainian and international standards are met, with the Ukrainian HSE legislation
requirements taken as an absolute minimum. All the Group’s local operating companies actively participate
19
Corporate Responsibility (continued)
in the process. ISO 14001 and ISO 45001 certification were re-validated by the respective authority in August
2023 for a new term.
A proactive approach based on a detailed induction process and near miss reporting has been in place
throughout 2023 to prevent incidents. Staff training on HSE matters and discussions on near miss reporting
are recognised as the key factors to continuously improve. In-house training is provided to help staff meet
international standards and follow best practice. The process enacted by the certification, enhances
attention to training on risk assessments, emergency response, incident prevention, reporting and
investigation, as well as emergency drills regularly run-on operations’ sites and offices. This process is
essential to ensure that international best practices and standards are maintained to comply with, or exceed,
those required by Ukrainian legislation, and to promote continuous improvement.
The Board monitors the main Key Performance Indicators (lost time incidents, mileage driven, training
received, CO2 emissions) as business parameters. The Board has benchmarked safety performance against
the HSE performance index measured and published annually by the International Association of Oil and Gas
Producers. In 2023, the Group recorded over 149,000 man-hours worked with no incidents and over
1,720,000 hours have been worked since the last injury in February 2016.
During 2023 the Group continued to monitor its greenhouse gas emissions and collect statistical data relating
to the consumption of electricity, industrial water and fuel consumption by cars, plants, and other work sites,
recording a continuous improvement in the efficient use of resources.
Employees
Wellness and professional development are part of the Company’s sustainable development policy and
wherever possible, local staff are recruited. The Group’s activity in Ukraine is entirely managed by local staff.
Qualified local contractors are engaged to supplement the required expertise when and to the extent it is
necessary.
Procedures are in place to ensure that recruitment is undertaken on an open, transparent, and fair basis with
no discrimination against applicants. Each operating company has its own Human Resources function to
ensure that the Group’s employment policies are properly implemented and followed. The Group’s Human
Resources policy covers key areas such as equal opportunities, wages, overtime and non-discrimination. As
required by Ukrainian legislation, Collective Agreements are in place with the Group’s Ukrainian subsidiary
companies, which outline agreed level of staff benefits and other safeguards for employees.
All staff are aware of the Group’s grievance procedures. All employees have access to health insurance
provided by the Group to ensure that all employees have access to adequate medical facilities.
Each employee’s training needs are assessed on an individual basis to ensure that their skills are adequate to
support the Group’s operations, and to help them to develop.
Diversity
The Board recognises the benefits and importance of diversity (gender, ethnic, age, sex, disability,
educational and professional backgrounds, etc.) and strives to apply diversity values across the business. We
endeavour to employ a skilled workforce that reflects the demographic of the jurisdictions in which we
operate. The board will review the existing policies and intends to develop a diversity policy.
The Board of Directors acknowledges the significance of diversity in decision-making and the overall success
of the company. As such, the company actively collects data on the various dimensions of diversity
mentioned, including but not limited to gender, ethnicity, age, and professional backgrounds. This data is
gathered through internal surveys, recruitment processes, and employee feedback mechanisms to ensure a
diverse and inclusive workplace.
20
Board diversity
The Board consisted of four male and one female director of three different nationalities and resident in four
different jurisdictions.
The Board recognises that gender is only one aspect of diversity, and there are many other attributes and
experiences that can improve the Board’s ability to act effectively. Our policy is to search for the highest
quality people with the most appropriate experience for the requirements of the business, be they men or
women.
Gender diversity
The Board of Directors of the Company comprised of five Directors as of 31 December 2023. The appointment
of any new Director is made based on merit. See pages 24 and 25 for more information on the composition
of the Board.
As at 31 December 2023, the Company comprised a total of 74 persons, as follows:
Male Female
Non-executive directors 3 1
Executive directors 1 -
Management, other than Executive directors 6 3
Other employees 43 17
Total 53 21
Human rights
Cadogan’s commitment to the fundamental principles of human rights is embedded in our HSE policies and
throughout our business processes. We promote the core principles of human rights pronounced in the UN
Universal Declaration of Human Rights and our support for these principles is embedded throughout our
Code of Conduct, our employment practices and our relationships with suppliers and partners wherever we
do business.
Community
The Group’s activities are carried out in rural areas of Ukraine and the Board is aware of its responsibilities
to the local communities in which it operates and from which some of the employees are recruited. In our
operational sites, management work with the local councils to ensure that the impact of operations is as low
as practicable by putting in place measures to mitigate their effect. Projects undertaken include improvement
of the road infrastructure in the area, which provides easier access to the operational sites while at the same
time minimizing inconvenience for the local population and allowing improved road communications in the
local communities, especially during winter season or harsh weather conditions. Specific community
activities are undertaken for the direct benefit of local communities. All activities are followed and supervised
by managers who are given specific responsibility for such tasks.
The Group’s companies in the Ukraine see themselves as part of the community and are involved and offer
practical help and support. All these activities are run in accordance with our “Working with Integrity” policy
and procedures. The recruitment of local staff generates additional income for areas that otherwise are
predominantly dependent on the agricultural sector.
The enactment in 2018 of a new legislation which introduces Environmental Impact Assessment studies and
public hearings as part of the license’s award/renewal processes was anticipated effectively by the Group.
The Group is complying with these requirements, building on the recognized competence of its people and
advisors as well as on the good communication and relations established with local communities.
21
Cadogan is committed to the territory and the communities where it operates and has fully financed social
programs commitment for 2023 as per signed Memorandum between the Company, Lviv Regional
Administration and local communities in 2019.
Approval
The Strategic Report was approved by the Board of Directors on 07 May 2024 and signed by order of the
Board by:
Ben Harber
Company Secretary
07 May 2024
22
Board of Directors
Directors
Fady Khallouf, 63, French
Fady Khallouf was appointed as Director and CEO on 15 November 2019. He has a 35-year experience in the
energy, the environment, the engineering, and the infrastructure sectors. He has previously held the position
of CEO and CFO of FUTUREN (Renewable Energy, listed on Euronext Paris) where he achieved the restructuring
and the turnaround of the group. Prior to that, he was the CEO of Tecnimont group (Petrochemicals and Oil &
Gas), the Vice-President Strategy and Development of EDISON group (Electricity and Gas, E&P), the Head of
M&A of EDF group (Energy). Fady Khallouf had beforehand held various management positions at ENGIE
(Energy), Suez (Environmental Services), and DUMEZ (Construction and Infrastructures).
Michel Meeùs, 71, Belgian

Non-Independent Non-Executive Interim Chairman
Michel Meeùs was appointed as a Non-executive Director on 23 June 2014. Mr. Meeùs was former Chairman
of the Board of Directors of Theolia, an independent international developer and operator of wind energy
projects. Since 2007, he has been a director within the Alcogroup SA Company (which gathers the ethanol
production units of the Group), as well as within some of its subsidiaries. Before joining Alcogroup, Mr Meeùs
carved out a career in the financial sector, at Chase Manhattan Bank in Brussels and London, then at Security
Pacific Bank in London, then finally at Electra Kingsway Private Equity in London.
Mr Meeùs is currently Chairman of the Remuneration and Nomination Committees.
Lilia Jolibois, 59, American

Independent Non-Executive Director
Lilia Jolibois was appointed as Director on 15 November 2019. She is currently a member of three Boards:
Cadogan Energy Solutions Plc, INSEAD Foundation, and Tremau SA. She is also a Venture and CEO Advisor at
Loyal Venture Capital, a global VC fund. Her career spans Merrill Lynch Investment Banking, Sara Lee, and
Lafarge in the USA and Europe. At Lafarge Group, Ms. Jolibois served in numerous positions in finance, strategy,
business development, CEO and Chair of the Board for Lafarge Cement and Gypsum in Ukraine, and SVP and
Chief Marketing-Sales-Supply Chain Officer for Lafarge Aggregates, Asphalt & Paving.
Lilia is currently Chairman of the Company’s Audit Committee and a member of the Remuneration and
Nomination Committees.
Gilbert Lehmann, 78, French

Senior Independent Non-Executive Director
Gilbert Lehmann was appointed to the Board on 18 November 2011. He was an adviser to the Executive
Board of Areva, the French nuclear energy business, having previously been its Deputy Chief Executive Officer
responsible for finance. He is also a former Chief Financial Officer and deputy CEO of Framatone, the
predecessor to Areva, and was CFO of Sogee, part of the Rothschild Group. Mr Lehmann was also Deputy
Chairman and Chairman of the Audit Committee of Eramet, the French minerals and alloy business. He is
Deputy Chairman and Audit Committee Chairman of Assystem SA, the French engineering and innovation
consultancy. He was Chairman of ST Microelectronics NV, one of the world’s largest semiconductor
companies, from 2007 to 2009, and stepped down as Vice Chairman in 2011.
Mr Lehmann is currently a member of the Remuneration and Nomination Committees.
23
Report of the Directors
Directors
The Directors in office during the year and to the date of this report are as shown below:
Non-Executive Directors Executive Director
Michel Meeùs (Interim Chairman) Fady Khallouf
Gilbert Lehmann
Lilia Jolibois
Jacques Mahaux (resigned 19 April 2024)
Directors’ re-election
The Board has decided previously that all Directors are subject to annual election by shareholders, in
accordance with industry best practice and as such, all Directors will be seeking re-election at the Annual
General Meeting to be held on 21 June 2024.
The biographies of the Directors in office at the date of this report are shown on page 23.
Appointment and replacement of Directors
The Company’s Articles of Association allow the Board to appoint any individual willing to act as a director either
to fill a vacancy or act as an additional Director. The appointee may hold office only until the next annual general
meeting of the Company whereupon his or her election will be proposed to the shareholders.
The Company’s Articles of Association prescribe that there shall be no fewer than three Directors and no more
than fifteen.
Directors’ interests in shares
The beneficial interests of the Directors in office at 31 December 2023 and their connected persons in the
Ordinary shares of the Company at 31 December 2023 are set out below.
Number of
Director Shares
Michel Meeùs 10,200,000
Fady Khallouf 10,875,455
Gilbert Lehmann -
Lilia Jolibois -
Jacques Mahaux -
Conflicts of Interest
The Company has procedures in place for managing conflicts of interest. Should a director become aware that
they, or any of their connected parties, have an interest in an existing or proposed transaction with the
Company, its subsidiaries or any matters to be discussed at meetings, they are required to formally notify the
Board in writing or at the next Board meeting. In accordance with the Companies Act 2006 and the Company’s
Articles of Association, the Board may authorize any potential or actual conflict of interest that may otherwise
involve any of the directors breaching his or her duty to avoid conflicts of interest. All potential and actual
conflicts approved by the Board are recorded in register of conflicts, which is reviewed by the Board at each
Board meeting.
24
Report of the Directors (continued)
Directors’ indemnities and insurance

The Company’s Articles of Association provide that, subject to the provisions of the Companies Act 2006, all
Directors of the Company are indemnified by the Company in respect of any liability incurred in connection with
their duties, powers or office. Save for such indemnity provisions, there are no qualifying third-party indemnity
provisions. In addition, the Company continues to maintain Directors’ and Officers’ Liability Insurance for all
Directors who served during the year.
Powers of Directors
The Directors are responsible for the management of the business and may exercise all powers of the Company
subject to UK legislation and the Company’s Articles of Association, which includes powers to issue or buy back
the Company’s shares given by special resolution. The authorities to issue and buy back shares, granted at the
2023 Annual General Meeting, remains unused.
Dividends
The Directors do not recommend payment of a dividend for the year ended 31 December 2023 (2022: nil).
Principal activity and status
The Company is registered as a public limited company (registration number 05718406) in England and Wales.
The principal activity and business of the Company is oil and gas exploration, development and production.
Subsequent events
In 2023 Cadogan initiated a new reserves assessment conducted by an independent expert, in accordance
with PRMS standards. This assessment was successfully completed at end of February 2024, enhancing the
Company's understanding of hydrocarbon reserves and informing strategic decision-making.
Structure of share capital
The authorised share capital of the Company is currently £30,000,000 divided into 1,000,000,000 Ordinary
shares of 3 pence each. The number of shares in issue as at 31 December 2023 was 244,128,487 Ordinary shares
(each with one vote) with a nominal value of £7,323,854.61. The total number of voting rights in the Company
is 244,128,421. The Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 allow
companies to hold shares in treasury rather than cancel them. Following the consolidation of the issued capital
of the Company on 10 June 2008, there were 66 residual Ordinary shares, which were transferred to treasury.
No dividends may be paid on shares whilst held in treasury and no voting rights attached to shares held in
treasury.
Rights and obligations of Ordinary shares
In accordance with applicable laws and the Company’s Articles of Association, holders of Ordinary shares are
entitled to:
 receive shareholder documentation including the notice of any general meeting;
 attend, speak and exercise voting rights at general meetings, either in person or by proxy; and
 a dividend where declared and paid out of profits available for such purposes. On a return of capital on
a winding up, holders of Ordinary shares are entitled to participate in such a return.
Exercise of rights of shares in employee share schemes
None of the share awards under the Company’s incentive arrangements are held in trust on behalf of the
beneficiaries.
Agreements between shareholders

The Board is unaware of any agreements between shareholders, which may restrict the transfer of securities
or voting rights.
25
Restrictions on voting deadlines

The notice of any general meeting of the Company shall specify the deadline for exercising voting rights and
appointing a proxy or proxies to vote at a general meeting. To accurately reflect the views of shareholders,
where applicable it is the Company’s policy at present to take all resolutions at any general meeting on a poll.
Following the meeting, the results of the poll are released to the market via a regulatory news service and
published on the Company’s website.
Substantial shareholdings
As at 31 December 2023 and 19 April 2024, being the last practicable date, the Company had been notified of
the following interests in voting rights attached to the Company’s shares:
31 December 2023 19 April 2024
Number of % of total Number of % of total
Major shareholder shares held voting rights shares held voting rights
SPQR Capital Holdings SA
67,298,498 27.57 67,298,498 27.57
Mrs Veronique Salik
51,368,000 21.04 51,368,000 21.04
CA Indosuez Wealth Management
15,966,620 6.54 15,433,651 6.32
Kellet Overseas Inc.
14,002,696 5.74 14,002,696 5.74
Mr Fady Khallouf 10,875,000 4.45 17,454,105 7.15
Mr Michel Meeùs 10,200,000 4.18 10,200,000 4.18
Mr Pierre Salik 8,120,000 3.32 8,120,000 3.32
Cynderella International SA 7,657,886 3.14 7,657,886 3.14
Amendment of the Company’s Articles of Association
The Company’s Articles of Association may only be amended by way of a special resolution of shareholders.
Disclosure of information to auditor
As required by section 418 of the Companies Act 2006, each of the Directors as at 6 May 2024 confirms that:
(a) so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is
unaware; and
(b) the Director has taken all the steps that he ought to have taken as a Director in order to make himself aware
of any relevant audit information and to establish that the Company’s auditor is aware of that information.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance,
and position, are set out on pages 14 to 18.
Having considered the Group’s financial position and its principal risks and uncertainties, including uncertainties
regarding the war in Ukraine. The Directors have a reasonable expectation that the Company and the Group
have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they
continue to adopt the going concern basis in preparing the Consolidated and Company Financial Statements.
For further detail please refer to the detailed discussion of the assumptions outlined in note 3(b) to the
Consolidated Financial Statements.
Reporting year
The reporting year coincides with the Company's fiscal year, which is 1 January 2023 to 31 December 2023.
26
Financial risk management objectives and policies

The Company’s financial risk management objectives and policies including its policy for managing its exposure
of the Company to price risk, credit risk, liquidity risk and cash flow risk.
Management co-ordinates access to domestic and international financial markets and monitors and manages
the financial risks relating to the operations of the Group in Ukraine through internal risks reports, which
analyse exposures by degree and magnitude of risks. These risks include commodity price risks, foreign
currency risk, credit risk, liquidity risk and cash flow interest rate risk. The Group does not enter into or trade
financial instruments, including derivative financial instruments, for speculative purposes.
Outlook
Future developments in the business of the Company are presented on pages 5 to 10.
Change of control – significant agreements
The Company has no significant agreements containing provisions, which allow a counterparty to alter and
amend the terms of the agreement following a change of control of the Company.
Should a change in control occur then certain Executive directors are entitled, within a period of six months
following the change of control, to a payment of salary and benefits equal to 24 months’ base salary plus
benefits plus bonus (if any).
Streamlined energy and carbon reporting
This section contains information on greenhouse gas (“GHG”) emissions required by the Companies Act 2006
(Strategic Report and Directors' Report).
Methodology
The principal methodology used to calculate the emissions is drawn from the ‘Environmental Reporting
Guidelines: including mandatory greenhouse gas emissions reporting guidance (June 2013)’, issued by the
Department for Environment, Food and Rural Affairs (“DEFRA”) and DEFRA GHG conversion factors for
company reporting were utilised to calculate the CO2 equivalent of emissions from various sources (2018
update). Also, the used methodology was also updated based on methods proposed by DNV GL and in of GHG
emissions Inventory referring to the following guidelines and international standards.
The Company has reported on all the emission sources required under the Regulations.
The Company does not have responsibility for any emission sources that are not included in its consolidated
statement.
Consolidation approach and organisation boundary

An operational control approach was used to define the Company's organisational boundary and responsibility
for GHG emissions. All material emission sources within this boundary have been reported upon, in line with
the requirements of the Regulations.
Scope of reported emissions
Emissions data from the sources within Scope 1 and Scope 2 of the Company's operational boundaries is
detailed below. This includes direct emissions from assets that fall within the Company’s organisational
boundaries (Scope 1 emissions), as well as indirect emissions from energy consumption, such as purchased
electricity and heating (Scope 2 emissions).
Scope 1 emissions in 2023 has insignificantly increased compared to the previous year (14,933 tons in 2023 vs
14,631 tons in 2022). This was caused by the increase of the annual oil production.
27
Conversely, Scope 2 emissions decreased in 2023 (111 tons in 2023 vs 124 tons in 2022), as a result of the
processes started in 2016 to improve the efficiency of the structure, logistic and facilities. Total emissions in
2023 were 15,044 tons versus the 14,755 tons of 2022.
Intensity ratio
In order to express the GHG emissions in relation to a quantifiable factor associated with the Company's
activities, wellhead production of crude oil and natural gas has been chosen as the normalisation factor for
calculating the intensity ratio. This will allow comparison of the Company’s performance over time, as well as
with other companies in the Company’s peer group.
The intensity ratio for E&P operations (same reporting perimeter) has insignificantly increased to 126,36tons
CO2e/Kboe in 2023 vs 125,26 tons CO2e/Kboe in 2022.
Total greenhouse gas emissions data for the year from 1 January to 31 December.
The company conducted a planned repetition of bottomhole oil sampling and analyses during 2023
hydrodynamic surveys of Blazhiv wells to reconcile the associated gas composition data. The repetitive
analyses confirmed an increase in methane levels in the gas composition causing an increase in the reported
emissions level last year. As previously mentioned in the report, the implementation of the electricity
generation project utilising associated gas will lead to a substantial reduction in the CO2 emissions into the
atmosphere starting from 2025.
E&P
Greenhouse gas emissions source
2023 2022
Scope 1
Direct emissions, including combustion of fuel and operation of facilities
14,933 14,631
(tonnes of CO2 equivalent)
Scope 2
Indirect emissions from energy consumption, such as electricity and heating purchased
111 124
for own use (tonnes of CO2 equivalent)
Total (Scope 1 & 2) 15,044 14,755
Normalisation factor
Barrels of oil equivalent, net 119,057 117,793
Intensity ratio
Emissions reported above normalised to tonnes of CO2- per total wellhead production
126,36 125,26
of crude oil, condensates, and natural gas, in thousands of Barrels of Oil Equivalent, net
Energy consumption
The Company started in 2020 to monitor energy consumption in KwH.
2023 2022 % change
KwH KwH 2023 – 2022
Ukraine 557,631 575,876 -3%
Energy consumption in the UK is immaterial.
28
Task force on climate-related financial disclosures (‘TCFD’)
Climate change remains one of the Group’s principal risks with governance over climate-related transition and
physical risks provided at the Board and operational levels. The Board has ultimate accountability for ensuring
Cadogan maintains sound climate risk management and internal control systems. The Board is ultimately
accountable for Cadogan’s strategic response to climate change and the energy transition. Directors are
responsible for ensuring they remain sufficiently informed of climate related risks to Cadogan and the broader
energy sector. In 2023, the Group has reviewed its administrative and operational process to identify the
areas of further improvement in the limitation of its environmental impact. The Group has launched its gas-
to-power project on its Blazhiv oil field in Ukraine. The aim of this project is to capture the gas emissions
during oil production and use them to generate electricity to be sold on the grid. This project will allow to
decrease significantly Cadogan’s annual emissions with the intensity ratio emission to drop from 126 to 32
tons of CO2 e/Kboe. The project will be operational in Q1 2025.
TCFD related disclosures
Governance Describe the Board’s oversight of climate-related risks and opportunities. p.14-17
Describe Management’s role in assessing and managing climate-related risks
and opportunities.
Strategy Describe the climate-related risks and opportunities the organisation has p.5-10
identified over the short, medium, and long term.
Describe the impact of climate-related risks and opportunities on the
organisation’s businesses, strategy, and financial planning
Risk Describe the organisation’s processes for identifying and assessing climate- p.14-17
management related risks.
Describe the organisation’s processes for managing climate-related risks.
Describe how processes for identifying, assessing, and managing climate-
related risks are integrated into the organisation’s overall risk management.
Metrics and Disclose the metrics used by the organisation to assess climate-related risks p.27
targets and opportunities, in line with its strategy and risk management process
Disclose Scope 1 and Scope 2greenhouse gas (GHG) emissions. p.27-28
Describe the targets used by the organisation to manage climate-related risks,
opportunities, and performances against targets.
As a company, we acknowledge the increasing significance of comprehending the effects of climate change on
our operating environment and its potential implications for our business.
We view this as a chance to expand upon our existing efforts in this area, enhance the quality of our disclosures,
and offer clear transparency, while continuing our TCFD reporting roadmap.
The company is actively considering projects to reduce emissions into the atmosphere. In the short term, the
company plans to implement a project for electricity generation.
2024 Annual General Meeting
The 2024 Annual General Meeting (“AGM”) of the Company provides an opportunity to communicate with
shareholders and the Board welcomes their participation. Board members constantly strive to engage with
shareholders on strategy, governance, and a number of other issues.
The Board looks forward to welcoming shareholders to the AGM. The AGM notice will be issued to shareholders
well in advance of the meeting with notes to provide an explanation of all resolutions to be put to the AGM.
29
In addition, shareholder information will be enclosed as usual with the AGM notice to facilitate voting and
feedback in the usual way.
The Chairman of the Board and the members of its committees will be available to answer shareholder
questions at the AGM. All relevant shareholder information including the annual report for 2023 and any other
announcements will be published on our website – www.cadoganenergysolutions.com.
This Report of Directors comprising pages 25 to 31 has been approved by the Board and signed by the order of
the Board by:
Ben Harber
Company Secretary
07 May 2024
30
Corporate Governance Statement
This Corporate Governance Statement forms part of the Report of Directors
As a Company listed on the standard segment of the London Stock Exchange it is not required to apply a specific
corporate governance code and, given its size, has elected not to do so. However, the Board of the Company is
committed to the highest standards of corporate governance and believe that the 2018 UK Corporate
Governance Code (“the Code”) issued by the Financial Reporting Council (“FRC”) provides a suitable benchmark
for the Company’s corporate governance framework.
This Statement outlines how Cadogan Energy Solutions plc (“Cadogan” or the “Company”) has applied the
relevant principles of the Code and complied with its provisions.
During the year under review, the Company complied with all the provisions of the Code, other than the
exceptions noted below or elsewhere in this statement:
 Provision 5 (Workforce Engagement): Given the size of the business, the Board does not consider it
appropriate to adopt the suggested methods outlined within the UK Corporate Governance Code 2018
to engage with its employees given the size of the Company. Employee engagement continues to be
undertaken by senior management and any issues are escalated to the Board through the Chief
Executive Officer. The Board believes that the arrangements in place are effective but will continue to
keep this under review.
 Provision 9 (regarding the independence criteria of the Chair on appointment): Under the 2018
Corporate Governance Code, the Company’s Chair during the year, Mr Michel Meeùs, was not
considered to be independent given the size of his shareholding in the Company. Despite this, the Board
considered Mr Meeùs to be independent in character, mindset and judgement.
 Provision 21 (Board Evaluation): Given the size of the Board it was felt that a board evaluation would
not provide added value however the Board will continue to assess this provision periodically.
 Provision 24 (Audit Committee Composition): Given the size and composition of the Board, the Audit
Committee does not totally consist of independent non-executive directors. Ms Lilia Jolibois,
Independent non-executive director, chaired the Audit Committee whilst Mr Jacques Mahaux, non-
independent non-executive director, was a member of the Audit Committee during the year.
 Provision 32 (Remuneration Committee Composition): Given the size and composition of the Board,
the Remuneration Committee does not totally consist of independent non-executive directors. The
Remuneration Committee consisted of Mr Michel Meeùs, Ms. Lilia Jolibois, Mr Jacques Mahaux and
Mr Gilbert Lehmann during the year.
Board Leadership and Company Purpose
The Board provides leadership and oversight, and its role is to ensure the long-term success of the Company by
implementing the Company’s strategy and business plan, overseeing its affairs, and providing constructive
challenge to management as they do this. In addition to this, the Board oversees financial matters, governance,
internal controls, and risk management.
31
Corporate Governance Statement (continued)
The purpose of the Board is to:
 monitor Group activities to see that sustainable value is being created;

