Coro Energy PLC - Half Year Report

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended 30 June 2025

Note 1: Basis of preparation of the interim financial statements

The condensed consolidated interim financial statements of Coro Energy plc (the "Group") for the six month period ended 30 June 2025 have been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.

The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2024, which was prepared under International Financial Reporting Standards (IFRS) in conformity with the requirements of the Companies Act 2006, and any public announcements made by Coro Energy plc during the interim reporting period.

These condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group's statutory financial statements for the year ended 31 December 2024 prepared under IFRS have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under Section 498(2) of the Companies Act 2006. These condensed consolidated interim financial statements have not been audited.

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

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except as set out below.

Basis of preparation - going concern

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

The Group ended the period with cash of $0.3m and current receivables of $0.3m related to the residual sales proceeds from the sale of the Italian operations. The Group raised gross proceeds of £2.1m from a combined equity fund raise and WRAP retail offer in February 2025.

The Group's Eurobond was fully redeemed in February 2025 when Bondholders passed resolutions at a meeting of Bondholders to deem all the principal and interest outstanding under the Bonds to have been repaid in full of approximately 75% of the principal and all accrued interest written off and with the balance of the principal converted into 311,617,085 Bond Conversion Shares. Additionally, the Group fully repaid the convertible loan note taken out in August 2024 and November 2024.

Post the period under review, the Company raised gross proceeds of £1.7m from a combined equity fund raise and WRAP retail offer in August 2025.

Management have prepared a consolidated cash flow forecast for the period to 31 December 2025 which shows that the Group will require additional equity financing to meet its obligations and intended work renewables work programme in Asia during this period. The Group is actively pursuing a significant fundraise and the directors have a reasonable expectation that sufficient funds can be raised on equity markets to provide this liquidity, although the ability to raise sufficient capital is not guaranteed.

Based on the above, the Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing the Group and Company financial statements for the period ended 30 June 2025. Should the Group and Company be unable to continue trading, adjustments would have to be made to reduce the value of the assets to their recoverable amounts, to provide for further liabilities which might arise and to classify fixed assets as current. The auditors make reference to a material uncertainty in relation to going concern within their audit report.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended 30 June 2025

a)   New and amended standards adopted by the Group

New and amended standards which became applicable on 1 January 2025 do not have a material impact on the Group, and the Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these standards/amendments.

b)   New accounting policies adopted by the Group

There were no new accounting policies adopted by the Group during the period, nor any amendments to existing accounting policies.

Note 2: Significant changes

There are two significant changes affecting the financial position and performance of the Group during the six months to 30 June 2025. In February 2025 Bondholders at a meeting of Bondholders approved a proposal to deem all the principal and interest outstanding under the Eurobonds to have been repaid in full with approximately 75% of the principal and all accrued interest written off and with the balance of the principal converted into 311,617,085 new ordinary shares (note 8). On 10 April 2025, the Company announced that it had entered into an agreement in relation to the sale, by its wholly owned subsidiary Coro Energy Duyung (Singapore) Pte Ltd, of its 15% participating interest in the Duyung PSC to West Natuna Exploration Ltd ("WNEL"), a subsidiary of Conrad Asia Energy Ltd (note 12).

The results of the Group for the comparative period to 30 June 2024.

For further discussion of the Group's performance and financial position refer to the Chairman Statement.

The Group's results are not materially impacted by seasonality.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended 30 June 2025

Note 3: Segment information

The Group's reportable segments as described below are based on the Group's geographic business units. This includes the Group's upstream gas operations in Italy, upstream gas operations and renewable energy operations in South East Asia, along with the corporate head office in the United Kingdom. This reflects the way information is presented to the Group's Chief Operating Decision Maker, which is the Executive Chair.

Note 4: Profit and loss information

a)   General and administrative expenses

General and administrative expenses in the income statement includes the following significant items of expenditure:

Corporate and compliance costs increased significantly during the period under review as a result of the share capital reorganisation, Eurobond redemption and proposed sale of Duyung.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended 30 June 2025

b)    Finance income / expense

Note 5: Loss per share

The calculation of basic profit per share from continuing operations was based on the profit attributable to shareholders of $23.7m (2024: loss $1.4m) and a weighted average number of ordinary shares outstanding during the half year of 375,196,325 (2024: 2,866,858,784). In February 2025, shareholders approved the Share Capital Reorganisation in which for every 100 Existing Ordinary Shares of 0.1 pence each in the issued share capital of the Company will be consolidated into one Consolidated Share of 10 pence each (note 9).

Diluted loss per share from continuing operations for the current and comparative periods is equivalent to basic loss per share since the effect of all dilutive potential ordinary shares is anti-dilutive.