 evaluate business strategies and monitor their implementation;
 monitor and review the performance of management;
 provide accountability to shareholders through appropriate reporting and regulatory compliance;
 understand and ensure the management of operational business and financial risks to which the Group
is exposed; and
 ensure that the financial controls and systems of risk management are robust and defensible.
The Board comprises a Non-Independent non-executive Chairman, Chief Executive Officer, one Independent
Non-Executive Director and one Non-Executive Director. The Board has appointed Mr Lehmann as the Senior
Independent Director. The Nomination Committee during 2024 will continue to review the size and
composition of the Board and its committees with regard to finding a balance of independent non-executive
directors.
The biographical details for each of the Directors and their membership of Committees are incorporated into
this report by reference and appear on page 24.
The formal schedule of matters reserved for the Board’s decision is available on the Company’s website.
The Board recognises the importance of building strong relationships with stakeholders and understanding
their views in order to help the Company deliver its strategy and promote the development of the business
over the long-term. The Board is committed to having effective engagement with its stakeholders. Our section
172 statement can be found on pages 36 to 37 which summarises the Board’s engagement with the Company’s
main stakeholders and some examples of how their views have been taken into account in the Board’s decision-
making.
The Company seeks to ensure that it always acts lawfully, ethically and with integrity. The company has in place
the following policies which the Board reviews periodically:
 Code of Business Conduct and Ethics

 Anti-Bribery Policy
 Share Dealing Code
 Disclosure Policy
 Health, Safety and Environmental policies.
The Company has procedures in place for managing conflicts of interest. Should a director become aware that
they, or any of their connected parties, have an interest in an existing or proposed transaction with the
Company, its subsidiaries or any matters to be discussed at meetings, they are required to formally notify the
Board in writing or at the next Board meeting. In accordance with the Companies Act 2006 and the Company’s
Articles of Association, the Board may authorize any potential or actual conflict of interest that may otherwise
involve any of the directors breaching his or her duty to avoid conflicts of interest. All potential and actual
conflicts approved by the Board are recorded in register of conflicts, which is reviewed by the Board at each
Board meeting.
Directors’ declarations of interests is a regular Board agenda item. A register of directors’ interests (including
any actual or potential conflicts of interest) is maintained and reviewed regularly to ensure all details are kept
up to date. Authorisation is sought prior to a director taking on a new appointment or if any new conflicts or
potential conflicts arise. New Directors are required to declare any conflicts, or potential conflicts, of interest
to the Board at the first Board meeting after his or her appointment. The Board believes that the procedures
established to deal with conflicts of interest are operating effectively.
32
Division of Responsibilities
The Directors possess a wide range of skills, knowledge and experience relevant to the strategy of the Company,
including financial, legal, governance, regulatory and industry experience as well as the ability to provide
constructive challenge to the views and actions of executive management in meeting agreed strategic goals
and objectives.
The roles and responsibilities of the Chairman and Chief Executive Officer are separate with a clear and formal
division of each individual’s responsibilities, which has been agreed and documented by the Board.
The Non-Executive Directors bring an independent view to the Board’s discussions and the development of its
strategy. Their range of experience ensures that management’s performance in achieving the business goals is
challenged appropriately. Ms Lilia Jolibois is considered by the Board to be fully independent.
Mr Gilbert Lehmann, Senior Independent non-executive Director, has served on the Board for longer than 9
years since his appointment, however, the board is of the view that he retains his independent judgement and
continues to make a valuable contribution to the board.
Mr Michel Meeùs, who is a significant shareholder is not considered independent as defined within the UK
Corporate Governance Code 2018, however the Board believes that Mr Michel Meeùs is independent in
character and judgement and free from relationships or circumstances that could affect his judgement.
The Board has access to the advice of the company secretary.
Composition, Succession and Evaluation
The Company has established a nomination committee which leads the process for Board appointments by
identifying and nominating candidates for the approval of the Board to fill Board vacancies and making
recommendations to the Board on Board’s composition and balance. The Company’s Nomination Committee
Report can be found on page 42.
Under the Company’s Articles of Association, all Directors must seek re-election by members at least once every
three years. However, the Board has agreed that all Directors will be subject to annual election by shareholders
in line with Corporate Governance best practice. Accordingly, all members of the Board will be standing for re-
election at the 2023 Annual General Meeting due to be held on 21 June 2024.
All Directors continue to be effective and have sufficient time available to perform their duties. The letters of
appointment for the Non-Executive Directors are available for review at the Registered Office and prior to the
Annual General Meeting. Each of the Non-Executive Directors independently ensures that they update their
skills and knowledge sufficiently to enable them to fulfil their duties appropriately.
The Chairman, in conjunction with the Company Secretary, plans the programme for the Board during the year.
While no formal structured continuing professional development program has been established for the non-
executive Directors, every effort is made to ensure that they are fully briefed before Board meetings on the
Company’s business. The agenda for Board and Committee meetings are considered by the relevant Chairman
and issued with supporting papers during the week preceding the meeting. For each Board meeting, the
Directors receive a Board pack including management accounts, briefing papers on commercial and operational
matters and major capital projects including acquisitions. The Board also receives briefings from key
management on specific issues.
33
Audit, Risk and Internal Control
The Board has delegated certain responsibilities to its committees including its Audit Committee. The
Company’s Audit Committee Report can be found on pages 37 to 38.
The role of the Audit Committee is to monitor the integrity of the Company’s financial reporting, to review the
Company’s internal control and risk management systems and to oversee the relationship with the Group’s
external auditors. The Audit Committee focuses particularly on compliance with legal requirements, accounting
standards and the rules of the Financial Services Authority. The Audit Committee will meet at least three times
a year with further meetings that are determined by the committee. Any member of the committee or the
external auditors may request any additional meetings they consider necessary.
The Directors are responsible for the Group’s system of internal control and for maintaining and reviewing its
effectiveness. The Group’s systems and controls are designed to safeguard the Group’s assets and to ensure
the reliability of information used both within the business and for publication. The Board has delegated
responsibility for the monitoring and review of the Group’s internal controls to the Audit Committee.
Systems are designed to manage, rather than eliminate the risk of failure to achieve business objectives and
can provide only reasonable, and not absolute assurance against material misstatement or loss.
The key features of the Group’s internal control and risk management systems that ensure the accuracy and
reliability of financial reporting include clearly defined lines of accountability and delegation of authority,
policies and procedures that cover financial planning and reporting, preparing consolidated financial
statements, capital expenditure, project governance and information security.
The key features of the internal control systems, which operated during 2023 and up to the date of signing the
Financial Statements are documented in the Group’s Corporate Governance Policy Manual and Finance
Manual. These manuals and policies have been circulated and adopted throughout the Group throughout the
period.
Day-to-day responsibility for the management and operations of the business has been delegated to the Chief
Executive Officer and senior management. Certain specific administrative functions are controlled centrally.
Taxation and treasury functions report to the Group Director of Finance who reports directly to the Chief
Executive Officer.
The legal function for Ukraine’s related assets and activities is managed by the General Counsel, who reports
to the General Director of Cadogan Ukraine. The Health, Safety and Environment functions report to the
Chairman of the HSE Committee, the HSE Committee Report can be found on pages 39 to 40. The Group does
not have an internal audit function. Due to the small scale of the Group’s operations at present, the Board does
not feel that it is appropriate or economically viable to have an internal audit function in place, however this
will be kept under review by the Audit Committee on an annual basis.
The Board has reviewed internal controls and risk management processes, in place from the start of the year
to the date of approval of this report. During its review the Board did not identify nor were advised of any
failings or weaknesses which it has deemed to be significant.
A summary of the principal risks facing the Company and the mitigating actions in place are contained on pages
14 to 18 of the annual report.
The Company’s going concern is contained on page 26 of the annual report.
Further information on the work undertaken by the Committee during the year can be found on pages 38 to 39
of the annual report.
34
Remuneration
The Board has established a Remuneration Committee and the Company’s Remuneration Committee Report
can be found on pages 44 to 64 of the annual report.
The role of the Remuneration Committee is to determine and agree with the Board the broad policy for the
remuneration of executives and Senior Managers as designated, as well as for setting the specific remuneration
packages, including pension rights and any compensation payments of all executive Directors and the Chairman.
The Company’s remuneration policies and practices are designed to support its long-term strategy and promote
the long-term sustainable success of the Company.
Attendance at Meetings
Six Board meetings took place during 2023. The attendance of those Directors in place at the year end at Board
and Committee meetings during the year was as follows:
Audit Nomination Remuneration
Board Committee Committee Committee
No. Held 6 2 0* 1
No. Attended:
M Meeùs 6 n/a 0 1
F Khallouf 6 n/a n/a n/a
L Jolibois 5 2 0 1
G Lehmann 6 n/a 0 1
J Mahaux 6 2 0 1
*There was no meetings of the Nomination Committee held during 2023.
Responsibilities and membership of Board Committees

The Board has agreed written terms of reference for the Nomination Committee, Remuneration Committee,
Audit Committee and HSE Committee. The terms of reference for the Board Committees are published on
the Company’s website, www.cadoganenergysolutions.com, and are also available from the Company
Secretary at the Registered Office. A review of the Committees including their membership and activities of
all Board Committees is provided on pages 38 to 43.
Relations with shareholders
The Chairman and Executive Directors of the Company have a regular dialogue with analysts and substantial
shareholders. The outcome of these discussions is reported to the Board at quarterly meetings and discussed
in detail. Mr Lehmann, as the Senior Independent Director, is available to meet with shareholders who have
questions that they feel would be inappropriate to raise via the Chairman or Executive Directors.
The Annual General Meeting is used as an opportunity to communicate with all shareholders. In addition,
financial results are posted on the Company’s website, www.cadoganenergysolutions.com, as soon as they
are announced. The Notice of the Annual General Meeting is also contained on the Company’s website,
www.cadoganenergysolutions.com. It is intended that the Chairmen of the Nomination, Audit and
Remuneration Committees will be present at the Annual General Meeting. The results of all resolutions will
be published on the Company’s website, www.cadoganenergysolutions.com.
Directors’ section 172 statement
The disclosure describes how the Directors have regard to the matters set out in section 172(1)(a) to (f) and
forms the Directors’ statement required under section 414CZA of The Companies Act 2006.
35
The matters set out in section 172(1) (a) to (f) are that a Director must act in the way they consider, in good
faith, would be most likely to promote the success of the Company for the benefit of its members as a whole,
and in doing so have regard (amongst other matters) to:
(a) the likely consequences of any decision in the long term;

(b) the interests of the Company’s employees;
(c) the need to foster the Company’s business relationships with suppliers, customers and others;
(d) the impact of the Company’s operations on the community and the environment;
(e) the desirability of the Company maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly between members of the Company.
Being sustainable in our activities means conducting our business with respect for the environment and for
the communities hosting us, with the aim of increasing the benefit and value to our stakeholders. We
recognize that this is a key element to be competitive and to maintain our licence to operate.
Further details of how the Directors have regard to the issues, factors and stakeholders considered relevant
in complying with S 172 (1) (a)-(f), the methods used to engage with stakeholders and the effect on the
Group’s decision making can be found throughout the annual report and in particular pages 34 (which
outlines how the Company engages with its stakeholders), pages 20 to 23 (which contains Cadogan’s
corporate responsibility statement) pages 28 to 30 (which contains the Company’s report on greenhouse gas
emissions) and page 35 (which outlines the ways in which the Company engages with its shareholders).
The Group has implemented an integrated HSE management system aiming to ensure a safe and
environmentally friendly culture in the organization (pages 20 to 22). However, regarding the environmental
sustainability of the Group’s activities, the Directors are fully aware of the need to direct future development
in new activities with a lower impact on environment (CEO outlook page 9, 28).
When assessing the Proger Loan, the Directors carefully considered the issues and decisions with their impact
on the Group and all its stakeholders (pages 8, 9, 16, 17).
The Board has a formal schedule of matters specifically reserved for its decision, including approval of
acquisitions and disposals, major capital projects, financial results, Board appointments, dividend
recommendations, material contracts and Group strategy. For each Board meeting, the Directors receive a
Board pack including management accounts, briefing papers on commercial and operational matters and
major capital projects including acquisitions. The Board also receives briefings from key management on
specific issues.
In particular, as a consequence of the invasion of Ukraine by Russia in February 2022, and the war situation
prevailing in Ukraine the Board discussed the current situation and its consequences on the security of the
employees, the organisation of the operations in Ukraine and the potential impacts on its human, financial
and operational assets. The Group has been able to implement immediately emergency procedures with
safety and protection measures communicated to all employees and put in place for every location. Specific
measures have been put in place for the operations on site to ensure the human, the industrial and the
environmental safety. The Group is monitoring the situation daily and taking appropriate action to ensure
the safety and essential needs of employees.
36
Board Committee Reports
Audit Committee Report

The Audit Committee is appointed by the Board, on the recommendation of the Nomination Committee, from
the Non-Executive Directors of the Group. The Audit Committee’s terms of reference are reviewed annually by
the Audit Committee and any changes are then referred to the Board for approval. The terms of reference of
the Committee are published on the Company’s website www.cadoganenergysolutions.com, and are also
available from the Company Secretary at the Registered Office. Two members constitute a quorum.
Responsibilities
 To monitor the integrity of the annual and interim financial statements, the accompanying reports to
shareholders, and announcements regarding the Group’s results;
 To review and monitor the effectiveness and integrity of the Group’s financial reporting and internal
financial controls;
 To review the effectiveness of the process for identifying, assessing and reporting all significant business
risks and the management of those risks by the Group;
 To oversee the Group’s relations with the external auditor and to make recommendations to the Board,
for approval by shareholders, on the appointment and removal of the external auditor;
 To consider whether an internal audit function is appropriate to enable the Audit Committee to meet its
objectives; and
 To review the Group’s arrangements by which staff of the Group may, in confidence, raise concerns about
possible improprieties in matters of financial reporting or other matters.
Governance
Ms Jolibois and Mr Mahaux were both members of the Audit Committee during the period. The Audit
Committee is chaired by Ms Jolibois who had relevant financial experience within a major European company
as well as holding several non-executive roles in major international entities.
At the invitation of the Audit Committee, the Group Director of Finance and external auditor regularly attend
meetings. The Company Secretary attends all meetings of the Audit Committee.
The Audit Committee also meets the external auditor without management being present.
Activities of the Audit Committee
During the year, the Audit Committee discharged its responsibilities as follows:
Assessment of the effectiveness of the external auditor
The Committee has assessed the effectiveness of the external audit process. They did this by:
 Reviewing the 2023 external audit plan;
 Discussing the results of the audit including the auditor’s views on material accounting issues and key
judgements and estimates, and their audit report;
 Considering the robustness of the audit process;
 Reviewing the quality of the service and people provided to undertake the audit; and
 Considering their independence and objectivity.
Financial statements
The Audit Committee examined the Group’s consolidated and Company’s financial statements and, prior to
recommending them to the Board, considered:
 the appropriateness of the accounting policies adopted;
 reviewed critical judgements, estimates and underlying assumptions; and
 assessed whether the financial statements are fair, balanced and understandable.
37
Board Committee Reports (continued)
Going concern
After making enquiries and considering the uncertainties described on pages 14 to 18, the Committee has a
reasonable expectation that the Company and the Group has adequate resources to continue in operational
existence for the foreseeable future and consider the going concern basis of accounting to be appropriate. For
further detail including the basis for the conclusion, please refer to the detailed discussion of the assumptions
outlined in note 3 (b) to the Consolidated Financial Statements.
Internal controls and risk management
The Audit Committee reviews and monitors financial and control issues throughout the Group including the
Group’s key risks and the approach for dealing with them. Further information on the risks and uncertainties
facing the Group are detailed on pages 104 to 106 and in note 28 to the financial statements.
External auditor
The Audit Committee is responsible for recommending to the Board, for approval by the shareholders, the
appointment of the external auditor.
The Audit Committee considers the scope and materiality for the audit work, approves the audit fee, and
reviews the results of the external auditor’s work. Following the conclusion of each year’s audit, it considers
the effectiveness of the external auditor during the process. An assessment of the effectiveness of the audit
process was made, considering reports from the auditor on its internal quality procedures. The Committee
reviewed and approved the terms and scope of the audit engagement, the audit plan and the results of the
audit with the external auditor, including the scope of services associated with audit-related regulatory
reporting services. Additionally, auditor independence and objectivity were assessed, considering the auditor’s
confirmation that its independence is not impaired, the overall extent of non-audit services provided by the
external auditor and the past service of the auditor.
A breakdown of the non-audit fees is disclosed in note 11 to the Consolidated Financial Statements. The Audit
Committee has reviewed the nature, level and timing of these services in the course of the year and is confident
that the objectivity and independence of the auditor are not impaired by the reason of such non-audit work.
Internal audit
The Audit Committee considers annually the need for an internal audit function and believes that, due to the
size of the Group and its current stage of development, an internal audit function will be of little benefit to the
Group.
Whistleblowing
The Group’s whistleblowing policy encourages employees to report suspected wrongdoing and sets out the
procedures employees must follow when raising concerns. The policy, which was implemented during 2008 is
reviewed periodically. The Group’s policies on anti-bribery, the acceptance of gifts and hospitality, and business
conduct and ethics are circulated to staff as part of a combined manual on induction with changes regularly
communicated.
Overview
As a result of its work during the year, the Audit Committee has concluded that it has acted in accordance with
its terms of reference and has ensured the independence and objectivity of the external auditor.
The Chairman of the Audit Committee will be available at the Annual General Meeting to answer any questions
about the work of the Audit Committee.
Lilia Jolibois
Chairman of the Audit Committee
07 May 2024
38
Board Committee Reports (Continued)
Health, Safety and Environment Committee Report

The Health, Safety and Environment Committee (the ”HSE Committee”) is appointed by the Board, on the
recommendation of the Nomination Committee. The HSE Committee’s terms of reference are reviewed
annually by the Committee and any changes are then referred to the Board for approval. The terms of reference
of the Committee are published on the Company’s website www.cadoganenergysolutions.com, and are also
available from the Company Secretary at the Registered Office. Two members constitute a quorum, one of
whom must be a Director.
Governance
The Committee is chaired by Mr Andrey Bilyi (Cadogan Ukraine General Director) as acting Head of the HSE
Committee and its other member is Ms Snizhana Buryak (HSE Manager). The CEO attends meetings of the HSE
Committee as necessary. During 2023, the HSE Committee held four meetings to monitor the HSE risks and
activities across the business, following which actions were identified for the continuous improvement of the
various processes and the mitigation of risk.
Responsibilities
 To regularly maintain and implement the continuous improvement of the HSE Management System with
the aim of improving the Company’s performances;
 To manage and mitigate the risks of personnel infection with Covid-19 virus. Work-out respective
administrative and healthcare measures to provide safe working conditions for the employees. Prevent
the spread of Covid-19 as well as ensuring staff reasonable vaccination level.
 Assessments of the risks to employees, contractors, customers, partners, and any other people who
could be affected by the Company’s activities with the aim of reducing the global risk of the Company
and increasing its level of acceptability;
 Evaluate the effectiveness of the Group’s policies and systems for identifying and managing health, safety
and environmental risks within the Group’s operation;
 Assess the policies and systems within the Group for ensuring compliance with health, safety and
environmental regulatory requirements;
 Assess the performance of the Group with regard to the impact of health, safety, environmental and
community relations decisions and actions upon employees, communities and other third parties and
also assess the impact of such decisions and actions on the reputation of the Group and make
recommendations to the Board on areas for improvement;
 On behalf of the Board, receive reports from management concerning any fatalities and serious accidents
within the Group and actions taken by management as a result of such fatalities or serious accidents;
 Evaluate and oversee, on behalf of the Board, the quality and integrity of any reporting to external
stakeholders concerning health, safety, environmental and community relations issues; and
 Where it deems it appropriate to do so, appoint an independent auditor to review performance with
regard to health, safety, environmental and community relations matters and review any strategies and
action plans developed by management in response to issues raised and, where appropriate, make
recommendations to the Board concerning the same.
Activities of the Health, Safety and Environment Committee
The HSE Committee in discharging its duties reviewed and considered the following:
 Company activities execution and control over contractors services execution in line with company
policies and HSE procedures;
 Monthly statistics and reports on the activity were regularly distributed to the CEO, Management and to
the members of the committee;
 Ensured that the implementation of new legislation and requirements were punctually followed-up and
promptly updated;
39
 Compliance with HSE regulatory requirements was ensured through discussion of the results of
inspections, both internal inspections and those carried out by the Authorities. The results of the
inspections and drills were analysed and commented to assess the need for corrective actions and/or
training initiatives;
 A standing item was included on the agenda at every meeting to monitor monthly HSE performance, key
indicators and statistics allowing the HSE Committee to assess the Company’s performance by analysing
any lost-time incidents, near misses, HSE training and other indicators;
 Interaction with contractors, Authorities, local communities and other stakeholders were discussed
among other HSE activities;
 Compliance to ISO 14001 and ISO 45001 has been proved by the authorized third party auditor. Also, the
Company had its entire data calculation process as well as emissions measurement system re-validated
by a different independent third party; and
 Ensuring all the Observation and Actions requested by the Certification Body have been implemented.
Overview
The Company’s HSE Management System and the Guidelines and Procedures have been updated to fit with the
ISO requirements and are adequate for the proper execution of the Company’s operations.
As a result of its work during the year, the HSE Committee has concluded that it has acted in accordance with
its terms of reference.
40
Nomination Committee Report

The Board delegates some of its duties to the Nomination Committee and appoints the members of the
Nomination Committee which are non-executive Directors of the Group. The membership of the Committee is
reviewed from time to time and any changes to its composition are referred to the Board for approval. The
terms of reference of the Nomination Committee are published on the Company’s website,
www.cadoganenergysolutions.com, and are available from the Company Secretary at the Registered Office.
Two members constitute a quorum.
Governance
Mr. Michel Meeùs (Remuneration and Nomination Committee Chairman), Ms. Lilia Jolibois, and Mr. Gilbert
Lehmann (Non-Executive Directors) are the members of the Nomination Committee. The Company Secretary
attends all meetings of the Nomination Committee.
Responsibilities
 To regularly review the structure, size and composition (including the skills, knowledge and experience)
required of the Board compared to its current position and make recommendations to the Board with
regard to any changes;
 Be responsible for identifying and nominating candidates to fill Board vacancies as and when they arise,
for the Board’s approval;
 Before appointments are made by the Board, evaluate the balance of skills, knowledge, experience and
diversity (gender, ethnic, age, sex, disability, educational and professional backgrounds, etc.) on the
Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a
particular appointment; and
 In identifying suitable candidates, the Nomination Committee shall use open advertising or the services of
external advisers to facilitate the search and consider candidates from a wide range of backgrounds on
merit, ensuring that appointees have enough time available to devote to the position.
The Nomination Committee shall also make recommendations to the Board concerning:
 Formulating plans for succession for both executive and non-executive Directors and in particular for the
key roles of Chairman and Chief Executive Officer;
 Membership of the Audit and Remuneration Committees, in consultation with the Chairmen of those
committees;
 The reappointment of any non-executive Director at the conclusion of their specified term of office, having
given due regard to their performance and ability to continue to contribute to the Board in the light of the
knowledge, skills and experience required; and
 The re-election by shareholders of any Director having due regard to their performance and ability to
continue to contribute to the Board in the light of the knowledge, skills and experience required.
Any matters relating to the continuation in office of any Director at any time including the suspension or
termination of service of an executive Director as an employee of the Company subject to the provisions of the
law and their service contract.
Michel Meeùs
Nomination Committee Chairman
07 May 2024
41
Board Committee Reports (continued)
Remuneration Committee
Statement from the Chairman
I am pleased to present the Annual Report on Remuneration for the year ended 31 December 2023.
Cadogan’s Remuneration Policy was approved as proposed by the shareholders at the Annual General Meeting
of 25 June 2021 and is attached at the end of the Annual Report on Remuneration. The Remuneration
Committee is not proposing to make any changes to the existing Policy however in line with industry best
practice and the three-year Policy cycle the Company will be seeking shareholder approval at this year’s AGM.
The key elements of the Remuneration Policy are:
 A better long-term alignment of the executives’ remuneration with the interests of the shareholders;
 A material reduction in the maximum remuneration level for the Executive Directors, both in terms of
annual bonus and of long-term incentive (performance share plan);
 The payment of at least 50% of the Annual Bonus in shares with the remaining 50% to be paid in cash
or shares at the discretion of the Remuneration Committee. Shares will be priced for this award based
on their market value at closing on the Business Day prior to the Subscription Date;
 The introduction of claw-back and malus provisions on both bonuses and share awards; and
 The expectation that the Executive Directors build a substantial shareholding position in the Company
through their mandate.
Michel Meeùs
Chairman of the Remuneration Committee
07 May 2024
42
Annual Report on Remuneration 2023
ANNUAL REPORT ON REMUNERATION

Remuneration Committee Report
The Remuneration Committee is committed to principles of accountability and transparency to ensure that
remuneration arrangements demonstrate a clear link between reward and performance.
Governance
The Remuneration Committee is appointed by the Board from the non-executive Directors of the Company.
The Remuneration Committee’s terms of reference are reviewed annually by the Remuneration Committee
and any changes are then referred to the Board for approval. The terms of reference of the Remuneration
Committee are published on the Company’s website, www.cadoganenergysolutions.com, and are also available
from the Company Secretary at the Registered Office.
The Remuneration Committee consists of Mr. Michel Meeùs, Ms. Lilia Jolibois and Mr. Gilbert Lehmann. At the
discretion of the Remuneration Committee, the Chief Executive Officer is invited to attend meetings when
appropriate but is not present when his own remuneration is being discussed. None of the directors are
involved in deciding their own remuneration. The Company Secretary attends the meetings of the
Remuneration Committee.
Responsibilities
In summary, the Remuneration Committee’s responsibilities, as set out in its terms of reference, are as follows:
 To determine and agree with the Board the policy for the remuneration of the executive Directors, the
Company Secretary and other members of executive management as appropriate;
 To consider the design, award levels, performance measures and targets for any annual or long-term
incentives and approve any payments made and awards vesting under such schemes;
 Within the terms of the agreed remuneration policy, to determine the total individual remuneration
package of each executive Director and other senior executives including bonuses, incentive payments
and share options or other share awards; and
 To ensure that contractual terms on termination, and any payments made, are fair to the individual and
the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised.
Overview
The Chairman and Executive Directors of the Company have a regular dialogue with analysts and substantial
shareholders, which includes the subject of Directors’ Remuneration. The outcome of these discussions is
reported to the Board and discussed in detail both there and during meetings of the Remuneration Committee.
As a result of its work during the year, the Remuneration Committee has concluded that it has acted in
accordance with its terms of reference. The chairman of the Remuneration Committee will be available at the
Annual General Meeting to answer any questions about the work of the Committee.
43
Annual Report on Remuneration 2023 (continued)
Remuneration consultants
The Remuneration Committee did not take any advice from external remuneration consultants.
Single total figure of remuneration for executive and non-executive directors (audited)
Salary and fees Taxable benefit1 Contributions to Annual bonus Total

pension schemes
$ $ $ $ $
Executive Director
2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
F Khallouf 493,136 479,720 27,037 29,486 78,258 75,035 - - 598,431 584,241
Non-executive Directors
M Meeùs 89,000 89,000 - - - - - - 89,000 89,000

L Jolibois 48,000 48,000 - - - - - - 48,000 48,000
J Mahaux 43,000 43,000 - - - - - - 43,000 43,000
G Lehmann 38,000 38,000 - - - - - - 38,000 38,000
Total Fixed Remuneration Total Variable Remuneration

$ $
2023 2022 2023 2022
Executive Director 598,431 584,241 - -

Non-executive Directors 218,000 218,000 - -
Notes to the table
Mr Fady Khallouf
Mr Khallouf was appointed as Chief Executive Officer on 15 November 2019. Mr Khallouf’s salary is €440,000
per annum.
KPIs
The CEO is subject to a performance-related, bonus scheme built around a scorecard with a set of challenging
KPI’s aligned with the company strategy. Given the current situation in Ukraine and any potential future
difficulties for the Company, Mr Fady Khallouf had requested that any annual performance related bonus to
be considered and paid by the Remuneration Committee during 2024, in respect of the financial year ended
31 December 2023, be waived.
1 Taxable benefits include insurance provided to the executive and leased car.
44
Benefits
Benefits may be provided to the executive director, in the form of private medical insurance and life assurance.
The Chairman and Non-Executive Directors
As mentioned above, fees for non-Executive Directors were reduced by 20% on 15 January 2020 with effect
from 15 November 2019. The fees are as follows: the Chairman’s fee at $89,000 and the fee for acting as a non-
executive Director at $38,000 with an additional $10,000 for acting as Chairman of the Audit Committee and
an additional $5,000 for a committee membership.
Scheme interests awarded during the financial year (audited)
There were no scheme interests awarded during the year.
Payments to past directors (audited)
In 2023 there were no payments to past directors.
Payments for loss of office (audited)
No notice period was either worked or paid.
Directors’ interests in shares (audited)
The beneficial interests of the Directors in office as at 31 December 2023 and their connected persons in the
Ordinary shares of the Company at 31 December 2023 are set out below.
Shares as at 31 December 2023 2022

Michel Meeùs 10,200,000 26,000,000
Fady Khallouf 10,875,455 10,425,455
Gilbert Lehmann - -
Lilia Jolibois - -
Jacques Mahaux - -
Mr Khallouf bought 450,000 shares in June 2023. In December 2023 Mr Meeùs decided to terminate a financial
agreement with a collateral over 15,800,000 shares.
The Company does not currently operate formal shareholding guidelines. Whilst there is no specified level, the
Company expects that under the new Remuneration Policy, the Executive Director will continue to build up a
significant shareholding position in the Company during his mandate.
45
The Company’s performance

The graph below highlights the Company’s total shareholder return (“TSR”) performance for the last fourteen
years compared to the FTSE All Share Oil & Gas Producers index. This index has been selected on the basis that
it represents a sector specific group, which is an appropriate group for the Company to compare itself against,
and has been retained ever since, primarily for continuity purposes TSR is the return from a share or index
based on share price movements and notional reinvestment of declared dividends.
Historic Remuneration of Chief Executive
Salary Taxable Annual Long-term Pension Loss of Total

benefits bonus incentives office
$ $ $ $ $ $ $
2009 422,533 - 284,552 - - - 707,085
2010 547,067 - - - - - 547,067
2011 669,185 - - - - - 669,185
2012 511,459 - - - 31,966 126,808 670,233
2013 384,941 - - - - - 384,941
2014 405,433 20,734 - - - - 426,167
2015 432,4091 15,987 243,132 - - - 691,528
2016 487,080 15,353 210,5042 - - - 712,937
2017 497,288 27,273 126,992 - - - 651,553
2018 521,664 39,838 201,872 - - - 763,374
2019 492,581 45,453 495,1093 - - - 1,033,143
2020 517,389 59,294 - - 58,300 - 634,983
2021 535,999 30,173 - - 78,619 - 644,791
2022 479,720 29,486 - - 75,035 - 584,241
2023 493,136 27,037 - - 78,258 - 598,431
1 2015 CEO’s salary is the sum of Mr. des Pallieres' salary for the period January to June and of Mr. Michelotti's salary for the period
July to December.
2 In relation to performance in 2016 and 2015, the CEO used the entire amount of the bonus to buy at market price newly issued
company shares on 22 September 2017.

3 2019 Annual bonus is a sum of Mr Michelotti’s bonus of $112,140 and welcome bonus for Mr Khallouf equivalent in value of
5,500,000 ordinary shares based on share’s price of £0.0525. Welcome bonus for Mr Khallouf was provided in May 2020 based on
share’s price of £0.03. Respective correction of the bonus reserve equivalent to $185,000 was recognised through share premium
account in 2020.
46
In 2023, the Remuneration Committee, after consultation with the CEO, have decided to postpone any variable
performance related bonus for the year ended 31 December 2023.
The annual bonus received by the CEO as a percentage of the maximum opportunity is presented in the
following table.
Year CEO CEO single figure of total Annual bonus pay-out against
remuneration $ maximum opportunity %
2023 Mr. Khallouf 598,431 -
2022 Mr. Khallouf 584,241 -
2021 Mr. Khallouf 644,791 -
2020 Mr. Khallouf 634,983 -
2019 Mr. Khallouf1 444,465 -
Mr. Michelotti 588,678 10
2018 Mr. Michelotti 763,374 32
2017 Mr. Michelotti 651,553 12
2016 Mr. Michelotti 712,937 222
2015 Mr. Michelotti 502,021 273
Mr. des Pallieres 189,507 -
2014 Mr. des Pallieres 426,167 -
Mr. Barron 280,2984 -
2011 Mr. des Pallieres5 273,201 -
Mr. Barron 395,984 -
2010 Mr. Barron 547,067 -
2009 Mr. Barron6 707,085 67
Percentage change in the remuneration of the Chief Executive
The following table shows the percentage change in the remuneration of the Chief Executive in 2023 and
2022 compared to that of all employees within the Group.
Average
2023 2022
$’000 $’000 change, %
Base salary CEO 493 480 3%
All employees7 1,805 1,897 -5%
Taxable benefits CEO 105 104 1%
All employees 119 125 -5%
Annual Bonus CEO - - -
All employees - - -
Total CEO 598 584 2%
All employees 1,924 2,022 -5%
1 Includes a welcome bonus for Mr Khallouf equivalent in value of 5,500,000 ordinary shares based on share’s price of £0.0525.
2 Mr Michelotti undertook to use the entire bonus to buy company’s share at market price in order to leave the Company cash
neutral.
3 Year-end performance-based bonus was an alternative to an up-front sign-on bonus. Mr Michelotti use the entire bonus to buy
company’s share at market price on 22 September 2017.

4 $280,298 paid as fees, pension, and loss of office.
5 From 1 August, 2011.
6 From 19 March 2009.
7 All employees mean all employees of the Group, including CEO and other Directors (note 12, page 94).
47
In 2023 none of the directors participated in long-term incentive schemes.

In 2023 there was no increase in executive and non-executive directors' salary in base currency. The difference
in pay represents the change in exchange rate between the base currency and USD as a reporting currency.
Percentage change in Non-Executive director remuneration
Michel Meeùs All employees
2023 2022 % change % change

$’000 $’000 2023 - 2022 2023 – 2022
Base salary/fees 89,000 89,000 - -5%
Taxable benefits (including pensions) - - - -5%
Annual bonus - - - 0%
Total 89,000 89,000 - -4.8%
Lilia Jolibois All employees

$’000 $’000 2023 - 2022 2023 - 2022
Base salary/fees 48,000 48,000 - -5%
Total 48,000 48,000 - -4.8%
Jacques Mahaux All employees

$’000 $’000 2023 - 2022 2023 - 2022
Base salary/fees 43,000 43,000 - -5%
Total 43,000 43,000 - -4.8%
Gilbert Lehmann All employees

$’000 $’000 2023 - 2022 2023 - 2022
Base salary/fees 38,000 38,000 - -5%
Total 38,000 38,000 - -4.8%
48
Relative importance of spend on pay

The table below compares shareholder distributions (i.e. dividends and share buybacks) and total employee
pay expenditure of the Group for the financial years ended 31 December 2022 and 31 December 2023.
2023 2022
Year-on-year change, %
$’000 $’000
All-employee remuneration 1,924 2,022 -5%
Distributions to shareholders - - -
Shareholder voting at the Annual General Meeting

The Directors’ Remuneration Policy was approved by shareholders at the Annual General Meeting held on
25 June 2021 and remains unchanged. The Remuneration Policy can be found on the Group’s website and at
pages 50 to 63 of this Annual Report on Remuneration. The votes cast by proxy were as follows:
Directors’ Remuneration Policy Number of votes % of votes cast

For 100,135,172 82.19
Against 21,693,116 17.81
Total votes cast 121,828,288 100.00
Number of votes withheld 0
The Directors’ Annual Report on Remuneration is approved by shareholders at each Annual General Meeting.
A summary of the votes cast by proxy in 2023 and 2022 were as follows:
2023 2022
Director’s Annual Report Number of votes % of votes cast Number of votes % of votes
on Remuneration cast
For 105,995,725 99.97 83,255,878 91.89
Against 26,984 0.03 7,348,465 8.11
Total votes cast 106,022,709 90,604,343 100.00
Number of votes withheld 0 5,234
Implementation of Remuneration Policy in 2023

The performance related elements of remuneration remain unchanged and will be built around a scorecard
with a set of KPI’s aligned with the Group strategy. The Remuneration Policy can be found on the Group’s
website and at pages 50 to 63 of this Annual Report on Remuneration.
Approval
The Directors’ Annual Report on Remuneration was approved by the Board on 07 May 2024 and signed on its
behalf by:
Michel Meeùs
Chairman
07 May 2024
49
Directors’ Remuneration Policy
 Introduction
This Directors’ Remuneration Policy (the “Policy”) contains the information required to be set out as the
directors’ remuneration policy for the purposes of The Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013.
The Policy was approved by shareholders at the 2021 AGM of the Company. The Remuneration Committee
is not proposing to make any changes to the existing Policy however in line with industry best practice and
the three-year Policy cycle the Company will be seeking shareholder approval at this year’s AGM. The
effective date of this Policy is the date on which the Policy is approved by shareholders.
The Policy applies in respect of all executive officers appointed to the Board of Directors (“executive
directors”) and non-executive directors. Other senior executives may be subject to the Policy, including in
relation to annual bonus and shares incentive arrangements in particular if and to the extent that the
Remuneration Committee determines it is appropriate.
The Remuneration Committee will keep the Policy under review to ensure that it continues to promote the
long-term success of the Company by giving the Company its best opportunity of delivering on the business
strategy. It is the Remuneration Committee’s intention that the Policy be put to shareholders for approval
every three years unless there is a need for the Policy to be approved at an earlier date.
The Company aims to provide sufficient flexibility in the Policy for unanticipated changes in compensation
practices and business conditions to ensure the Remuneration Committee has appropriate discretion to
retain its top executives who perform. The Remuneration Committee reserves the right to approve any
payments that may be outside the terms of this Policy, where the terms of that payment were agreed before
the Policy came into effect, or before the individual became a director of the Company.
Maximum caps are provided to comply with the required legislation and should not be taken to indicate an
intent to make payments at that level. The maximum caps are valid at the time that the relevant employment
agreement or appointment letter is entered into and the caps may be adjusted to take into account
fluctuations in exchange rates.
 Remuneration policy table: executive directors
Purpose and link to

Component strategy Maximum opportunity Operation and performance measures
Salary and To provide fixed The maximum annual Salary is paid on a monthly basis.
Fees remuneration at an base combined salary The Remuneration Committee takes into
appropriate level, and fees for executive account a number of factors when
to attract and retain directors is €440,0001. setting salaries including:
directors as part of The Remuneration  scope and difficulty of the role;
the overall Committee will
compensation  skills and experience of the individual;
consider the factors
package. set out under the  salary levels for similar roles within
"Operation" column the international industry; and
when determining the  pay and conditions elsewhere in the
appropriate level of Group. Salaries are reviewed on an
base salary within the annual basis, but are not necessarily
increased at each review.
 1 Please note that the salary of the CEO for 2023 remains at €440,000.
50
Purpose and link to

formal Policy No performance measures.
maximum.
Annual Bonus To incentivise and The maximum award is The payment of any bonus is at the
reward the 125% of combined discretion of the Board with reference to
achievement of base salary and fees. the performance year.
individual and  The Remuneration Committee sets, in
business objectives advance, a scorecard with a set of Key
which are key to Performance Indicators ("KPIs")
the delivery of the aligned with the Company's strategy.
Company's business The measures and the relative
strategy. weightings are substantiated by the
Remuneration Committee and aim to
be stretching and to support the
Company's business strategy.
Measures are related to Company
financial performance, operational
performance and the Company’s
health and safety record. In general,
relative weightings of each KPI are
expected not to exceed 50% and not
to be less than 10%.
 The Remuneration Committee retains
the flexibility to determine and, if it
considers appropriate, change the
KPIs and weightings of the KPIs based
on the outcome of its annual review.
The Remuneration Committee may
also adjust KPIs during the year to
take account of material events, such
as (without limitation) material
corporate events, changes in
responsibilities of an individual and/
or currency exchange rates. Any such
changes will be within the overall
target and maximum payouts
approved in the policy.
 The KPI targets and specific
weightings in the scorecard are
defined annually early in the year,
once the budget has been approved. A
summary of the KPI targets,
weightings for the KPIs and how far
the KPIs are met will be included
retrospectively each year in the
Implementation Report for the year.
 All bonuses that may become payable
are subject to malus and clawback
provisions in the event of material
51
Purpose and link to

financial misstatement of the
Company or fraud or material
misconduct on the part of the
executive, as explained further below.
 50% of the bonuses that may become
payable must be applied to subscribe
for or acquire shares in the Company
(after the deduction of any income tax
and/ or employee social security
contributions payable). The Company
is proposing to adopt and operate a
Deferred Bonus Plan as a framework
plan for the delivery of shares to
executives, which may be satisfied by
the issue of new shares or transfer of
existing or treasury shares.
 The Remuneration Committee will
determine whether the remainder of
the bonus shall be paid in cash or
must be applied to subscribe for or
acquire shares (after the deduction of
any income tax and/ or employee
social security contributions payable).
In making its determination as to how
the remainder of the bonus shall be
paid, the Remuneration Committee
may take into account: profitability of
the Company; the executive's
shareholding as measured against any
Company shareholding guidelines;
potential liabilities of the recipients to
income tax and social security
contributions, among other things.
Additional shares representing the
value of dividends payable on the
deferred shares may be paid.
 The Remuneration Committee may
impose holding periods of up to three
years on any of the shares delivered
pursuant to the annual bonus plan.
 There are no prescribed minimum
levels of performance in the annual
bonus structure and so it is possible
that no bonus award would be made.
Share To incentivise, Awards can be made The Company has adopted and operates
Incentive retain and reward under the PSP with a the 2018 Performance Share Plan ("PSP")
Arrangements eligible employees value of up to a to replace the 2008 Performance Share
and align their maximum of 200% of Plan. The PSP offers the opportunity to
52
Purpose and link to

interests with those base salary and fees or earn shares in the Company subject to
of the shareholders 300% in exceptional the achievement of stretching but
of the Company. circumstances. realistic performance conditions.
Performance conditions will be a main
feature of the PSP.
The PSP will be administered by the
 Awards can be made under the PSP at
the direction of the Remuneration
Committee within the policy
maximum in the form of contingent
share awards.
 PSP awards will have a minimum
vesting period of 3 years and, for
directors, the PSP awards have a
further holding period of 2 years
following the end of the vesting
period (subject to any number of
shares that may need to be sold to
meet any income tax and employee
social security contributions due on
vesting).
 The Remuneration Committee will
develop clear KPIs that aim to align
directors with Company strategy over
time periods in excess of one financial
year. Any performance measures and
targets used for share incentive
awards during 2019 will be relevant
and stretching in line with the overall
strategy of the Company.
 The Remuneration Committee may
adjust or change the PSP measures,
targets and weightings for new
awards under the PSP to ensure
continued alignment with Company
strategy.
 PSP awards are subject to malus and
clawback in the event of material
financial misstatement of the
Company or fraud or material
misconduct on the part of the
executive.
 Upon vesting of an award, the award
holder must pay the nominal value in
respect of each share that vests.
 PSP Awards will normally lapse where
the award holder ceases employment
53
Purpose and link to

with the Company before vesting. PSP
Awards will not lapse and will vest
immediately if the award holder is
considered to be a Good Leaver
(leaves due to death or disability)
subject to the Remuneration
Committee being satisfied that
performance conditions have been
satisfied or are likely to be satisfied as
at the end of the relevant
performance period. In other
circumstances, the Remuneration
Committee may determine that
awards will not lapse and will
continue to vest at their normal
vesting date, subject to pro-ration to
reflect the period of service during the
performance period and performance
conditions. The Remuneration
Committee has residuary discretions
to disapply pro ration and bring
forward the date of vesting.
 In the event of a change of control of
the Company, if the acquiring
company agrees, awards will be
exchanged for equivalent awards over
shares in the acquiring company and
continue to vest according to the
original vesting schedule. If the
acquiring company does not agree to
exchange the awards, the awards will
vest at the Committee's absolute
discretion. Awards that vest will be
subject to time pro-ration and
performance conditions.
 Benefits under the PSP will not be
pensionable.
 The PSP Plan Limits are set out at Note
2.4 below.
Pension To provide a Any pension benefits No performance measures.

retirement benefit will be set at an
that will foster appropriate level in
loyalty and retain line with market
experienced practice, and in no
executive directors. event will the
contributions paid by
54
Purpose and link to

the Company exceed
15% of combined base
salary and fees.
Benefits To provide a market Any benefits will be set  The executive directors are entitled to
competitive level of at an appropriate level private medical insurance and life
benefits to in line with market assurance cover (of four times the
executive directors. practice, and in no combined salary and fee) and
event will the value of directors' and officers' liability
the benefits exceed insurance.
15% of combined base  The Remuneration Committee may
salary and fees. decide to provide other benefits
commensurate with the market. Such
benefits may include (for instance)
company car or allowance, physical
examinations and medical support,
professional advice, assistance with
filling out tax returns and occasional
minor benefits. A tax equalisation
payment may be paid to an executive
director if any part of the
remuneration of the executive
director becomes subject to double
taxation. Tax gross ups may be paid,
where appropriate. The Company
does not, at present, provide other
taxable benefits to the executive
directors.
 Executive directors are reimbursed for
reasonable business expenses
incurred in the course of carrying out
their duties.
 No performance measures.
55
Notes to the executive directors' remuneration policy table
The Remuneration Committee's philosophy is that remuneration arrangements should be appropriately

positioned to support the Group's business strategy over the longer term and the creation of value for
shareholders. In this context the following key principles are considered to be important:
- remuneration arrangements should align executive and employee interests with those of
shareholders;
- remuneration arrangements should help retain key executives and employees; and
- remuneration arrangements should incentivise executives to achieve short, medium and long-term
business targets which represent value creation for shareholders. Targets should relate to the
Group's performance in terms of overall revenue and profit and the executive's own performance.
Exceptional rewards should only be delivered if there are exceptional returns.
The Remuneration Committee reserves the right to make any remuneration payments (including satisfying
awards of variable remuneration) and payments for loss of office notwithstanding that they are not in line
with the Policy set out above, where the terms of that payment were agreed before the Policy came into
effect, or before the individual became a director of the Company (provided the payment was not in
consideration for the individual becoming a director).
 Performance measures and targets
(a) Annual Bonus
The performance measures for executive directors comprise of financial measures and
business goals linked to the Company's strategy, which could include financial and non-
financial measures. The business goals are tailored to reflect each executive director's role
and responsibilities during the year. The performance measures are chosen to enable the
Remuneration Committee to review the Company's and the individual's performance against
the Company's business strategy and appropriately incentivise and reward the executive
directors.
Annual bonus targets are set by the Remuneration Committee each year. They are stretching
but realistic targets which reflect the most important areas of strategic focus for the
Company. The factors taken into consideration when setting targets include the Company's
Key Performance Indicators (which are determined annually by the Remuneration
Committee), and the extent to which they are under the control or influence of the executive
whose remuneration is being determined.
Performance is measured over the financial year against the measures and targets set
according to the scorecard. The Remuneration Committee retains the right to exercise its
judgement to adjust the bonus outcome for an individual to ensure the outcome reflects any
other aspects of the Company's performance that become relevant during the financial year.
The Remuneration Committee used Company operational and financial performances and
safety as performance measures for the 2020 scorecard. For years following 2020, the
structure of the annual bonus scorecard will be reviewed by the Remuneration Committee.
56
2023 Annual bonus scorecard measures for executive director
40% weighting 50% weighting

Company financial performance, including cash targets and
Operational performance, such as profit targets.
production, sales, geographical
diversification, and starting new projects.
10% weighting
Indicators of health and safety to
promote the effective risk management
of the Company.
(b) Share Plans
The Remuneration Committee will make the vesting of a Plan award conditional upon the
satisfaction of stretching but realistic performance conditions. These conditions are meant
to achieve a long-term alignment of the executives’ remuneration with the interest of the
shareholders.
EBITDA growth, increase of P1 reserves (in millions boe), and changes to the free cash-flow
are the key KPIs to be used by the Remuneration Committee and will be measured over time
periods of three financial years. The performance measures are chosen to align the
performance of participants with the attainment of financial performance targets over the
vesting period of the award. The targets are set by the Remuneration Committee by
reference to the Company's strategy and business plan and the results achieved at the time
of the vest are determined by the Remuneration Committee.
Under the PSP plan rules, the Board may vary a performance target where it considers that
any performance target to which an award is subject is no longer a true or fair measure of
the participant's performance, provided that the Board must act fairly and reasonably and
that the new performance target is materially no more difficult and no less difficult to satisfy
than the original performance target.
 Malus and clawback (applicable to bonuses and share awards)
The Remuneration Committee has the discretion to reduce the bonus before payment or require the
executive director to pay back shares or a cash amount in the event of material financial
misstatement of the Company or fraud or material misconduct on the part of the executive. The
amount that may be clawed back on any such event is limited to the value of the bonus, taking into
account the cash paid and the shares delivered to the executive, taking the value of the shares at the
time of the clawback, less any income tax or employee social security contributions paid on the
bonuses.
 Share ownership guidelines for executives
The Remuneration Committee is planning to implement share ownership guidelines for executive
directors to further align the interests of the executive directors with those of shareholders. The
share ownership guidelines will include an expectation that executive directors build up their
shareholding to 200% of base salary over a period of five years from the later of: the date of adoption
of this policy and the date of appointment.
57
Once the shareholding guideline is reached, executive directors would be expected to maintain it.
The intention would be for the shareholding guideline to be reached through the retention of vested
shares from share plans (e.g. the deferred share element of the annual bonus and shares vested
under the PSP). As such, the Remuneration Committee's discretion may be used to increase the
proportion of an annual bonus to be delivered in shares to assist the executive director in meeting
this guideline. The deferred share mechanism in the annual bonus and the design of the PSP will
assist executive directors in reaching the guidelines. Executive directors will not be expected to top
up their shareholding with personal acquisitions of Company shares outside the usual share plans
described in the Policy. The Remuneration Committee will monitor the executive directors'
shareholdings and may adjust the guideline in special individual and Company circumstances, for
example in the case of a share price fall.
 PSP Plan Limits
The PSP may operate over new issue shares, treasury shares or shares purchased in the market. In
any ten-calendar year period, the Company may not issue (or grant rights to issue) more than:
(a) 10% of the issued ordinary share capital of the Company under the Plan and any other
employee share plan adopted by the Company; and
(b) 5% of the issued ordinary share capital of the Company under the Plan and any other
executive share plan adopted by the Company.
Treasury shares will count as new issue shares for the purposes of these limits unless institutional
investors decide that they need not count. These limits do not include rights to shares which have
been renounced, released, lapsed or otherwise become incapable of vesting, awards that the
Remuneration Committee determines after grant to be satisfied by the transfer of existing shares
and shares allocated to satisfy bonuses (including pursuant to the Deferred Bonus Plan).
 Remuneration throughout the Group
Differences in the Company's pay policy for executive directors from that applying to employees
within the Group generally reflect the appropriate market rate for the individual executive roles.
 Remuneration policy table: non-executive directors
Purpose and link Operation and performance

Component to strategy Maximum opportunity measures
Fees To provide an  The maximum annual fees Non-executive directors receive a
appropriate paid to non-executive standard annual fee, which is paid
reward to attract directors is £50,000 for a on a quarterly basis in arrears.
and retain high- non-executive director Additional fees may also be paid to
calibre role, and £100,000 for the recognise the additional work
individuals with role of Chairman. An performed by members of any
the relevant additional £10,000 will be committees set up by the Board,
skills, knowledge paid to the individual and for the role of chair of a
and experience acting as Chairman of the committee.
to progress the Audit Committee.
Fees are reviewed on an annual
Company basis, but are not necessarily
strategy. increased at each review. Fees are
set at a rate that takes into account:
 market practice for comparative
roles;
58
Purpose and link Operation and performance

Component to strategy Maximum opportunity measures
 the financial results of the
Company;
 the time commitment and duties
involved; and
 the requirement to attract and
retain the quality of individuals
required by the Company.
The remuneration of the non-
executive directors is a matter for
the Board to consider and decide
upon.
There are no performance measures
related to non-executive directors'
fees.
Notes to the Policy Table
The payment policy for non-executive directors is to pay a rate which will secure persons of a suitable calibre.
The remuneration of the non-executive directors is determined by the Board. External benchmarking data
and specialist advisers are used when setting fees, which will be reviewed at appropriate intervals. The
maximum caps are valid at the time that the relevant appointment letter is entered into and the caps may
be adjusted to take into account fluctuations in exchange rates.
Expenses reasonably and wholly incurred in the performance of the role of non-executive director of the
Company may be reimbursed or paid for directly by the Company, as appropriate, and may include any tax
due on the expense.
The non-executive directors' fees are non-pensionable. The non-executive directors have not to date been
eligible to participate in any incentive plans (such as bonuses or share plans); however, the Board considers
that it may be appropriate in the future to enable such participation, subject to suitably stretching
performance thresholds.
Non-executive directors may receive professional advice in respect of their duties with the Company which
will be paid for by the Company. They will be covered by the Company's insurance policy for directors.
 Recruitment
The Company's policy on the recruitment of directors is to pay a fair remuneration package for the role
being undertaken and the experience of the individual being recruited. The Remuneration Committee
will consider all relevant factors, which include the abilities of the individual, their existing remuneration
package, market practice, and the existing arrangements for the Company's current directors.
The Remuneration Committee will determine that any arrangements offered are in the best interests of
the Company and shareholders and will endeavour to pay no more than is necessary.
The Remuneration Committee intends that the components of remuneration set out in the policy tables,
and the approach to the components as set out in the policy tables, will be equally applicable to new
recruits, i.e. salary, annual bonus, share plan awards, pension and benefits for executive directors, and
fees for non-executive directors. However, the Company acknowledges that additional flexibility may be
required to ensure the Company is in the best position to recruit the best candidate for any vacant roles
and, as such, a buy-out arrangement may be required.
59
 Flexibility
The salary and compensation package designed for a new recruit may be higher or lower than that
applying for existing directors. The Remuneration Committee may decide to appoint a new executive
director to the Board at a lower than typical salary, such that larger and more frequent salary increases
may then be awarded over a period of time to reflect the individual's growth in experience within the
role.
Remuneration will normally not exceed those set out in the policy table above. However, to ensure that
the Company can sufficiently compete with its competitors, the Remuneration Committee considers it
important that the recruitment policy has sufficient flexibility in order to attract and appropriately
remunerate the high-performing individuals that the Company requires to achieve its strategy. As such,
the Remuneration Committee reserves discretion to provide a buy-out arrangement and benefits (such
as a sign-on bonus and additional share awards) in addition to those set out in the policy table (or
mentioned in this section) where the Remuneration Committee considers it reasonable and necessary to
do so in order to secure an external appointment (see below for more detail in relation to buy-out
arrangements).
 Buy-out arrangements
The Remuneration Committee retains the discretion to enter into buy-out arrangements to compensate
new hires for incentive awards forfeited in joining the Company. The Remuneration Committee will use
its discretion in awarding and setting any such compensation, which will be decided on a case-by-case
basis and likely on an estimated like-for-like basis. In deciding the appropriate type and quantum of
compensation to replace existing awards, the Remuneration Committee will take into account all
relevant factors, including the type of award being forfeited, the likelihood of any performance measures
attached to the forfeited award being met, and the proportion of the vesting period remaining. The
Remuneration Committee will appropriately discount the compensation payable to take account of any
uncertainties over the likely vesting of the forfeited award to ensure that the Company does not, in the
view of the Remuneration Committee, pay in excess of what is reasonable or necessary.
Compensation for awards forfeited may take the form of a bonus payment or a share award. For the
avoidance of doubt, the maximum amounts of compensation contained in the policy table will not apply
to such buy-out arrangements. The Company has not placed a maximum value on the compensation that
can be paid under this section, as it does not believe it would be in shareholders' interests to set any
expectations for prospective candidates regarding such awards.
 Payments for loss of office
Any compensation payable in the event that the employment of an executive director is terminated will
be determined in accordance the terms of the employment contract between the Company and the
executive, as well as the relevant rules of any share plan and this Policy, and in accordance with the
prevailing best practice.
The Remuneration Committee will consider a variety of factors when considering leaving arrangements
for an executive director and exercising any discretions it has in this regard, including (but not limited to)
individual and business performance during office, the reason for leaving, and any other relevant
circumstances (for example, ill health).
In addition to any payment that the Remuneration Committee may decide to make, the Remuneration
Committee reserves discretion as it considers appropriate to:
(a) pay an annual bonus for the year of departure;
(b) continue providing any benefits for a period of time; and
(c) provide outplacement services.
60
Non-executive directors are subject to one month notice periods prior to termination of service and are
not entitled to any compensation on termination save for accrued fees as at the date of termination and
reimbursement of any expenses properly incurred prior to that date.
 Share plan awards
The treatment of any share award on termination will be governed by the PSP rules.
Under the PSP, outstanding share awards held by an individual who ceases to be a director or employee
of the Company will lapse, unless the cessation is due to death, illness, injury or disability, redundancy,
retirement, the Company ceasing to be a member of the Group or the transfer of an undertaking or part
of an undertaking to a person who is not a member of the Group, or the Board exercises its discretion
otherwise.
Under the PSP, the Board has discretion to decide the period of time for which the award will continue,
and whether any unvested award shall be treated as vesting on the date of cessation of employment or
in accordance with the original vesting schedule, in both cases have regard to the extent to which the
performance targets have been satisfied prior to the date of cessation.
For executive directors, the vesting period will be set by the Remuneration Committee with a minimum
three-year period. The Remuneration Committee will (unless the vesting period is set as a period equal
to or longer than five years) impose a holding period on shares (or awards) so that the executive is not
able to sell the shares that the executive director acquires through the PSP until the fifth anniversary of
the date of the award. The holding period will not apply to the number of shares equivalent in value to
the amount required by the Company or the executive director to fund any income tax and employee
social security contributions due on the vesting of the awards or otherwise in connection with the
awards.
 Executive director employment agreements
This section contains the key employment terms and conditions of the executive directors that could
impact on their remuneration or loss of office payments.
The Company's policy on employment agreements is that executive directors' agreements should be
terminable by either the Company or the director on not more than six months' notice. The employment
agreements contain provision for early termination, among other things, in the event of a breach by the
executive but make no provision for any termination benefits except in the event of a change of control
of the Company, where the executive becomes entitled to a lump sum equal to 24 months' base salary
plus benefits plus (if any), bonus received on termination by the Company. The employment agreements
contain restrictive covenants for a period of 12 months following termination of the agreement. Details
of employment agreements in place as at the date of this report are set out below:
Director Current agreement start date Notice period

F Khallouf 15 November 2019 Six months
Directors' employment agreements are available for inspection at the Company's registered office in
London.
61
 Non-executive directors' letters of appointment
This section contains the key terms of the appointments of non-executive directors that could impact on
their remuneration.
Typically, the non-executive directors are appointed by letter of appointment for an initial term of three
years which may be extended. All non-executive directors are subject to annual re-election by the
Company's shareholders and their appointments may be terminated earlier with one month's prior
written notice (or with immediate effect, in the case of specific serious circumstances such as fraud or
dishonesty). On termination of appointment, non-executive directors are usually only entitled to accrued
fees as at the date of termination together with reimbursement of any expenses properly incurred prior
to that date and the company has no obligation to pay further compensation when the appointment
terminates. Non-executive directors' letters of appointment are available for inspection at the
Company's registered office in London.
Non-executive Director Current agreement start date Term

Michel Meeùs 23 June 2023 Two years
Lilia Jolibois 24 June 2022 Two years
Gilbert Lehmann 23 June 2023 Two years
 Illustration of the Remuneration Policy
The bar charts below show the levels of remuneration that the CEO could earn over the coming year
under the Policy.
CEO: minimum and maximum remuneration
Notes:
I. The remuneration for an "on-target” scenario is purely illustrative as actual remuneration will depend on how
challenging the target is for the relevant year as well as on the financial conditions of the Company
II. The maximum award under the share incentive plan is 200% which can increase up to 300% (400% in the old
policy) in exceptional circumstances
The bar chart shows future possible maximum remuneration.

Pension entitlements were provided in 2023.
62
 Consideration of shareholder views

The Chairman and executive directors of the Company have a regular dialogue with analysts and
substantial shareholders, which includes the subject of directors' remuneration. The outcome of these
discussions is reported to the Board and discussed in detail both there and during meetings of the
The Remuneration Committee will take into account the results of the shareholder vote on remuneration
matters when making future remuneration decisions. The Remuneration Committee remains mindful of
shareholder views when evaluating and setting ongoing remuneration strategy.
 Consideration of employment conditions within the Group
When determining remuneration levels for its executive directors, the Board considers the pay and
employment conditions of employees across the Group. The Remuneration Committee will be mindful
of average salary increases awarded across the Group when reviewing the remuneration packages of the
executive directors.
 Minor changes
The Remuneration Committee may make, without the need for shareholder approval, minor
amendments to the Policy for regulatory, exchange control, tax or administrative purposes or to take
account of changes in legislation.
Michel Meeùs
Chairman
07 May 2024
63
Statement of Directors’ Responsibilities
Statement of Directors’ Responsibilities in respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with
applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have prepared the group and company financial statements in accordance with UK-adopted
International Accounting Standards. In preparing the Company and Group’s financial statements, IAS
Regulation requires that Directors:
 properly select and apply accounting policies;
 make judgements and accounting estimates that are reasonable and prudent;
 present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
 state whether applicable UK-adopted International Accounting Standards have been followed, subject
to any material departures disclosed and explained in the financial statements;
 provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient
to enable users to understand the impact of particular transactions, other events and conditions on
the Company’s and Group’s financial position and financial performance; and
 make an assessment of the Company’s and Group’s ability to continue as a going concern, prepare the
financial statements on the going concern basis unless it is inappropriate to presume that the Company
and Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company and Group’s transactions and disclose with reasonable accuracy at any time the financial position
of the Company and Group and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable law and
regulations, the Directors are also responsible for preparing a Strategic Report, Report of the Directors, Annual
Report on Remuneration, Directors’ Remuneration Policy and Corporate Governance Statement that comply
with that law and those regulations. The Directors are responsible for the maintenance and integrity of the
corporate and financial information and statements included on the Company’s website,
www.cadoganenergysolutions.com. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from legislation in other jurisdictions. The directors'
responsibility also extends to the ongoing integrity of the financial statements contained therein.
64
Statement of Directors’ Responsibilities (continued)
Responsibility Statement of the Directors in respect of the Annual Report

We confirm to the best of our knowledge:
(1) the financial statements, prepared in accordance with UK-adopted International Accounting Standards in
conformity with the requirements of the Companies Act 2006, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the undertakings included in the consolidation as a
whole; and
(2) the Annual Report, includes a fair review of the development and performance of the business and the
position of the Company and the undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face; and
(3) the annual report and the financial statements, taken as a whole, are fair, balanced and understandable,
and provide the information necessary for the shareholders to assess the Group’s position, performance,
business model and strategy.
On behalf of the Board

Michel Meeùs
Chairman
07 May 2024
65
Independent auditor’s report to the members of Cadogan Energy Solutions Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CADOGAN ENERGY SOLUTIONS PLC
Qualified Opinion
We have audited the financial statements of Cadogan Energy Solutions Plc (the ‘Parent Company’) and its
subsidiaries (the Group) for the year ended 31 December 2023 which comprise the Consolidated Income
Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the
Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity, the Company Balance
Sheet, the Company Cash Flow Statement, the Company Statement of Changes in Equity, the Notes to the
Consolidated Financial Statements and the Notes to the Company Financial Statements, including significant
accounting policies. The financial reporting framework that has been applied in their preparation is applicable
law and UK adopted international accounting standards and, as regards the Parent company financial
statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion, except for the effect of the matter described in the Basis for qualified opinion paragraph below:
 the financial statements give a true and fair view of the state of the Group’s and of the Parent
company’s affairs as at 31 December 2023 and of the group’s profit for the year then ended;
 the Group financial statements have been properly prepared in accordance with UK adopted
international accounting standards;
 the Parent Company financial statements have been properly prepared in accordance with UK
adopted international accounting standards and as applied in accordance with the provisions of the
Companies Act 2006; and
 the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for qualified opinion
In February 2019, the Group advanced a Euro 13,385,000 loan to Proger Managers & Partners Srl (“PMP”), a
privately owned Italian company whose only asset is a 72.92% interest in Proger Ingegneria Srl (“Proger
Ingegneria”), a privately owned company which itself held a 67.91% participating interest in Proger S.P.A
(“Proger”) at the date of the loan was advanced.
The loan carries an entitlement to interest at a rate of 5.5% per year, payable at maturity (which is 24 months
after the execution date of February 2019 and assuming that the call option described below was not
exercised). The principal of the loan is secured by a pledge over PMP’s current participating interest in Proger
Ingegneria Srl, up to a maximum guaranteed amount of Euro 13,385,000.
Through the Agreement, the Group was granted a call option to acquire, at its sole discretion, a 33%
participating interest in Proger Ingegneria; the exercise of the option would have given Cadogan, through
Cadogan Petroleum Holdings BV, an indirect 25% interest in Proger. The call option was granted at no
additional cost and could be exercised at any time between the 6th and 24th months following the execution
date of the loan agreement.
The call option was not exercised within the relevant timeframe (February 2021) and consequently in
accordance with the loan agreement the principal amount and any accrued interest became repayable in full.
At that date the Group reclassified the asset from a financial asset held at fair value through profit and loss to
a financial asset held at amortised cost.
In March 2021, PMP requested arbitration to have the loan agreement recognised as an equity investment
contract. In July 2022, the Arbitra Camera in Rome decided to reject the main claim of PMP to recognise the
loan as an equity investment.
In November 2023, the Group initiated a second arbitration to assert its right to restitution and obtain PMP’s
condemnation of the consequent payment.
66
As part of our risk assessment we considered the recoverability of the loan note instrument to be a key audit
matter, and in respect of this matter we:
 made enquiries of management and the Audit Committee regarding the structure of the transaction
and the latest status of legal proceedings;
 obtained and reviewed the original loan documents including the call option agreement;
 obtained loan workings papers and reviewed the accounting entries;
 met with management to obtain an understanding of their assessment of the recoverable amount of
the loan and why management believes no impairment of the carrying value of the loan note is
required;
 discussed with management their understanding of the process of assessing recoverability of the
loan note;
 requested and received information from Cadogan legal advisors on the current legal status and
legal proceedings;
 based on available information to us we critically assessed the ability of the counterparty to repay the
amounts due; and
 reviewed the disclosures in relation to financial instruments including the accounting policy, critical
judgments and estimates and financial instrument disclosures.
Based on the procedures performed above we were unable to obtain sufficient, appropriate audit evidence
regarding the recoverability of the loan note, and accordingly we were also unable to obtain sufficient
appropriate audit evidence to enable us to conclude whether the carrying value of the loan note is materially
accurate.
In 2022, we were not able to obtain sufficient, appropriate audit evidence as to whether the carrying value of
the loan note was materially recoverable as at 31 December 2022 and as a result the audit opinion for the year
ended 31 December 2022 was also qualified in respect of this issue. Consequently, we were unable to
determine what impact this may have on the profit of the Group for the year ended 31 December 2023.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the audit of the financial statements section of our report. We are independent of the Group
in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our qualified opinion. Our audit opinion is consistent
with the additional report to the audit committee.
Our approach to the audit
We tailored the scope of our audit to ensure we performed sufficient work to be able to express an opinion on
the financial statements as a whole, taking into account the structure of the Group and the Company, its
environment, including the group’s system of internal control, and assessing the risks of material misstatement
in the financial statements. We also addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the directors that may have represented a risk of material
misstatement.
The significant majority of the Group’s operations are located in the Ukraine and account for 100% of the
Group’s revenue. We instructed a component audit team in the Ukraine to perform a full scope audit of the
Ukrainian sub-group. In our assessment the group comprises four significant components together with the
Ukrainian sub-group. The audit of the Ukrainian sub-group was performed by Crowe Erfolg in the Ukraine
under the supervision and direction of the Group audit engagement team, as described in more detail below.
The remaining significant components of the Group namely Cadogan Energy Solutions Plc (the Parent
Company), Cadogan Petroleum Holdings Limited and Cadogan Petroleum Holdings B.V. were audited by the
Group audit engagement team.
67
Our involvement with the component auditors
As part of our supervision and direction of the component audit team, we determined the level of involvement
needed in order to be able to conclude whether sufficient appropriate audit evidence has been obtained in
respect of the Ukraine sub-group as a basis for our opinion on the Group financial statements as a whole. Our
involvement with the component auditors included the following:
 We issued detailed Group reporting instructions to the component auditor, which included the
significant areas to be covered by the audit (including areas that were considered to be key audit
matters as detailed below) and set out the information required to be reported to the Group audit team.
 Due to the travel restrictions resulting from the ongoing war in the Ukraine, the Group audit
engagement partner and senior members of the Group audit engagement team were unable to visit
the Ukraine to meet with component management and the component audit team during the audit.
Accordingly, we performed a remote review of the component audit files in the Ukraine using
appropriate technologies and held regular calls and videoconferences with component management
and component audit team during the audit.
 The Group audit team performed reviews of relevant working papers and undertook additional
procedures where necessary in respect of the significant risk areas that represented Key Audit Matters
for the group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the basis for qualified opinion section, we have determined the matters
described below to be the key audit matters to be communicated in our report.
Key Audit Matters How our scope addressed this matter

Valuation of development and production • We critically assessed management’s
assets impairment assessment which was
based on the value in use model (ViU).
Refer to page 85 (Accounting policy) and 97 • We challenged the key judgements and
(note 17 Property, plant and equipment). estimates made by management,
including forecast oil prices and the
As at 31 December 2023 the Group held production output levels.
development and production assets with a • We critically assessed management’s
carrying value of $5.6m (2022: $6.4m). assumptions in estimating the discount
rate used.
Management has performed an impairment • We compared the forecast production
review of development and production assets included in the model to the most recent
and concluded that no impairment is required. reserves geological and economic
evaluation report produced by the
The assessment of the recoverable value of the management’s external expert.
development and production assets • We held calls with the management’s
required judgments and estimates by external expert to discuss the reserves
management regarding the inputs applied in the report and assessed their independence
models including future oil and gas prices, and competence.
production and reserves, operating and • We held discussions with operational
development costs and discount rates. management to evaluate the basis
production forecasts associated with
wells, considered the historical impact of
such activities and evaluated the extent
68
The carrying value of the Group’s development to which appropriate costs were included
and production assets were therefore in the forecasts.
considered to be a key audit matter. • We performed sensitivity analysis on the
impairment model to establish the
impact of possible changes of the key
assumptions.
• We reviewed the adequacy of the
disclosures in the financial statements.
Based on our work performed we consider there

is no material difference between the carrying
value of these assets and their recoverable
amounts.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds
for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures, both individually and in aggregate on the financial
statements as a whole. Based on our professional judgement, we determined materiality for the financial
statements as follows:
The Group The Parent Company

Overall group $570,000 (2022: $725,000) $350,000 (2022: $400,000)
materiality
Basis of 1.5% of total assets (2022: 2% 1.5% of total assets restricted to $350,000 (2022:
determining of total assets) 2% of total assets restricted to $400,000)
materiality
Rationale for the When determining materiality, we determine an appropriate percentage of our chosen
benchmark benchmark, with the choice of an appropriate benchmark as our starting point. We
applied determined that an asset based measure of materiality is appropriate as the Group and
the Company holds significant cash and loan balances and its principal activity is the
exploration and development of oil and gas assets. As a result we concluded that the
asset base is a key financial metric for users of financial statements.
Performance $285,000 (2022: $362,500) $175,000 (2022: $200,000)

materiality
Basis for We use performance materiality to reduce to an appropriately low level the probability
performance that the aggregate of uncorrected and undetected misstatements exceeds overall
materiality materiality. Specifically, we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of
account balances, classes of transactions and disclosures, for example in determining
sample sizes.
Our performance materiality was 50% of overall materiality, amounting to £285,000 for
the Group financial statements and $175,000 for the Company
financial statements.
When considering the level at which to set performance materiality, we considered a
number of factors, including the risk assessment and aggregation risk, the effectiveness
of controls and our knowledge of the business.
We agreed with the Board and Audit Committee that we would report to them misstatements identified during
the audit greater than 5% of overall materiality. We also agreed to report differences below this threshold that,
in our view, warranted reporting on qualitative grounds.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
69
Our evaluation of the directors’ assessment of the Group’s and the Parent Company’s ability to continue to
adopt the going concern basis of accounting included:
 Review of management’s going concern assessment paper and the cash flow forecast prepared by
management and approved by the Board.
 We critically assessed the going concern paper and the forecast taking into account key
assumptions and various scenarios prepared by management and the impact they would have on
the Group’s ability to continue operating on going concern basis.
 We performed sensitivity assessments over the key assumptions in the forecast including the impact
of severe but plausible scenario and severe but unlikely downside scenario, and extending these
beyond the 12 months from the date of approval these financial statements to assess the Group’s
ability to continue as a going concern.
 As part of our sensitivity assessment of these forecast and scenarios we critically assessed the level
of headroom available and the assumptions including, including mitigating actions available to
management, potential geopolitical impacts, oil production, oil prices, operating expenditure and
capital expenditure.
 We compared production forecasts to historical trends and considered the oil price assumptions
against consensus market prices and historical discount levels between Brent oil prices and the local
market. We compared forecast costs with historical expenditure.
 We reviewed the adequacy of the disclosures in the financial statements in respect of going concern
against the requirements of UK-adopted international accounting standards.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s and Parent company's
ability to continue as a going concern for a period of at least twelve months from when the financial statements
are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Emphasis of Matter
We draw attention to Note 3 (b) on page 80 to the financial statements which describes the uncertainty related
to the outcome of the ongoing war in Ukraine. The Group have included various scenarios that take into
account the ongoing war in its cash flow projections. However, due to the unpredictable outcome, length, scale
and extent of the conflict its impact on the Group and the Company cannot be predicted with any certainty.
Our opinion is not modified in respect of this matter.
Other information
The other information comprises all of the information in the Annual Report, other than the financial
statements and our auditors’ report thereon. The Directors are responsible for the other information, which
includes reporting based on the Task Force on Climate-related Financial Disclosures (‘TCFD’)
recommendations. Our opinion on the financial statements does not cover the other information and,
accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this
report, any form of assurance thereon
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether there
is a material misstatement in the financial statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact.
As described in the basis for qualified opinion section of our report, our audit opinion is qualified because we
were unable to obtain sufficient appropriate audit evidence in respect of certain loan receivables. We have
concluded that where the other information refers to these receivables or to related balances or classes of
transactions it may also be materially misstated for the same reason.
70
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Except for the possible effect of the matter described in the basis for the qualified opinion section of our report,
in our opinion, based on the work undertaken in the course of the audit:
 the information given in the Strategic report and the Directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
 the Strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements;
Matters on which we are required to report by exception
Except for the possible effect of the matter described in the basis for the qualified opinion section of our report,
in the light of the knowledge and understanding of the Group and the Parent Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the
Directors’ report.
In respect solely of the limitation on our work relating to certain loan receivables, described above:
 we have not received all the information and explanations we require for our audit; and
 we were unable to determine whether adequate accounting records have been kept by the Parent
Company
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
 returns adequate for our audit have not been received from branches not visited by us; or
 the Parent Company financial statements and the part of the Directors’ remuneration report to be
audited are not in agreement with the accounting records and returns; or
 certain disclosures of Directors’ remuneration specified by law are not made; or
 a corporate governance statement has not been prepared by the Parent Company.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 64, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the Parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the Group or
the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the FRC’s website at

https://wwww.frc.org.uk/auditors/auditor-assurance/auditor-s-responsibilities-for-the-audit-of-the-
fi/description-of-the-auditor's-responsibilities-for
71
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of
the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed
risks of material misstatement due to fraud, through designing and implementing appropriate responses to
those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during
the audit. However, the primary responsibility for the prevention and detection of fraud rests with both
management and those charged with governance of the company.
Based on our understanding of the Group and its operations, we identified the principal risks of non-compliance
with laws and regulations related to the UK and Ukrainian tax legislation, employment and health and safety
regulations, licensing regulations and we considered the extent to which non-compliance might have a material
effect on the financial statements. We also considered those laws and regulations that have a direct impact on
the financial statements such as the Companies Act 2006 and Listing Rules.
 We obtained an understanding of how the Group and the Parent Company complies with these
requirements by discussions with management and those charged with governance;
 Based on this understanding, we designed specific appropriate audit procedures to identify instances
of non-compliance with laws and regulations. This included making enquiries of management and
those charged with governance and obtaining additional corroborative evidence as required.
 We inquired of management and those charged with governance as to any known instances of non-
compliance or suspected non-compliance with laws and regulations.
 We communicated with external legal advisers representing the Group and held calls with
management to enquire about known non-compliance with laws and regulations;
 We performed a review of external press releases;
 We assessed the risk of material misstatement of the financial statements, including the risk of material
misstatement due to fraud and how it might occur, by holding discussions with management and those
charged with governance.
 We challenged assumptions and judgements made by management in relation to the estimates made
in respect of development and production assets.
 Identifying and testing journal entries, in particular any journal entries posted with unusual account
combinations, and unusual users.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that are not closely related to events and transactions
reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,
for example, forgery or intentional misrepresentations, or through collusion.
Other matters which we are required to address
We were appointed by the Board of Directors on 17 February 2023 to audit the financial statements for the
period ended 31 December 2022. Our total uninterrupted period of engagement is two years, covering the
period ended 31 December 2022 and 31 December 2023.
72
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent
Company and we remain independent of the Group and the Parent Company in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the
attention of the company’s members those matters which we are required to include in an auditor’s report
addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any
party other than the company and company’s members as a body, for our work, for this report, or for the
opinions we have formed.
Matthew Banton (Senior Statutory Auditor)

for and on behalf of Moore Kingston Smith LLP, Statutory Auditor
9 Appold Street
London
EC2A 2AP
07 May 2024
73
Consolidated Income Statement
For the year ended 31 December 2023
2023 2022
Notes $’000 $’000
CONTINUING OPERATIONS
Revenues 6 7,550 8,472
Cost of sales 7 (5,391) (5,553)
Gross profit 2,159 2,919
Administrative expenses 8 (3,574) (3,441)

Adjustments of end of concession obligations for E&E assets 16 218 (269)
Reversal of impairment of other assets 9 56 20
Impairment of other assets 9 (49) (27)
Other operating income/(expenses), net 10 25 (3)
Net foreign exchange gain/(losses) 538 (1,131)
Operating loss (627) (1,932)
Finance income, net 13 1,885 372

Profit/(Loss) before tax 1,258 (1,560)
Taxation 14 - -
Profit/(Loss) for the year 1,258 (1,560)
Attributable to:
Owners of the Company 1,259 (1,562)
Non-controlling interest (1) 2
1,258 (1,560)
Earnings/(Loss) per Ordinary share Cents Cents
Basic and diluted 15 0.5 (0.6)
74
Consolidated Statement of Comprehensive Income
2023 2022
$’000 $’000
Profit/(Loss) for the year 1,258 (1,560)
Other comprehensive loss

Items that may be reclassified subsequently to profit or loss:
Unrealised currency translation differences (321) (3,287)
Other comprehensive loss (321) (3,287)
Total comprehensive profit/ (loss) for the year 937 (4,847)
Attributable to:
Owners of the Company 938 (4,849)
Non-controlling interest (1) 2
937 (4,847)
75
Consolidated Balance Sheet
As at 31 December 2023
2023 2022
Notes $’000 $’000
ASSETS
Non-current assets
Intangible exploration and evaluation assets 16 - -
Property, plant and equipment 17 5,768 6,633
Right-of-use assets 23 246 108
Deferred tax asset 22 370 319
6,384 7,060
Current assets
Inventories 19 364 295
Trade and other receivables 20 310 318
Loan receivable at amortised cost 28 17,074 15,825
Cash 21 14,155 13,934
31,903 30,372
Total assets 38,287 37,432
LIABILITIES
Non-current liabilities
Long-term lease liability 23 (148) (28)
Provisions 25 (114) (261)
(262) (289)
Current liabilities
Trade and other payables 24 (1,366) (1,401)
Short-term lease liability 23 (87) (79)
Current provisions 25 (131) (136)
(1,584) (1,616)
Total liabilities (1,846) (1,905)
NET ASSETS 36,441 35,527
EQUITY
Share capital 26 13,832 13,832
Share premium 514 514
Retained earnings 185,803 184,331
Cumulative translation reserves (165,297) (164,976)
Other reserves 27 1,589 1,589
Equity attributable to owners of the Company 36,441 35,290
Non-controlling interest - 237

TOTAL EQUITY 36,441 35,527
The consolidated financial statements of Cadogan Energy Solutions plc, registered in England and Wales no.
05718406, were approved by the Board of Directors and authorised for issue on 07 May 2024. They were
signed on its behalf by:
Fady Khallouf
07 May 2024
The notes on pages 79 to 108 form an integral part of these financial statements.
76
Consolidated Cash Flow Statement
2023 2022
Note $’000 $’000
Operating loss (627) (1,932)
Adjustments for:
Depreciation and depletion of property, plant and equipment, and right-of-use 17,23 821 764
assets
Changes in provision of oil and gas assets 16 (218) 269
Loss on disposal of property, plant and equipment 17 19 -
Impairment/(Reversal of impairment) of inventories 9 44 (20)
Impairment of receivables 9 3 16
Reversal of impairment/(impairment) of VAT recoverable 9,20 (54) 11
Effect of foreign exchange rate changes (538) 1,131
Operating cash outflow/(inflow) before movements in working capital (550) 239
Increase in inventories (131) (155)

Increase in receivables (127) (946)
Decrease/(increase) in payables 238 (197)
Cash used by operations (570) (1,059)
Interest received - 185
Net cash outflow from operating activities (570) (874)
Investing activities
Purchases of property, plant and equipment (58) (93)
Purchases of intangible exploration and evaluation assets - -
Interest received 796 97
Net cash generated in investing activities 738 4
Net increase/(decrease) in cash 168 (870)

Effect of foreign exchange rate changes 53 (207)
Cash at beginning of year 13,934 15,011
Cash at end of year 14,155 13,934
77
Consolidated Statement of Changes in Equity
Equity
Share Cumulative attributable Non-
Share premium Retained translation Other to owners of controlling
capital account earnings reserves reserves the interest Total
$’000 $’000 $’000 $’000 $’000 Company $’000 $’000
As at 1 January 2022 13,832 514 185,893 (161,689) 1,589 40,139 235 40,374
Net loss for the year - - (1,562) - - (1,562) 2 (1,560)
Other comprehensive - - - (3,287) - (3,287) - (3,287)
profit/loss
Total comprehensive - - (1,562) (3,287) - (4,849) 2 (4,847)
profit/loss for the year
As at 1 January 2023 13,832 514 184,331 (164,976) 1,589 35,290 237 35,527
Net income for the year - - 1,259 - - 1,259 (1) 1,258
Other comprehensive - - - (321) - (321) - (321)
profit/loss
Total comprehensive - - 1,259 (321) - 938 (1) 937
profit/ (loss) for the year
Acquisition of non- - - 213 - - 213 (236) (23)
controlling interests
As at 31 December 2023 13,832 514 185,803 (165,297) 1,589 36,441 - 36,441
78
Notes to the Consolidated Financial Statements
1. General information
Cadogan Energy Solutions plc (the “Company”, together with its subsidiaries the “Group”), is registered in
England and Wales under the Companies Act 2006. The address of the registered office is 6th Floor, 60
Gracechurch Street, London EC3V 0HR.
The Group principal activity has been up to now oil and gas exploration, development and production; the
Group also conducts gas trading and provides services to other E&P operators. The strategy of the Group is
to expand its activities along the energy value chain, beyond current activities to new forms of energy with a
reduced impact on the environment.
The Company’s shares have a standard listing on the Official List of the UK Listing Authority and are traded
on the Main Market of the London Stock Exchange.
2. Adoption of new and revised Standards

New IFRS accounting standards, amendments and interpretations effective from 1 January 2023
The disclosed policies have been applied consistently by the Group for both the current and previous financial
year with the exception of the new standards adopted.
The IFRS financial information has been drawn up on the basis of accounting policies consistent with those
applied in the financial statements for the year to 31 December 2022, except for the following:
(a) IFRS 17 Insurance Contracts;
(b) Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative
Information;
(c) Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of
Accounting Policies;
(d) Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of
Accounting Estimates;
(e) Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction; and
(f) Amendments to IAS 12 Income taxes: International Tax Reform – Pillar Two Model Rules (effective
immediately– disclosures are required for annual periods beginning on or after 1 January 2023).
The application of the above standards has had no impact on the disclosures or the amounts recognised in the
Group's consolidated financial statements.
New IFRS accounting standards, amendments and interpretations not yet effective
Below is a list of new and revised IFRSs that are not yet mandatorily effective (but allow early application) for
the year ended 31 December 2023 and have not been early adopted by the Group. These standards are not
expected to have a material impact on the Group in the future reporting periods and on foreseeable future
transactions.
IFRS accounting standards Effective periods
beginning on or after
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as

01 January 2024
Current or Non-current and Non-current Liabilities with Covenants
Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback 01 January 2024
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments:
01 January 2024
Disclosures: Supplier Finance Arrangements
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of
01 January 2025
Exchangeability
79
Notes to the Consolidated Financial Statements (continued)
3. Significant accounting policies

(a) Basis of accounting
The financial statements have been prepared in accordance with UK-adopted International Accounting
Standards in conformity with the requirements of the Companies Act 2006, applicable to companies reporting
under IFRS.
The financial statements have been prepared on the historical cost convention basis.
The principal accounting policies adopted are set out below:
(b) Going concern
The Group’s cash balance at 31 December 2023 was $14.2million (2022: $13.9 million). The Directors consider
that the funds available at the date of the issue of these financial statements are sufficient for the Group to
manage its business risks and planned investments successfully and meet its ongoing liabilities as they full due
for at least twelve months from the date of signing of these financial statements.
The Directors’ have carried out a robust assessment of the principal risks facing the Group.
The Group’s forecasts and projections, taking into account reasonably possible changes in trading activities,
operational performance, flow rates for commercial production and the price of hydrocarbons sold to Ukrainian
customers, show that there are reasonable expectations that the Group will be able to operate on funds
currently held and those generated internally, for the foreseeable future.
Notwithstanding the Group’s current financial performance and position, the Board are cognisant of the actual
risks related to the war situation in Ukraine. The Board has considered possible reverse stress case scenarios
for the impact on the Group’s operations, financial position and forecasts. Whilst the potential future impacts
of the invasion of Ukraine by Russia are unknown, the Board has considered operational disruption that may
be caused by the factors such as a) restrictions applied by governments, illness amongst our workforce and
disruption to supply chain and sales channels; b) market volatility in respect of commodity prices associated in
addition to military and geopolitical factors.
In addition to sensitivities that reflect future expectations regarding country, commodity price and currency
risks that the Group may encounter reverse stress tests have been run to reflect possible negative effects of
the war in Ukraine. The Group’s forecasts demonstrate that owing to its cash resources the Group is able to
meet its operating cash flow requirements and commitments whilst maintaining significant liquidity for a period
of at least the next 12 months from the date of signing of these financial statements allowing for sustained
reductions in commodity prices and extended and severe disruption to operations should such a scenario occur.
After making enquiries and considering the uncertainties described above, the Directors have a reasonable
expectation that the Company and the Group have adequate resources to continue in operational existence for
the foreseeable future and consider the going concern basis of accounting to be appropriate and, thus, they
continue to adopt the going concern basis of accounting in preparing the annual financial statements.
(c) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries) made up to 31 December each year. IFRS 10 defines control to be
investor control over an investee when it is exposed, or has rights, to variable returns from its involvement with
the investee and has the ability to control those returns through its power over the investee. The results of
subsidiaries disposed of during the year are included in the consolidated income statement from the effective
date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are
made to the financial statements of subsidiaries to bring accounting policies used into line with those used by
the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
80
3. Significant accounting policies (continued)

(c) Basis of consolidation (continued)
Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Those
interests of non-controlling shareholders that are present ownership interests entitling their holders to a
proportionate share of net assets upon liquidation may be initially measured at fair value or at the non-
controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice
of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially
measured at fair value.
Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at
initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total
comprehensive income is attributed to non-controlling interests even if this results in the non-controlling
interests having a deficit balance.
Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity
transactions. The carrying amount of the Group’s interests and the non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which
the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised
directly in equity and attributed to the owners of the Company.
(d) Investments in joint ventures
Financial statements of equity-accounted entities are prepared for the same reporting year as the Group. The
Group assesses investments in equity-accounted entities for impairment whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. In doing so, the Group applies the
criteria of IFRS 6 ‘Exploration for and evaluation of mineral resources’ as the joint venture holds exploration
phase assets. If any such indication of impairment exists, the carrying amount of the investment is compared
with its recoverable amount, being the higher of its fair value less costs of disposal and value in use. If the
carrying amount exceeds the recoverable amount, the investment is written down to its recoverable amount.
The Group ceases to use the equity method of accounting from the date on which it no longer has joint control
over the joint venture or significant influence over the associate, or when the interest becomes classified as an
asset held for sale.
(e) Revenue recognition
Revenue from contracts with customers is recognized when or as the Group satisfies a performance obligation
by transferring a promised good or service to a customer. A good or service is transferred when the customer
obtains control of that good or service. Revenue is measured based on measurement principles of IFRS 15 and
represents amounts receivable for hydrocarbon products and services provided in the normal course of
business, net of value added tax (‘VAT’) and other sales-related taxes, excluding royalties on production.
Royalties on production are recorded within cost of sales.
The crude oil produced by the upstream operations is sold to external customers. Revenue from the sale of
crude oil is recognised at the point in time when control of the product is transferred to the customer, which is
typically when goods are despatched, and title has passed. The Group despatches oil at the production point
(EXW incoterms) therefore the Group has no transportation and shipping costs associated with the transfer of
the product to the customer.
The Group’s sales of crude oil are priced based on the consideration specified in contracts with customers based
on a conducted tender result on the opened tender platform. Invoices are typically paid at the day of product
despatch.
81

E&P and Trading business segments
The transfer of control of hydrocarbons usually coincides with title passing to the customer and the customer
taking physical possession as the product passes a physical point such as a designated point in the pipeline for
the sale of gas or loading point in the case of oil. The Group principally satisfies its performance obligations at
a point in time.
To the extent that revenue arises from test production during an evaluation programme, an amount is credited
to evaluation costs and charged to cost of sales, to reflect a zero-net margin.
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest
rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected
life of the financial asset to that asset’s net carrying amount on initial recognition.
(f) Foreign currencies
The functional currency of the Group’s Ukrainian operations is Ukrainian Hryvnia. The functional currency of
the Group’s UK subsidiaries and the parent company is US Dollar. The Group’s presentational currency is US
Dollar accordingly.
In preparing the financial statements of the individual companies, transactions in currencies other than the
functional currency of each Group company (‘foreign currencies’) are recorded in the functional currency at the
rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and
liabilities that are denominated in foreign currencies are retranslated into the functional currency at the rates
prevailing on the balance sheet date. Non-monetary assets and liabilities carried at fair value that are
denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was
determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not
retranslated. Foreign exchange differences on cash are recognized in operating profit or loss in the period in
which they arise.
Exchange differences are recognized in the profit or loss in the period in which they arise except for exchange
differences on monetary items receivable from or payable to a foreign operation for which settlement is neither
planned nor likely to occur. This forms part of the net investment in a foreign operation, which is recognized in
the foreign currency translation reserve and in profit or loss on disposal of the net investment.
For the purpose of presenting consolidated financial statements, the results and financial position of each entity
of the Group, where the functional currency is not the US dollar, are translated into US dollars as follows:
i. assets and liabilities of the Group’s foreign operations are translated at the closing rate on the
balance sheet date;
ii. income and expenses are translated at the average exchange rates for the period, where it
approximates to actual rates. In other cases, if exchange rates fluctuate significantly during that
period, the exchange rates at the date of the transactions are used; and
iii. all resulting exchange differences arising, if any, are recognised in other comprehensive income
and accumulated equity (attributed to non-controlling interests as appropriate), transferred to the
Group’s translation reserve. Such translation differences are recognised as income or as expenses
in the period in which the operation is disposed of.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and
liabilities of the foreign entity and translated at the closing rate.
The relevant exchange rates used were as follows:
Year ended 31 December 2023 Year ended 31 December 2022
GBP/USD EURO/USD USD/UAH GBP/USD EURO/USD USD/UAH
Closing rate 1.2732 1.1038 38.3480 1.2104 1.0708 37.0663
Average rate 1.2440 1.0817 37.0867 1.2372 1.0539 32.4569
82

(g) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as
reported in the consolidated income statement because it excludes items of income or expense that are taxable
or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the
balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable profit. This is accounted for using the balance sheet liability method. Deferred tax liabilities are generally
recognized for all taxable temporary differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are
recognized for taxable temporary differences arising on investments in subsidiaries and associates, and
interests in joint ventures, except where the Group is able to control the reversal of the temporary difference
and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability
is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt
with in other comprehensive income.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and
the Group intends to settle its current tax assets and liabilities on a net basis.
In case of the uncertainty of the tax treatment, the Group assess, whether it is probable or not, that the tax
treatment will be accepted, and to determine the value, the Group use the most likely amount or the expected
value in determining taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates.
(h) Other property, plant and equipment
Property, plant and equipment (‘PP&E’) are carried at cost less accumulated depreciation and any recognized
impairment loss. Depreciation and amortisation is charged so as to write-off the cost or valuation of assets,
other than land, over their estimated useful lives, using the straight-line method, on the following bases:
Other PP&E 10% to 30%
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 income.
(i) Right-of-use assets
The Group leases various offices, equipment, wells, and land. Contracts may contain both lease and non-lease
components. The Group allocates the consideration in the contract to the lease and non-lease components
based on their relative stand-alone prices.
Assets arising from a lease are initially measured on a present value basis.
83
Right-of-use assets are measured at cost comprising the following:

● the amount of the initial measurement of lease liability,
● any lease payments made at or before the commencement date less any lease incentives received,
● any initial direct costs, and
● costs to restore the asset to the conditions required by lease agreements.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a
straight-line basis.
(j) Intangible exploration and evaluation assets
The Group applies the modified full cost method of accounting for intangible exploration and evaluation (‘E&E’)
expenditure, which complies with requirements set out in IFRS 6 Exploration for and Evaluation of Mineral
Resources. Under the modified full cost method of accounting, expenditure made on exploring for and
evaluating oil and gas properties is accumulated and initially capitalized as an intangible asset, by reference to
appropriate cost centres being the appropriate oil or gas property. E&E assets are then assessed for impairment
on a geographical cost pool basis, which are assessed at the level of individual licences.
E&E assets comprise costs of (i) E&E activities which are in progress at the balance sheet date, but where the
existence of commercial reserves has yet to be determined (ii) E&E expenditure which, whilst representing part
of the E&E activities associated with adding to the commercial reserves of an established cost pool, did not
result in the discovery of commercial reserves.
Costs incurred prior to having obtained the legal rights to explore an area are expensed directly to the income
statement as incurred.
Exploration and Evaluation costs
E&E expenditure is initially capitalised as an E&E asset. Payments to acquire the legal right to explore, costs of
technical services and studies, seismic acquisition, exploratory drilling, and testing are also capitalised as
intangible E&E assets.
Tangible assets used in E&E activities (such as the Group’s vehicles, drilling rigs, seismic equipment and other
property, plant and equipment) are normally classified as PP&E. However, to the extent that such assets are
consumed in developing an intangible E&E asset, the amount reflecting that consumption is recorded as part
of the cost of the intangible asset. Such intangible costs include directly attributable overheads, including the
depreciation of PP&E items utilised in E&E activities, together with the cost of other materials consumed during
the exploration and evaluation phases.
E&E assets are not amortised prior to the conclusion of appraisal activities.
Treatment of E&E assets at conclusion of appraisal activities
Intangible E&E assets related to each exploration property are carried forward, until the existence (or
otherwise) of commercial reserves has been determined. If commercial reserves have been discovered, the
related E&E assets are assessed for impairment on individual assets basis as set out below and any impairment
loss is recognized in the income statement. Upon approval of a development programme, the carrying value,
after any impairment loss, of the relevant E&E assets is reclassified to the development and production assets
within PP&E.
Intangible E&E assets which relate to E&E activities that are determined not to have resulted in the discovery
of commercial reserves remain capitalised as intangible E&E assets at cost less accumulated amortization,
subject to meeting a pool-wide impairment test in accordance with the accounting policy for impairment of
E&E assets set out below.
84
Impairment of E&E assets

E&E assets are assessed for impairment when facts and circumstances suggest that the carrying amount may
exceed its recoverable amount. Such indicators include, but are not limited to those situations outlined in
paragraph 20 of IFRS 6 Exploration for and Evaluation of Mineral Resources such as, a) license expiry during year
or in the near future and will not likely to be renewed; b) expenditure on E&E activity neither budgeted nor
planned; c) commercial quantities of mineral resources have been discovered; and d) sufficient data exist to
indicate that carrying amount of E&E asset is unlikely to be recovered in full from successful development or
sale.
Where there are indications of impairment, the E&E assets concerned are tested for impairment. Where the
E&E assets concerned fall within the scope of an established full cost pool, which are not larger than an
operating segment, they are tested for impairment together with all development and production assets
associated with that cost pool, as a single cash generating unit.
The aggregate carrying value of the relevant assets is compared against the expected recoverable amount of
the pool, generally by reference to the present value of the future net cash flows expected to be derived from
production of commercial reserves from that pool. Where the assets fall into an area that does not have an
established pool or if there are no producing assets to cover the unsuccessful exploration and evaluation costs,
those assets would fail the impairment test and be written off to the income statement in full.
Impairment losses are recognized in the income statement and are separately disclosed.
(k) Development and production assets
Development and production assets are accumulated on a field-by-field basis and represent the cost of
developing the commercial Reserves discovered and bringing them into production, together with E&E
expenditures incurred in finding commercial Reserves transferred from intangible E&E assets.
The cost of development and production assets comprises the cost of acquisitions and purchases of such assets,
directly attributable overheads, finance costs capitalised, and the cost of recognising provisions for future
restoration and decommissioning.
Depreciation of producing assets
Depreciation is calculated on the net book values of producing assets on a field-by-field basis using the unit of
production method. The unit of production method refers to the ratio of production in the reporting year as a
proportion of the Proved and Probable Reserves of the relevant field based on assessments of internal
geologists utilising the most recent Competent Person Report and subsequent drilling and exploration, taking
into account future development expenditures necessary to bring those Reserves into production.
Producing assets are generally grouped with other assets that are dedicated to serving the same Reserves for
depreciation purposes, but are depreciated separately from producing assets that serve other Reserves.
(l) Impairment of development and production assets and other property, plant and equipment
At each balance sheet date, the Group reviews the carrying amounts of its PP&E to determine whether there is
any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the
asset does not generate cash flows that are independent from other assets, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
85

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted. In determining fair value less cost to sell, the estimated
future cash flows are discounted to their present value using a post-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of
future cash flows have not been adjusted. Such cash flows include relevant development expenditure that a
market participant would reasonably be expected to undertake.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had no impairment loss been recognised for
the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognized as income
immediately.
(m) Inventories
Oil and gas stock and spare parts are stated at the lower of cost and net realisable value. Costs comprise direct
materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing
the inventories to their present location and condition. Cost is allocated using the weighted average method.
Net realisable value represents the estimated selling price less all estimated costs of completion and costs to
be incurred in marketing, selling and distribution.
(n) Financial instruments
Financial assets and financial liabilities are recognised in the consolidated statement of financial position when
the Group becomes party to the contractual provisions of the instrument.
Loan classified at amortised cost
Loan is measured at the amount recognised at initial recognition minus principal repayments, plus or minus the
cumulative amortisation of any difference between that initial amount and the maturity amount, and any loss
allowance. Interest income is calculated using the effective interest method and is recognised in profit and loss.
Changes in fair value are recognised in profit and loss when the asset is derecognised or reclassified. In
accordance with IFRS 9, the loan is measured at amortised cost. The Group applies the simplified approach to
providing for expected credit losses (ECL) prescribed by IFRS 9, which permits the use of the lifetime expected
loss provision for the loan. Expected credit losses are assessed on a forward-looking basis. The loss allowance
is measured at initial recognition and throughout its life at an amount equal to lifetime ECL. Any impairment is
recognized in the income statement.
Trade and other payables
Payables are initially measured at fair value, net of transaction costs and are subsequently measured at
amortized cost using the effective interest method.
86
Trade and other receivables
Trade and other receivables are recognised initially at their transaction price in accordance with IFRS 9 and are
subsequently measured at amortised cost. The Group applies the simplified approach to providing for expected
credit losses (ECL) prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all
trade receivables. Expected credit losses are assessed on a forward-looking basis. The loss allowance is
measured at initial recognition and throughout its life at an amount equal to lifetime ECL. Any impairment is
recognised in the income statement.
Cash
Cash comprise cash on hand and on-demand deposits. Deposits are recorded as cash and cash equivalents
when they have a maturity of less than 90 days at inception.
(o) Equity instruments
Ordinary shares are classified as equity. Equity instruments issued by the Company and the Group are recorded
at the proceeds received, net of direct issue costs. Any excess of the fair value of consideration received over
the par value of shares issued is recorded as share premium in equity.
(p) Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made
of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the balance sheet date, taking into account the risks and
uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle
the present obligation, its carrying amount is the present value of those cash flows.
(q) Decommissioning
A provision for decommissioning is recognized in full when the related facilities are installed. The
decommissioning provision is calculated as the net present value of the Group’s share of the expenditure
expected to be incurred at the end of the producing life of each field in the removal and decommissioning of
the production, storage and transportation facilities currently in place. The cost of recognising the
decommissioning provision is included as part of the cost of the relevant asset and is thus charged to the income
statement on a unit of production basis in accordance with the Group’s policy for depletion and depreciation
of tangible non-current assets. Period charges for changes in the net present value of the decommissioning
provision arising from discounting are included within finance costs.
(r) Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease based on whether the
contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. Service agreements for equipment on the working sites are not considered leases as, based upon
an assessment of the terms and nature of their contractual arrangements, the contracts do not convey the right
to control the use of an identified asset.
The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any
lease payments made at or before the commencement date, plus any initial direct costs incurred and an
estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site
on which it is located, less any lease incentives received.
87

The asset is depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term
using the straight-line method as this most closely reflects the expected pattern of consumption of the future
economic benefits. The lease term includes periods covered by an option to extend if the Group is reasonably
certain to exercise that option. In addition, the right-of-use asset is periodically reduced by impairment losses,
if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the incremental borrowing rate. The lease liability is measured at amortized cost using the
effective interest method. It is remeasured when there is a change in future lease payments arising from a
change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable
under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase,
extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset, or the effect is recorded in profit or loss if the carrying
amount of the right-of-use asset has been reduced to zero.
The Group elected to apply the practical expedient not to recognise right-of-use assets and lease liabilities for
short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Group also
made use of the practical expedient to not recognise a right-of-use asset or a lease liability for leases for which
the lease term ends within 12 months of the date of initial application.
The lease payments associated with these leases are recognised as an expense on a straight-line basis over the
lease term.
4. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, which are described in note 3, the Directors are required
to make judgements, estimates and assumptions about the carrying amounts of the assets and liabilities that
are not readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period or in the
period of the revision and future periods if the revision affects both the current and future periods.
The following are the critical judgements and estimates that the Directors have made in the process of applying
the Group’s accounting policies and that have the most significant effect on the amounts recognised in the
financial statements.
Critical judgements and estimates
(a) Impairment indicator assessment for E&E assets
Cadogan had fully complied with legislative requirements and submitted its application for a 20-year
exploration and production license 5 months before its expiry on 23 December 2019. A decision on the award
was expected to be provided by State Geological Service of Ukraine before 19 January 2020, since all other
intermediary approvals had been secured in line with the applicable legislation requirements. Given the delay
in granting of the new license beyond the regular timeline provided by legislation in Ukraine, Cadogan has
launched a claim before the Administrative Court to challenge the non-granting of the 20-year production
license by the Licensing Authority.
In 2022, the claims of Usenco Nadra have been rejected by the Court of 1st Instance, the Court of Appeal and
the Supreme Court.
Considering the current circumstances, the Bitlyanska license were fully impaired in 2021.
88
4. Critical accounting judgements and key sources of estimation uncertainty (continued)

(b) Impairment of PP&E
Management assesses its development and production assets for impairment indicators and if indicators of
impairment are identified performs an impairment test. Management performed an impairment assessment
using a discounted cash flow model which required estimates including forecast oil prices, reserves and
production, costs and discount rates (note 17).
This test compares the carrying value of the assets at the reporting date with the expected discounted cash
flows from each project prepared under the fair value less cost of disposal approach. For the discounted cash
flows to be calculated, management has used a production profile based on its best estimate of proven and
probable reserves of the assets and a range of assumptions, including an internal oil and gas price profile
benchmarked to mean analysts’ consensus and third party estimates and a discount rate which, taking into
account other assumptions used in the calculation, management considers to be reflective of the risks.
This assessment involves judgement as to (i) the likely commerciality of the asset, (ii) proven (‘1P’) reserves
which are estimated using standard recognised evaluation techniques (iii) future revenues and estimated
development costs pertaining to the asset, (iv) the discount rate to be applied for the purposes of deriving a
recoverable value including estimates of the relevant levels of risk premiums applied to the assets.
The carrying amount of PP&E assets at 31 December 2023 was $6.1 million. The impairment assessment was
identified at the level of $8.8 million, Thus, no other impairment was identified.
(c) Recoverability and measurement of VAT
Judgment is required in assessing the recoverability of VAT assets and the extent to which historical impairment
provisions remain appropriate, particularly noting the recent recoveries against historically impaired VAT. In
forming this assessment, the Group considers the nature and age of the VAT, the likelihood of eligible future
supplies to VAT, the pattern of recoveries and risks and uncertainties associated with the operating
environment (note 9).
Historically, the general volume of accumulated VAT credit was fully reserved as there were no permanent
sources of its utilisation yet (at 31 December 2023: $0.9 million). However, over the course of the year, the
Group managed to realise $0.1 million, and the reserve was accordingly reversed (note 9).
(d) Proger Loan recoverability
The recoverability of the carrying value of the loan to PMP represents a significant accounting judgment. In
making their assessment over estimated recoverability of the loan, management considered the projected
outcome of arbitration, assessment of the security provided by the pledge over shares, and the delay in the
recovery of the expected amount. As a result, management concluded that $17.1 million represents its best
estimate of recoverable amount as at 31 December 2023 (2022: $15.8 million). For further detail please refer
to note 28.
(e) Well services and rental agreements
The Group’s well rental arrangements in Ukraine for oil and gas extraction activities are outside of the scope of
IFRS 16. Judgment was required in forming this assessment, based on analysis of the scope of IFRS 16 and the
nature of the well rental arrangements. This assessment focused on the extent to which the rental agreements
provided access to sub-surface well structures to extract hydrocarbons versus surface level infrastructure for the
transport and processing of extracted hydrocarbons.
(f) Deferred tax assets
Deferred tax assets and liabilities require management judgement in determining the amounts to be recognised.
In particular, significant judgement is used when assessing the extent to which deferred tax assets should be
recognised, with consideration given to the timing and level of future taxable income in the relevant tax
jurisdiction.
89
4. Critical accounting judgements and key sources of estimation uncertainty (continued)

Deferred tax assets are recognised only to the extent it is considered probable that those assets will be
recoverable. This involves an assessment of when those deferred tax assets are likely to reverse, and a
judgement as to whether or not there will be sufficient taxable profits available to offset the tax assets when
they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain.
To the extent assumptions regarding future profitability change, there can be an increase or decrease in the level
of deferred tax assets recognised that can result in a charge or credit in the period in which the change occurs.
(g) Determination of oil and gas reserves
Proven oil and gas reserves is the expected quantity of crude oil, natural gas and gas condensate liquids, the
geological and engineering features of which reliably indicate that such reserves can be produced from known
deposits within future years under existing economic and operating conditions. Proven developed reserves are
reserves that are expected to be produced through the use of existing wells using existing equipment and
operating methods. The determination of the level of oil and gas reserves is inherently characterised by
uncertainty and requires the use of professional judgment and periodic revisions in the future. All proven
reserves are subject to revision in accordance with new information regarding exploration drilling, production
activity or changes in economic factors, including commodity prices, contract terms and exploration plans.
Accordingly, financial and accounting estimates based on proven reserves are also subject to changes.
Changes in the level of proven developed reserves, affect the depreciation charges recognised in the financial
statements in the property, plant and equipment item related to development and production assets. Such
changes, for example, can be both the result of production and revision of estimates. A reduction in proven
developed reserves will increase depreciation charges (provided constant production) and will also increase
costs.
The last independent valuation of the Group's oil and gas reserves was carried out as at 31 December 2023.
(h) Depreciation of wells related to hydrocarbon production
Wells related to the production of hydrocarbons (hereinafter referred to as "Wells") are depreciated using the
unit of production method. The cost of Wells is depreciated based on the available reserves of the relevant
hydrocarbons categories (proven developed produced), estimated in accordance with the standards of the
Petroleum Resources Management System (PRMS), prepared by the Oil and Gas Reserves Committee of the
Society of Petroleum Engineers (SPE).
(i) Depreciation of special subsoil use permits related to hydrocarbon extraction
Special permits for the subsoil use, which grant the right to extract hydrocarbons (hereinafter referred to as the
"Permit"), are depreciated using the unit of production method. The cost of the Permit is depreciated based on
the volumes of available reserves of the relevant hydrocarbons of the proved, probable and possible categories
assessed in accordance with SPE-PRMS.
(j) Decommissioning costs
The provision for asset decommissioning represents the present value of costs of decommissioning oil and gas
facilities that are expected to be incurred in the future (Note 25). These provisions were recognised based on
the Company's internal estimates. The underlying estimates include future market prices for the required
decommissioning costs and are based on market conditions and factors, as well as a discount rate. An additional
uncertainty relates to the deadline of decommissioning costs, which depend on the field depletion, future oil
and gas prices and, as a result, the expected point in time when future economic benefits from production are
not expected to be realised. Changes in these estimates may result in changes in the provisions recognised in
the Statement of financial position.
90
5. Segment information
Segment information is presented on the basis of management’s perspective and relates to the parts of the
Group that are defined as operating segments. Operating segments are identified on the basis of internal
reports provided to the Group’s chief operating decision maker (“CODM”). The Group has identified its senior
management team as its CODM and the internal reports used by the senior management team to oversee
operations and make decisions on allocating resources serve as the basis of information presented. These
internal reports are prepared on the same basis as these consolidated financial statements.
Segment information is analysed on the basis of the type of activity, products sold, or services provided. The
majority of the Group’s operations and all Group’s revenues are located within Ukraine. Segment information
is analysed on the basis of the types of goods supplied by the Group’s operating divisions. The Group’s
reportable segments under IFRS 8 are therefore as follows:
Exploration and Production
 E&P activities on the exploration and production licences for natural gas, oil and condensate.
Trading
 Import of natural gas from European countries; and
 Local purchase and sales of natural gas operations with physical delivery of natural gas.
The accounting policies of the reportable segments are the same as the Group’s accounting policies described
in note 3. Sales between segments are carried out at rates considered to approximate market prices. The
segment result represents operating profit under IFRS before unallocated corporate expenses. Unallocated
corporate expenses include management remuneration, representative expenses and expenses incurred in
respect of the maintenance of office premises. This is the measure reported to the CODM for the purposes of
resource allocation and assessment of segment performance. The Group does not present information on
segment assets and liabilities as the CODM does not review such information for decision-making purposes.
As at 31 December 2023 and for the year then ended the Group’s segmental information was as follows:
Exploration Trading Consolidated
and Production
$’000 $’000 $’000
Sales of hydrocarbons 7,141 403 7,544
Other revenue 6 - 6
Sales between segments - - -
Total revenue 7,147 403 7,550
Cost of sales (4,991) (400) (5,391)
Administrative expenses (497) (118) (615)
Impairment of other assets (49) - (49)
Adjustments of end of concession 218 - 218
obligations for E&E assets
Other operating income, net 25 - 25
Reversal of impairment of other assets 2 54 56
Finance income (1) 431 - 431
Segment results 2,286 (61) 2,225
Unallocated administrative expenses - - (2,959)
Finance income/costs, net - - 1,454
Net foreign exchange gain - - 538
Profit before tax 1,258
(1) Net finance income includes $431,000 of interest on cash deposits in Ukraine.
91
5.Segment information (continued)
As at 31 December 2022 and for the year then ended the Group’s segmental information was as follows:
Exploration Trading Consolidated

and Production
$’000 $’000 $’000
Sales of hydrocarbons 8,465 - 8,465
Other revenue 7 - 7
Sales between segments - - -
Total revenue 8,472 - 8,472
Cost of sales (5,553) - (5,553)
Administrative expenses (450) (125) (575)
Impairment of oil and gas assets (269) - (269)
Other operating expenses, net (3) - (3)
Impairment of other assets (16) (11) (27)
Reversal of impairment of other assets 20 - 20
Finance income (2) 185 - 185
Segment results 2,386 (136) 2,250
Unallocated administrative expenses - - (2,866)
Other income, net(3) - - 187
Net foreign exchange loss - - (1,131)
Loss before tax (1,560)
(2) Net finance income includes $185,000 of interest on cash deposits used for operations.
.
Fixed assets related to Exploration and Production segment are disclosed in the note 17.
6. Revenue
2023 2022
$’000 $’000
Sale of oil (production) – point in time 7,147 8,472
Sale of gas(trading) – point in time 403 -
Total 7,550 8,472
Revenue is generated in Ukraine. Refer to note 3(e) for details of the performance obligations. Service
revenue and associated contract assets and liabilities are immaterial.
Information about major customers
81% of production business segment revenue arose from sales to five largest customers. Three of them
contributed for more than 10% of the total revenue of the production business segment revenue for the year
ended 31 December 2023.
80% of prior year production business segment revenue arose from sales to five largest customers. Each of
them contributed for more than 10% of the total revenue of the production business segment revenue for
the year ended 31 December 2022.
Trading segment revenue for the year ended 31 December 2023 of $0.4 million arose from sales transactions
with one customer (2022: no activities).
92
7. Cost of sales
2023 2022
$’000 $’000
Subsoil tax 2,668 3,522
Natural Gas cost 400 -
Well rent 699 789
Depreciation 713 536
Staff cost 237 245
Insurance 204 34
Materials cost 126 143
Machinery services 115 111
Electricity 80 67
Security services 68 65
Other expenses 81 41
Total 5,391 5,553
8. Administrative expenses
2023 2022
$’000 $’000
Staff 1,805 1,774
Professional fees 1,051 872
Insurance 188 215
Depreciation 169 217
Office costs including utilities and maintenance 57 51
IT and communication 43 62
Cars and travel 43 61
Bank charges 23 34
Travelling 23 9
Other 172 146
Total 3,574 3,441
9. Reversal of impairment/(impairment) of other assets
2023 2022
$’000 $’000
Inventory - 20
VAT recoverable 54 -
Other receivables 2 -
Reversal of impairment of other assets 56 20
$0.9 million (2022: $1.0 million) of historical VAT receivables remain impaired. Refer to Note 4 and 20.
2023 2022
$’000 $’000
Inventories (44) -
Other assets (5) (16)
VAT recoverable - (11)
Impairment of other assets (49) (27)
93
10. Other operating income/(expenses), net
2023 2022
$’000 $’000
Other income/(expenses) 25 (3)
Total 25 (3)
11. Auditor’s remuneration
The analysis of auditor’s remuneration is as follows:

2023 2022
$’000 $’000
Audit fees
Fees payable to the Company’s auditor and the component auditor for the audit of the 192 192
Company’s annual accounts
Fees payable to the Company’s auditor and the component auditor for other services to the
Group:
- The audit of the Company’s subsidiaries 8 8
Total audit fees 200 200
12. Staff costs

The average monthly number of employees (including Executive Directors) was:
2023 2022
Number Number
Executive Director 1 1
Other employees 73 74
Total 74 75
Total number of employees at 31 December 74 75
$’000 $’000
Their aggregate remuneration comprised:
Wages and salaries 1,520 1,596
Social security costs 207 227
Pension costs 78 74
Total 1,805 1,897
13. Finance income/(costs), net

2023 2022
$’000 $’000
Interest on loan (note 28) 757 38
Reversal of liability accrual 395 -
Interest income on cash deposits in United Kingdom 367 97
Interest income on cash deposits in Ukraine 431 185
Change in provision (note 25) - 93
Total interest income on financial assets 1,950 413
Interest on lease (10) (18)

Unwinding of discount on decommissioning provision (note 25) (55) (23)
Total 1,885 372
94
14. Tax
2023 2022
$’000 $’000
Current tax - -
Deferred tax - -
Total - -
The Group’s operations are conducted primarily outside the UK, namely in Ukraine. The most appropriate
tax rate for the Group is therefore considered to be 18 % (2022: 18%), the rate of profit tax in Ukraine, which
is the primary source of revenue for the Group. Taxation for other jurisdictions is calculated at the rates
prevailing in the respective jurisdictions.
The taxation charge for the year can be reconciled to the profit/(loss) per the income statement as follows:
2023 2022
$’000 $’000
Profit/(loss) before tax 1,258 (1,560)
Tax charge/(credit) at Ukraine corporation tax rate of 18% (2022: 18%) 226 (281)
Permanent differences (583) (1,361)

Unrecognised tax losses generated in the year 47 1,682
Recognition of previously unrecognised deferred tax assets 318 -
Effect of different tax rates (8) (40)
- -
Adjustments recognised in the current year in relation
with the current tax of prior years - -
Income tax (benefit)/expense recognised in profit or loss - -
Permanent differences mostly represent items, including provisions, accruals and impairments related to
taxation in Ukraine, these are items not deductible in tax computations.
15. Earnings/(Loss) per Ordinary share
Basic earnings/(loss) per Ordinary share is calculated by dividing the net profit/(loss) for the year attributable
to owners of the Company by the weighted average number of Ordinary shares outstanding during the year. In
2022 the Group generated a loss and therefore there is no difference between basic and diluted EPS.
2023 2022
Earnings/(Loss) attributable to owners of the Company $’000 $’000
Earnings/(Loss) for the purposes of basic loss per share being net loss attributable to owners 1,259 (1,562)
of the Company
Number Number
Number of shares ‘000 ‘000
Weighted average number of Ordinary shares used in calculation of earnings per share:
Basic 244,128 244,128
Diluted 244,128 244,128
Cent Cent
Earnings/(Loss) per Ordinary share
Basic and diluted 0.5 (0.6)
95
16. Intangible exploration and evaluation assets
Cost $’000
At 1 January 2022 16,701
Additions -
Disposals (5,878)
Change in estimate of decommissioning assets (note 25) 269
Exchange differences (3,577)
At 1 January 2023 7,515
Additions 1
Disposals (615)
Change in estimate of decommissioning assets (note 25) (218)
Exchange differences (224)
At 31 December 2023 6,459
Impairment
At 1 January 2022 16,701
Disposals (5,878)
Change in estimate of decommissioning assets (note 25) 269
At 1 January 2023 7,515
Addition 1
Disposals (615)
Change in estimate of decommissioning assets (note 25) (218)
Carrying amount
At 31 December 2023 -
At 31 December 2022 -
Disposals of $0.6 million relates to E&E assets impaired in previous years. The Company analysed the
possibilities to realise any benefit from those assets. In 2023, based on the conducted analysis, management
decided to write-off of those assets.
The carrying amount of E&E assets at 31 December 2023 relates to the Bitlyanska license.
Usenco Nadra has fully complied with legislative requirements and submitted its application for a 20-year
exploration and production license 5 months before its expiry on 23 December 2019. A decision on the award
was expected to be provided by State Geological Service of Ukraine before 19 January 2020, since all other
intermediary approvals had been secured in line with the applicable legislation requirements. Given the delay
to granting of the new license beyond the regular timeline provided by legislation in the Ukraine, Cadogan
filed a claim before the Administrative Court to challenge the non-granting of the 20-year production license
by the Licensing Authority.
After the rejection of its claims, in February 2022, the Company exercised its right for appeal. The Appeal
Court and further on the Supreme Court rejected all the Company’s claims.
The Company fully impaired the Bitlyanska license in 2022.
96
17. Property, plant and equipment

Development
and
production assets Other Total
Cost $’000 $’000 $’000
At 1 January 2022 14,567 2,930 17,497
Additions 71 30 101
Disposal (701) (7) (708)
Exchange differences (3,651) (753) (4,404)
At 1 January 2023 10,286 2,200 12,486
Additions 43 15 58
Change in estimate of decommissioning assets (note 25) 20 - 20
Disposal (1,734) (1,160) (2,894)
Exchange differences (288) (35) (323)
At 31 December 2023 8,327 1,020 9,347
Accumulated depreciation and impairment

At 1 January 2022 5,273 2,626 7,899
Charge for the year 604 68 672
Disposals (693) (7) (700)
Exchange differences (1,338) (680) (2,018)
At 1 January 2023 3,846 2,007 5,853
Charge for the year 692 37 729
Disposals (1,711) (1,167) (2,878)
Exchange differences (95) (30) (125)
At 31 December 2023 2,732 847 3,579
Carrying amount
At 31 December 2023 5,595 173 5,768
At 31 December 2022 6,440 193 6,633
Other property, plant and equipment include fixtures and fittings for the development and production
activities.
Disposals of $1.2 million relate to Other PP&E assets impaired in previous years. Company analysed the
possibility to realise any benefit from those assets. In 2023, based on the conducted analysis management
decided to dispose of those assets.
The carrying amount of development and production assets at 31 December 2023 of $5.6 million relates to
the Blazhiv license. Depreciation includes $0.7 million for the Blazhiv license.
Disposals of $1.7 million relate to D&P assets impaired in previous years. The Company was analysing the
possibility to realise any benefits from those assets. In 2023, based on the conducted analysis management
decided to dispose of those assets.
Management has performed an impairment review of Development and production assets based on the
underlying discounted cash flow forecasts. The impairment review supported the conclusion that no
impairment was applicable. Key assumptions used in the impairment assessment were: future oil prices
which were assumed at a constant $467 (2022: $408), real per tonne; a production forecast with a natural
decline; estimated reserves and a discount rate of 25%.
97
17. Property, plant and equipment (continued)

Sensitivity analysis for the Development and production assets
Any impairment is dependent on judgement used in determining the most appropriate basis for the
assumptions and estimates made by management, particularly in relation to the key assumptions described
above. Sensitivity analysis to potential changes in key assumptions to reach break-even has been provided
below:
Change in the assumptions to be break-even
Oil price (28 %)

Oil production volumes (23 %)
Discount rate 56 %
18. Subsidiaries
The Company had investments in the following subsidiary undertakings at 31 December 2023:
Country of Proportion
incorporation of voting
Name and operation interest % Activity Registered office
Directly held
Cadogan Petroleum Holdings Ltd UK 100 Holding 6th Floor 60 Gracechurch Street, London,
company United Kingdom, EC3V 0HR
Indirectly held
Cadogan Petroleum Holdings BV Netherlands 100 Holding Hoogoorddreef 15, 1101 BA Amsterdam
company
Cadogan Bitlyanske BV Netherlands 100 Holding Hoogoorddreef 15, 1101 BA Amsterdam
company
Zagoryanska Petroleum BV Netherlands 100 Holding Hoogoorddreef 15, 1101 BA Amsterdam
company
LLC Cadogan Ukraine Ukraine 100 Holding 48/50a, Zhylyanska Street, Kyiv, Ukraine
company
LLC Astroinvest-Energy Ukraine 100 Trading 5a, Pogrebnyak Street, ap. 2, Zinkiv,
Poltava region, Ukraine, 38100
SE USENCO Ukraine Ukraine 100 Production 8, Mitskevycha sq.,Lviv, Ukraine,79000
LLC USENCO Nadra Ukraine 100 Production 9a, Karpenka-Karoho str., Sambir, Lviv
region, Ukraine
LLC Astro-Service Ukraine 100 Service 3 Petro Kozlaniuk str, Kolomyia, Ukraine
Company
Exploenergy s.r.l. Italy 90 Exploration Via Adige 17, San Donato Milanese_
Milano, CAP 20097, Italy
In April 2023, SE Usenco Ukraine (a Cadogan subsidiary in Ukraine) completed the acquisition of the 5%
minority interest of Usenco Nadra LLC. As a result, SE Usenco Ukraine consolidates now 100% of Usenco
Nadra LLC in its ownership.
In 2023, the liquidation procedure of the company LLC Asto Gas was fully completed.
There were no other changes to the Group structure during 2023.
98
19. Inventories
2023 2022
$’000 $’000
Natural gas 265 45
Crude oil 105 182
Other inventories 1,116 1,184
Impairment provision (1,122) (1,116)
Carrying amount 364 295
A part of other inventories was sold to the third parties of $68,000.

2023 2022
$’000 $’000
At 1 January 1,116 1,523
Accrual of provision 52 -
Reversal of provision (8) (20)
Exchange differences (38) (387)
At 31 December 1,122 1,116
The impairment provision at 31 December 2023 and 2022 is made so as to reduce the carrying value of the
inventories to the net realizable value and includes $1,070,000 provision for other inventories, and $52,000
provision for natural gas (2022: $1,116,000 provision for other inventories).
20. Trade and other receivables

2023 2022
$’000 $’000
Trade receivables 68 192
Impairment provision for bad debts (49) (52)
VAT recoverable 1,097 1,080
Impairment provision for VAT (918) (1,003)
Prepayments 81 60
Other receivables 31 41
310 318
2023 2022
VAT Trade and Other VAT Trade and Other
recoverable Receivables recoverable Receivables
$’000 $’000 $’000 $’000
At 1 January 1,003 52 1,335 53
Accrual of provision - - 11 16
Reversal of provision (54) (2) - -
Exchange differences (31) (1) (343) (17)
At 31 December 918 49 1,003 52
The Group considers that the carrying value of receivables approximates their fair value.
VAT recoverable is presented net of the cumulative provision of $0.9million (2022: $1.0 million) against
Ukrainian VAT receivable that has been recognised as at 31 December 2023. VAT recoverable relates to the
oil production and gas trading operations and is expected to be recovered through the gas and oil sales VAT.
99
21. Notes supporting statement of cash flows
Cash at 31 December 2023 of $14.2 million (2022: $13.9 million) comprise cash held by the Group. Ukrainian
subsidiaries of the Group hold $5.4million as at 31 December 2023 (2022: $3.6 million).
With the start of the Russian invasion into Ukraine on 24 February 2022, the Ukrainian government
introduced Martial Law affecting, among others, aspects relating to lending agreements, foreign exchange
and currency controls and banking activities. As a result of the introduced Martial Law, the National Bank of
Ukraine (“NBU”) has introduced significant currency and capital control restrictions in Ukraine. These
measures are affecting the Group in terms of its cross-border payments to be made, which are restricted and
may be carried out only in exceptional cases specified in the amendments to the resolution No. 18. Based on
the regulations, Ukrainian subsidiaries of the Group are not able to pay dividends to the parent Company but
are able to use the cash in normal course of business.
The Directors consider that the carrying amount of these assets approximates to their fair value. There were
no cash transactions from financing activities for the year 2023.
22. Deferred tax

The following are the major deferred tax liabilities and assets recognised by the Group and movements
thereon during the current and prior reporting period:
Temporary differences
$’000
Asset at 1 January 2022 431
Deferred tax benefit -
Asset at 1 January 2023 319
Deferred tax benefit -
Exchange differences 51
Asset at 31 December 2023 370
At 31 December, the Group had the following unused tax losses available for offset against future taxable
profits:
2023 2022
$’000 $’000
UK 18,197 17,541
Ukraine 42,113 43,138
60,310 60,679
Deferred tax assets have been recognised in respect of those tax losses where there is sufficient certainty
that profit will be available in future periods against which they can be utilised. The Group’s unused tax losses
of $18.2 million (2022: $17.5 million) relating to losses incurred in the UK are available to shelter future non-
trading profits arising within the Company. These losses are not subject to a time restriction on expiry. No
deferred tax asset is recorded.
Unused tax losses incurred by Ukraine subsidiaries amount to $42.1 million (2022: $43.1 million). Under
general tax law provisions, these losses may be carried forward indefinitely to be offset against any type of
taxable income arising from the same company. Tax losses may not be surrendered from one Ukraine
subsidiary to another. The deferred tax asset recorded is expected to be utilised based on forecasts and
relates to oil production subsidiaries which are generating taxable profits in the foreseeable future.
100
23. Lease liabilities

The Group continued to recognise right-of-use assets and lease liabilities based on a rental contract for the
rent of a Kyiv office with maturity date end of February 2024. Additionally, in December 2023 the new rental
contract for the rent of a Kyiv office was signed with the maturity date end of January 2027. Right-of-use
assets are depreciated over the useful life of the underlying asset. Depreciation represented as a part of
administrative expenses. Total carrying value of right-of-use assets is $246,000 as of 31 December 2023.
Right-of-use
assets
$’000
Cost 292
Accumulated depreciation (92)
At 1 January 2022 200
Depreciation charge for the year (92)
Cost 292
Additions 230
Depreciation charge for the year (92)
At 31 December 2023 246
Cost 522
The following table sets out a maturity analysis of lease liability, showing the undiscounted lease payments
to be paid after the reporting date.
2023 2022
$’000 $’000
2023 - 99
2024 95 20
2025 88 -
2026 92 -
2027 8 -
Less: unearned interest (48) (12)
Lease liabilities 235 107
2023 2022
$’000 $’000
Analysed as:
Current 87 79
Non-current 148 28
101
24. Trade and other payables

2023 2022
$’000 $’000
Accruals 430 281
Trade payables 140 569
Prepayments received 54 32
Other payables 742 519
1,366 1,401
Trade payables and accruals principally comprise amounts outstanding for ongoing costs. The average credit
period taken for trade purchases is 29 days (2022: 30 days). The Group has financial risk management policies
to ensure that all payables are paid within the credit timeframe.
Other payables include unused vacation reserve provision of $0.39 million (2022: $0.37 million), subsoil tax
payables of $0.22 million (2022: $0.13) and other payables of $0.13 million (2022: $0.02).
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
No interest is generally charged on outstanding balances.
25. Provisions
The provisions at 31 December 2023 comprise $0.2 million (2022: $0.4 million) of decommissioning provision.
Decommissioning
$’000
Change in estimate: exploration and evaluation assets (note 16) 269
Change in estimate: development and production assets (93)
Unwinding of discount on decommissioning provision (note 13) 23
Change in estimate: exploration and evaluation assets (note 16) (218)
Change in estimate: development and production assets 20
Unwinding of discount on decommissioning provision (note 13) 55
$’000
Non-current 261
Current 136
Non-current 114
Current 131
In accordance with the Group’s environmental policy and applicable legal requirements as of 31 December
2023 the Group intends to restore the sites it is working on after completing the development activities.
Provision for the decommissioning and site restoration used by development and production assets has been
increased by $20,000 due to change in discounting rate used for the provision calculation (2023: 17%; 2022:
21%). The change in the provision has been recognised as other financial income/(loss) for the year together
with unwinding of discount on decommissioning provision.
102
25. Provision (continued)

A long-term provision of $0.11 million (2022: $0.26 million) has been made for decommissioning costs for
Borynya-3 well, which is expected to be incurred in 2039, and Blazhiv-10 well, which is to be incurred at the
end of Blazhiv licenses period as a result of the demobilisation of oil and gas facilities and respective site
restoration. Current provision of $0.13 million (2022: $0.14 million) has been made for decommissioning
costs, which are expected to be incurred in 2024 as a result of the demobilisation of oil and gas facilities and
respective site restoration on Bitlyanska license.
26. Share capital

Authorised and issued equity share capital
2023 2022
Number Number
(‘000) $’000 (‘000) $’000
Authorised
Ordinary shares of £0.03 each 1,000,000 57,713 1,000,000 57,713
Issued
Ordinary shares of £0.03 each 244,128 13,832 244,128 13,832
Authorised but unissued share capital of £30 million has been translated into US dollars at the historic
exchange rate of the issued share capital. The Company has one class of Ordinary shares, which carry no right
to fixed income.
Issued equity share capital
Ordinary shares
of £0.03
At 31 December 2021 244,128,487
Issued during year -
At 31 December 2022 244,128,487
Issued during year -
At 31 December 2023 244,128,487
27. Other reserves

Reorganisation
$’000
At 1 January 2023 1,589
Charge for the year -
The accumulated amount of reserves at 31 December 2023 is made as accounting entry relating to the
acquisition of CPHL by PLC by means of share exchange in 2006. This was not deemed to be a business
combination as there was no change in control.
103
28. Financial instruments

Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern,
while maximising the return to shareholders.
The capital resources of the Group consist of cash arising from equity attributable to owners of the Company,
comprising issued capital, reserves and retained earnings as disclosed in the Consolidated Statement of
Changes in Equity.
Externally imposed capital requirement
The Group is not subject to externally imposed capital requirements.
Categories of financial instruments
2023 2022
$’000 $’000
Financial assets (includes cash)
Loan provided at amortised cost 17,074 15,825
Cash 14,155 13,934
Trade and other receivables – amortised cost 50 181
31,279 29,940
Financial liabilities – measured at amortised cost
Accruals 430 281
Other payables 742 519
1,547 1,476
The Proger loan is recorded at management’s best estimate of recoverable amount as set out in note 4(d)
although management have not been able to undertake a valuation exercise under the income method based
on Proger’s underlying cash flows or market-based method which would incorporate relevant recent financial
information on the investee or its prospects.
Financial assets at fair value Financial assets at amortised cost

through profit and loss
$’000 $’000
As at 1 January 2021 16,812 -
Reclassification from FVPL to AC (16,812) 16,812
Addition 1,225
As at 31 December 2021 16,724
The Group has previously applied a level 3 valuation under IFRS as inputs to the valuation have included
assessment of the cash repayments anticipated under the loan terms at maturity, delayed by the arbitration
process requested by PMP (the Borrower), historical financial information for the periods prior to 2020 and
assessment of the security provided by the pledge over shares together with the impact of the Covid-19 on the
activity of Proger. As a result, $ 16.8 million was determined as the best estimate of fair value as at 31 December
2020, being equal to anticipated receipts and timing thereof discounted at an estimated market rate of interest
of 7.8%.
In February 2021, Cadogan notified PMP that according to the Loan Agreement, the Maturity Date occurred
on 25 February 2021. As the Call Option was not exercised, PMP must fulfil the payment of EUR 14,857,350,
being the reimbursement of the Loan in terms of principal and the accumulated interest. PMP is in default since
25 February 2021. In case of default payment, the terms of the agreement provide for the application of an
increased interest rate on the amount of the debt.
104
28. Financial instruments (continued)

Since the Call Option was not exercised before the Maturity Date and the asset is held within a business model
whose objective is to hold assets in order to collect contractual cash flows, the Loan provided was reclassified
from ‘Financial assets at fair value through profit and loss’ to ‘Financial assets at amortised cost’.
$’000
As at 1 January 2022 16,724
Movement in accrued interest 1,338
Movement in accrued provision (1,300)
As at 1 January 2023 15,825
Movement in accrued interest 1,457
Movement in accrued provision (700)
Exchange differences 492
As at 31 December 2023 17,074
Financial risk management objectives

Management co-ordinates access to domestic and international financial markets and monitors and manages
the financial risks relating to the operations of the Group in Ukraine through internal risks reports, which
analyse exposures by degree and magnitude of risks. These risks include commodity price risks, foreign
currency risk, credit risk, liquidity risk and cash flow interest rate risk. The Group does not enter into or trade
financial instruments, including derivative financial instruments, for speculative purposes.
The Audit Committee of the Board reviews and monitors risks faced by the Group at meetings held
throughout the year.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect the value of the financial
instruments. The Group is not exposed to interest rate risk because entities of the Group borrow funds at
fixed interest rates.
Commodity price risk
The commodity price risk related to Ukrainian gas and condensate prices and prices for crude oil are the
Group’s most significant market risk exposures. World prices for gas and crude oil are characterised by
significant fluctuations that are determined by the global balance of supply and demand and worldwide
political developments, including actions taken by the Organization of Petroleum Exporting Countries.
The Group does not hedge market risk resulting from fluctuations in gas, condensate and oil prices, and holds
no financial instruments, which are sensitive to commodity price risk.
Foreign exchange risk and foreign currency risk management
The Group holds a large portion of its monetary assets in the US Dollars and Euro, mitigating the exchange
risk between the US Dollars and Euro and monetary liability in the US Dollars.
105
28. Financial instruments (continued)

Sensitivity analysis is represented below based on 10% exchange rate deviation:
As at 31 December 2023 Change in EURO/USD
exchange rate
$’000 +10% -10%
Cash positions 14,155 178 (178)

Loan receivable at amortised cost 17,074 1,707 (1,707)
Net assets 36,411 1,885 (1,885)
Inflation risk management

Inflation in Ukraine and in the international market for oil and gas may affect the Group’s cost for equipment
and supplies. The Directors will proceed with the Group’s practices of keeping deposits in US dollar accounts
until funds are needed and selling its production in the spot market to enable the Group to manage the risk
of inflation.
Credit risk management
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial
loss to the Group. The Group’s credit management process includes the assessment, monitoring and
reporting of counterparty exposure on a regular basis. Credit risk with respect to receivables is mitigated by
active and continuous monitoring the credit quality of its counterparties through internal reviews and
assessment. There was no material past due receivables as at year end.
The Group makes allowances for expected credit losses on receivables in accordance with its accounting
policy.
The credit risk on liquid funds (cash) is considered to be limited because the counterparties are financial
institutions with high and good credit ratings, assigned by international credit-rating agencies in the UK and
Ukraine respectively.
The carrying amount of financial assets as at 31 December 2023 of $31.3 million (2022: $29.9 million)
recorded in the financial statements represents the Group’s maximum exposure to credit risk.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an
appropriate liquidity risk management framework for the management of the Group’s short, medium and
long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining
adequate cash reserves and by continuously monitoring forecast and actual cash flows.
The following tables sets out details of the expected contractual maturity of financial liabilities.
Within 3 months More than 1 Total

3 months to 1 year year
$’000 $’000 $’000 $’000
At 31 December 2022
Trade and other payables 1,369 - - 1,369
Lease liability - 99 20 119
At 31 December 2023
Trade and other payables 1,312 - - 1,312
Lease liability 5 90 188 283
The carrying amount of financial liabilities as at 31 December 2023 of $1.6 million (2022: $1.5 million)
recorded in the financial statements demonstrates the stable financial condition of the Group.
106
29. Commitments and contingencies

Licence contingent liability
The Group has working interests in Blazhiv license to conduct its exploration and development activities in
Ukraine. The license is not held any obligation on a settlement of exploration activities within its term.
Tax contingent liabilities

The Group assesses its liabilities and contingencies for all tax years open for audit by UK, Netherlands and
Ukraine tax authorities based upon the latest information available.
Where management concludes that it is not probable that a particular tax treatment is accepted, a provision
is recorded based on the most likely amount or the expected value of the tax treatment when determining
taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates. The decision should
be based on which method provides better predictions of the resolution of the uncertainty. Inherent
uncertainties exist in estimates of tax contingencies due to complexities of interpretation and changes in tax
laws.
Whilst the Group believes it has adequately provided for the outcome of these matters, certain periods are
under audit by the UK, Netherlands and Ukraine tax authorities, and therefore future results may include
favourable or unfavourable adjustments to these estimated tax liabilities in the period the assessments are
made or resolved. The final outcome of tax examinations may result in a materially different outcome than
assumed in the tax liabilities.
30. Related party transactions

All transactions between the Company and its subsidiaries, which are related parties, have been eliminated
on consolidation and are not disclosed in this note.
In February 2019, the Group entered in a 2-year loan agreement with Proger Management & Partners Srl
with an option to convert it into a direct 33% equity interest in Proger Ingegneria. At that time, Mr Michelotti
was a non-executive Director of Proger Ingegneria Srl and Proger Spa, and CEO of Cadogan Petroleum PLC.
Mr Michelotti did not participate to the voting for the approval of the loan agreement at the Board of
Cadogan.
Directors’ remuneration
The remuneration of the Directors, who are the key management personnel of the Group, is set out below
in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. Further information
about the remuneration of individual Directors is provided in the audited part of the Annual Report on
Remuneration 2023 on page 44.
Purchase of services Amounts owing
2023 2022 2023 2022
$’000 $’000 $’000 $’000
Directors’ remuneration 712 693 54 83
Social contribution on Directors’ remuneration 72 72 - -
The total remuneration of the highest paid Director was $0.5 million in the year (2022: $0.5 million).
No guarantees have been given or received and no provisions have been made for doubtful debts in respect
of the amounts owed by related parties.
107
31. Events after the balance sheet date

In April 2024, LLC AstroInvest Energy signed the agreement to purchase a power generation unit with KTS
Engineering s.r.o., the official dealer of equipment of Jenbacher GmbH & Co OG (Austria). The delivery of the
equipment is expected by the end of the year.
108
Company Balance Sheet
As at 31 December 2023
2023 2022
Notes $’000 $’000
ASSETS
Non-current assets
Receivables from subsidiaries 35 35,659 35,918
35,659 35,918
Current assets
Trade and other receivables 35 2 -
Cash 35 1,796 2,391
1,798 2,391
Total assets 37,457 38,309
LIABILITIES
Current liabilities
Trade and other payables 36 (350) (337)
(350) (337)
Total liabilities (350) (337)
Net assets 37,107 37,972
EQUITY
Share capital 37 13,832 13,832
Share premium 514 514
Retained earnings 131,480 132,345
Cumulative translation reserves 38 (108,719) (108,719)
Total equity 37,107 37,972
As permitted by section 408 of the Act, the Company has elected not to present its profit and loss account
for the year. The loss for the financial year ended 31 December 2023 was $0.9 million (2022: loss $2.4 million).
The financial statements of Cadogan Energy Solution plc, registered in England and Wales no. 05718406,
were approved by the Board of Directors and authorized for issue on 07 May 2024.
They were signed on its behalf by:
Fady Khallouf
07 May 2024
The notes on pages 112 to 115 form part of these financial statements.
109
Company Cash Flow Statement
2023 2022
$’000 $’000
Operating activities
(Loss) for the year (865) (2,402)
Adjustments for:
Interest received (26) (4)
Impairment of receivables from subsidiaries - -
Effect of foreign exchange rate changes (491) 1,053
Movement in provisions 45 (11)
Operating cash outflows before movements in working capital (1,337) (1,364)
Decrease/(Increase) in receivables 698 2
(Decrease)/Increase in payables (37) 99
Cash used in operations (676) (1,263)
Income taxes paid - -
Net cash outflow from operating activities (676) (1,263)
Investing activities
Interest received 26 4
Net cash generated from investing activities 26 4
Net decrease in cash (650) (1,259)

Effect of foreign exchange rate changes 55 (207)
Cash at beginning of year 2,391 3,857
Cash at end of year 1,796 2,391
110
Company Statement of Changes in Equity
Share Cumulative
Share
premium Retained Other translation
capital
account earnings Reserve reserves Total
$’000
$’000 $’000 $’000 $’000 $’000
As at 1 January 2022 13,832 514 134,747 - (108,719) 40,374
Net loss for the year - - (2,402) - - (2,402)
Total comprehensive loss for the year - - (2,402) - - (2,402)
Issue of ordinary shares - - - - - -
As at 1 January 2023 13,832 514 132,345 - (108,719) 37,972
Net loss for the year - - (865) - - (865)
Total comprehensive income/loss for - - (865) - - (865)
the year
As at 31 December 2023 13,832 514 131,480 - (108,719) 37,107
111
Notes to the Company Financial Statements
32. Significant accounting policies

The separate financial statements of the Company are presented as required by the Companies Act 2006 (the
“Act”). As permitted by the Act, the separate financial statements have been prepared in accordance with
UK-adopted International Accounting Standards.
The financial statements have been prepared on the historical cost basis. The principal accounting policies
adopted are the same as those set out in note 3 to the Consolidated Financial Statements except as noted
below.
As permitted by section 408 of the Act, the Company has elected not to present its profit and loss account
for the year. Cadogan Energy Solutions plc reported a loss for the financial year ended 31 December 2023 of
$0.9million (2022: loss $2.4 million).
Investments
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.
Receivables from subsidiaries
Loans to subsidiary undertakings are subject to IFRS 9’s new expected credit loss model. As all intercompany
loans are repayable on demand, the loan is considered to be in stage 3 of the IFRS 9 ECL model on the basis
the subsidiary does not have enough liquid assets in order to repay the loans if demanded. Lifetime ECLs are
determined using all relevant, reasonable and supportable historical, current and forward-looking
information that provides evidence about the risk that the subsidiaries will default on the loan and the
amount of losses that would arise as a result of that default. Analysis indicated that the Company will fully
recover the carrying value of the loans (net of historic credit loss provisions) so no additional ECL has been
recognised in the current period.
Critical accounting judgements and key sources of estimation uncertainty
The Company’s financial statements, and in particular its investments in and receivables from subsidiaries, are
affected by certain of the critical accounting judgements and key sources of estimation uncertainty.
The critical estimates and judgments referred to application of the expected credit loss model to
intercompany receivables (note 34). Management determined that the interest free on demand loans were
required to be assessed on the lifetime expected credit loss approach and assessed scenarios considering
risks of loss events and the amounts which could be realised on the loans. In doing so, consideration was
given to factors such as the cash held by subsidiaries and the underlying forecasts of the Group’s divisions
and their incorporation of prospective risks and uncertainties.
33. Auditor’s remuneration

The auditor’s remuneration for audit and other services is disclosed in note 11 to the Consolidated Financial
Statements.
34. Investments
The Company’s subsidiaries are disclosed in note 18 to the Consolidated Financial Statements. The
investments in subsidiaries are all stated at cost less any provision for impairment.
35. Financial assets
The Company’s principal financial assets are bank balances and cash and receivables from related parties
none of which are past due. The Directors consider that the carrying amount of receivables from related
parties approximates to their fair value.
112
Notes to the Company Financial Statements (continued)
35. Financial assets (continued)

Receivables from subsidiaries
At the balance sheet date gross amounts receivable from the fellow Group companies were $348.7 million
(2022: $349.1 million). The Company did not recognise additional expected credit loss provisions in relation
to receivables from subsidiaries in 2023 (2022: nil). The accumulated provision on receivables at 31 December
2023 was $313 million (2022: $313.2 million). The carrying value of the receivables from the fellow Group
companies at 31 December 2023 was $35.7 million (2022: $35.9 million). Receivables from subsidiaries are
interest free and repayable on demand. There are no past due receivables. The receivables are classified as
non-current based on the expected timing of receipt notwithstanding their terms.
Cash
Cash comprises cash held by the Company and short-term bank deposits with an original maturity of three
months or less. The carrying value of these assets approximates to their fair value.
36. Financial liabilities

Trade and other payables
2023 2022
$’000 $’000
Accruals 166 141
Unused vacation provision 105 85
Amounts owing to Directors 54 82
350 337
Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. The
average credit period taken for trade purchases is 30 days (2021: 29 days).
Unused vacation provision of $105,000 accrued for CEO of the Company (2022: $85,000).
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
No interest is charged on balances outstanding.
37. Share capital

The Company’s share capital is disclosed in note 26 to the Consolidated Financial Statements.
38. Cumulative translation reserve

The directors decided to change the functional currency of the Company from sterling to US dollars with effect
from 1 January 2016. The effect of a change in functional currency is accounted for prospectively. In other
words, the Company translates all items into the US dollar using the exchange rate at the date of the change.
The resulting translated amounts for non-monetary items are treated as their historical cost. Exchange
differences arising from the translation of an operation previously recognised in other comprehensive income
in accordance with paragraphs 32 and 39(c) IAS 21 “Foreign Currency” are not reclassified from equity to profit
or loss until the disposal of the operation.
113
39. Financial instruments

The Company manages its capital to ensure that it is able to continue as a going concern while maximising
the return to shareholders. Refer to note 28 for the Group’s overall strategy and financial risk management
objectives.
The capital resources of the Company consist of cash arising from equity, comprising issued capital, reserves
and retained earnings.
Categories of financial instruments
2023 2022
$’000 $’000
Financial assets – measured at amortised cost
Cash 1,796 2,391
Amounts due from subsidiaries 35,659 35,918
37,455 38,309
Financial liabilities – measured at fair value
Trade creditors (184) (196)
(184) (196)
Interest rate risk

All financial liabilities held by the Company are non-interest bearing. As the Company has no committed
borrowings, the Company is not exposed to any significant risks associated with fluctuations in interest rates.
Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial
loss to the Company. For cash, the Company only transacts with entities that are rated equivalent to
investment grade and above. Other financial assets consist of amounts receivable from related parties.
The Company’s credit risk on liquid funds is limited because the counterparties are banks with high credit
ratings assigned by international credit-rating agencies.
The carrying amount of financial assets recorded in the Company financial statements, which is net of any
impairment losses, represents the Company’s maximum exposure to credit risk.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an
appropriate liquidity risk management framework for the management of the Company’s short, medium and
long-term funding and liquidity management requirements. The Company maintains adequate reserves, by
continuously monitoring forecast and actual cash flows.
The Company’s financial liabilities are immaterial and therefore no maturity analysis has been presented.
Foreign exchange risk and foreign currency risk management
The Company holds a large portion of its monetary assets in the US Dollars and Euro, mitigating the exchange
risk between the US Dollars and Euro and monetary liability in the US Dollars. More information on the
foreign exchange risk and foreign currency risk management is disclosed in note 28 to the Consolidated
Financial Statements.
114
40. Related parties

Amounts due from subsidiaries
The Company has entered into a number of unsecured related party transactions with its subsidiary
undertakings. The most significant transactions carried out between the Company and its subsidiary
undertakings are mainly for short and long-term financing. Amounts owed from these entities are detailed
below:
2023 2022
$’000 $’000
Cadogan Petroleum Holdings Limited 35,659 35,918
35,659 35,918
Refer to note 34 for details on the Company’s receivables due from subsidiaries.
The remuneration of the Directors, who are the key management personnel of the Group, is set out below
in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. In 2023 there were no
other employees in the Company. Further information about the remuneration of individual Directors is
provided in the audited part of the Annual Report on Remuneration 2023 on pages 44 to 48.
Purchase of services Amounts owing
2023 2022 2023 2022
$’000 $’000 $’000 $’000
Directors’ remuneration 712 693 54 83
Social contribution on Directors’ remuneration 72 72 - -
The total remuneration of the highest paid Director was $0.5 million in the year (2022: $0.5 million).
41. Events after the balance sheet date

Events after the balance sheet date are disclosed in note 31 to the Consolidated Financial Statements.
115
Glossary
IFRSs International Financial Reporting Standards

JAA Joint activity agreement
UAH Ukrainian hryvnia
GBP Great Britain pounds
$ United States dollars
bbl Barrel
boe Barrel of oil equivalent
mmboe Million barrels of oil equivalent
mboe Thousand barrels of oil equivalent
mboepd Thousand barrels of oil equivalent per day
boepd Barrels of oil equivalent per day
bcf Billion cubic feet
mmcm Million cubic metres
mcm Thousand cubic metres
Reserves Those quantities of petroleum anticipated to be commercially
recoverable by application of development projects to known
accumulations from a given date forward under defined conditions.
Reserves include proved, probable and possible reserve categories.
Proved Reserves Those additional Reserves which analysis of geoscience and engineering
data can be estimated with reasonable certainty to be commercially
recoverable, from a given date forward, from reservoirs and under
defined economic conditions, operating methods and government
regulations.
Probable Reserves Those additional Reserves which analysis of geoscience and engineering
data indicate are less likely to be recovered than proved Resources but
more certain to be recovered than possible Reserves.
Possible Reserves Those additional Reserves which analysis of geoscience and engineering
data indicate are less likely to be recoverable than probable Reserves.
Contingent Resources Those quantities of petroleum estimated, as of a given date, to be
potentially recoverable from known accumulations by application of
development projects, but which are not currently considered to be
commercially recoverable due to one or more contingencies.
Prospective Resources Those quantities of petroleum which are estimated as of a given date to
be potentially recoverable from undiscovered accumulations.
P1 Proved Reserves
P2 Probable Reserves
P3 Possible Reserves
1P Proved Reserves
2P Proved plus Probable Reserves
3P Proved plus Probable plus Possible Reserves
Workover The process of performing major maintenance or remedial treatment of
an existing oil or gas well
E&E / E&P Exploration and Evaluation / Exploration and Production
LTI Lost time incidents
116
Shareholder Information
Enquiries relating to the following administrative matters should be addressed to the Company’s
registrars: Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL.
Telephone: 0371 664 0300. Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable international rate.
Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England
and Wales.
 Loss of share certificates.
 Notification of change of address.
 Transfers of shares to another person.
 Amalgamation of accounts: if you receive more than one copy of the Annual Financial
Report, you may wish to amalgamate your accounts on the share register.
You can access your shareholding details and a range of other services at the Shareholder Portal
www.signalshares.com.
Information concerning the day-to-day movement of the share price of the Company can be
found on the Group’s website www.cadoganpetroleum.com or that of the London Stock
exchange www.prices.londonstockexchange.com.
Unsolicited mail
As the Company’s share register is, by law, open to public inspection, shareholders may receive
unsolicited mail from organisations that use it as a mailing list. To reduce the amount of
unsolicited mail you receive, contact: The Mailing Preference Service, FREEPOST 22, London
W1E 7EZ. Telephone: 0845 703 4599. Website: www.mpsonline.org.uk.
117
Shareholder Information
Financial calendar 2023/2024

Annual General Meeting June 2024
Half Yearly results announced September 2023
Annual results announced May 2024
Investor relations
Enquiries to: [email protected]
Registered office
Shakespeare Martineau LLP,
6th Floor, 60 Gracechurch Street, London EC3V 0HR
Registered in England and Wales no. 05718406
Ukraine
48/50A Zhylyanska Street
Business center “Prime”, 8th floor
01033 Kyiv
Ukraine
Email: [email protected]
Tel: +38 044 594 58 70
Fax: +38 044 594 58 71
www.cadoganenergysolutions.com
118

Annual Results 2023

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CADOGAN ENERGY SOLUTIONS PLC

ANNUAL FINANCIAL REPORT

Key Financial Highlights of 2023:

 Average realised price1: $59.32/boe (2022: $73.4/boe)

 Gross revenues2: $7.6 million (2022: $8.5 million)

 G&A3: $3.6 million (2022: $3.4 million)

 Profit per share: 0.5 cents (2022: loss of 0.6 cents)

 Cash at year end: $14.2 million (2022: $13.9 million)

Key Operational Highlights of 2023:

The Arbitration proceeding ended in July 2022.

The Arbitral Committee:

Unit 2023 2022 2023 vs 2022

Average production (working interest basis) 1 boepd 326 323 +1%

Non E&P operations

The Arbitral Committee:

Summary of the Group’s licenses (as at 31 December 2023)

Related party transactions

The decrease of the value of the Hryvna is a

The terms of the agreement are clear and include the

Refer to note 28 to the Consolidated Financial Statements

As at 31 December 2023, the Company comprised a total of 74 persons, as follows:

Michel Meeùs, 71, Belgian

Lilia Jolibois, 59, American

Gilbert Lehmann, 78, French

Appointment and replacement of Directors

Directors’ indemnities and insurance

Agreements between shareholders

Restrictions on voting deadlines

Financial risk management objectives and policies

Consolidation approach and organisation boundary

Energy consumption in the UK is immaterial.

Task force on climate-related financial disclosures (‘TCFD’)

TCFD related disclosures

2024 Annual General Meeting

Board Leadership and Company Purpose

The purpose of the Board is to:

 monitor Group activities to see that sustainable value is being created;

 Code of Business Conduct and Ethics

The Board has access to the advice of the company secretary.

Composition, Succession and Evaluation

Audit, Risk and Internal Control

The Company’s going concern is contained on page 26 of the annual report.

Responsibilities and membership of Board Committees

(a) the likely consequences of any decision in the long term;

Audit Committee Report

Health, Safety and Environment Committee Report

Nomination Committee Report

ANNUAL REPORT ON REMUNERATION

Salary and fees Taxable benefit1 Contributions to Annual bonus Total

F Khallouf 493,136 479,720 27,037 29,486 78,258 75,035 - - 598,431 584,241

M Meeùs 89,000 89,000 - - - - - - 89,000 89,000

Total Fixed Remuneration Total Variable Remuneration

Executive Director 598,431 584,241 - -

The Chairman and Non-Executive Directors

Shares as at 31 December 2023 2022

The Company’s performance

Historic Remuneration of Chief Executive

Salary Taxable Annual Long-term Pension Loss of Total