Note 6: Property, plant and equipment

Reconciliation of the carrying amounts for each material class of intangible assets for the six months ended 30 June 2025 are set out below:

Additions to solar assets for the year consist of operational sites under the MWG contract.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended 30 June 2025

Note 7: Intangible assets

Exploration and evaluation assets relate to the Group's interest in the Duyung PSC. In April 2025, the Group announced a sale agreement for its 15% interest in the Duyung PSC to West Natuna Exploration Ltd ("WNEL"), a subsidiary of Conrad Asia Energy Ltd ("Conrad"). Under this agreement all outstanding cash calls made upon the Group, including the $430,000 of exploration and evaluation assets, would be settled for a one-off payment of $300,000 and the Group will be released from any obligation to pay future cash calls. The sale plan also sets out a consideration price of an initial 500,000 shares in Conrad with a value of approximately $225,000, with a further $750,000 shares in Conrad to be delivered to the Company within 45 days of first commercial production. This sale plan is well below the carrying value of the exploration and evaluation asset of USD18.9m. Duyung PSC was assessed under IFRS 5 Held for Sale as at 31 December 2024 and management considered that the requirements of IFRS in respect to the year end classification and concluded that the criteria were not met at year end and it was determined that the sale plan originated after the end of the financial year under review and that there was no active search for a buyer at that time. However, indicators of impairment existed as at 31 December 2024 in that sufficient data exists to suggest that although a development is likely to proceed, the carrying value of exploration and evaluation assets exceeded the recoverable value of these assets. The best estimate of fair value was determined by referencing the 2025 sale plan as being $225,000 as at 31 December 2024 and the asset was impaired in the 2024 financial year.

Intangible development assets comprise expenditure directly attributable to the design and development of identifiable and unique renewables projects controlled by the Group in the Philippines. No indicators of impairment of these assets were noted following testing performed at 31 December 2024.

Goodwill was initially recognised following the acquisition of the renewables projects in the Philippines. During 2023, the Group acquired an additional entitlement to dividends from its partners in these projects for a consideration of $145k, which was paid by issuing new ordinary shares in the Company (note 9). The Group's dividend entitlement increased from 80% to 88%. No impairment of goodwill was noted following testing performed at 31 December 2024.

Note 8: Borrowings

The Group's Eurobond was fully redeemed in February 2025 when Bondholders passed resolutions at a meeting of Bondholders to deem all the principal and interest outstanding under the Bonds to have been repaid in full of approximately 75% of the principal and all accrued interest written off and with the balance of the principal converted into 311,617,085 Bond Conversion Shares. Additionally, the Group fully repaid the convertible loan note taken out in August 2024 and November 2024 during the period under review.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended 30 June 2025

Note 9: Share capital and share premium

In February 2025, shareholders approved the Share Capital Reorganisation in which for every 100 Existing Ordinary Shares of 0.1 pence each in the issued share capital of the Company will be consolidated into one Consolidated Share of 10 pence each. Subsequently, each Consolidated Share will be subdivided into one New Ordinary Share of 0.5 pence and one Deferred Share of 9.5 pence. The New Ordinary Shares created upon implementation of the Share Capital Reorganisation will have the same rights as Existing Ordinary Shares including voting, dividend and other rights.

In February 2025, Bondholders at a meeting of Bondholders approved a proposal to deem all the principal and interest outstanding under the Eurobonds to have been repaid in full, with approximately 75% of the principal and all accrued interest written off and with the balance of the principal converted into 311,617,085 new ordinary shares.

In February 2025, the Group raised gross proceeds of £2,100,009.24 million by way of the Equity Fundraising, comprising the Subscription which raised gross proceeds of £1,974,000.00 through the issue of 131,600,000 new ordinary shares and a Retail Offer which raised gross proceeds of £126,009.24 through the issue of 8,400,616 Retail Offer Shares at the Issue Price. Additionally, a further 375,000 new ordinary shares were issued in consideration of the purchase of a further 7.5% interest in Coro Renewables VN1 Joint Stock Company in 2023 (note 12).

Note 10: Other Reserves

Share based payments reserve

No new options were issued in the period under review. In 2023, the Group issued 70,000,000 options as a standalone award during the period to directors and management. The options vest on the third anniversary of the grant date and are subject to the achievement of certain performance criteria, being a final investment decision being taken by the partners to the Duyung PSC or the successful sale of the Company's interest in the Duyung PSC.  Should the performance criteria not be met as they are no longer relevant, the Remuneration Committee may permit the options to vest if it is deemed appropriate to do so.  Vested options will be exercisable at 0.255 British pence per ordinary share.

The options have been valued on the grant date using a Black Scholes model, resulting in a valuation of £0.0013 per award. The total value of the awards will be expensed over the vesting period in line with the requirements of IFRS 2.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended 30 June 2025

Functional currency translation reserve

The translation reserve comprises all foreign currency differences arising from translation of the financial position and performance of the parent company and certain subsidiaries which have a functional currency different to the Group's presentation currency of USD. The total loss on foreign exchange recorded in other reserves for the period was $1.0m (H1 2024: $0.1m loss).

Note 11: Trade and other payables

Trade and other payables includes the Joint Venture payables owed to Conrad Asia prior to the settlement agreement being entered in to, deferred payments amounts owed to the EPC contractor for the MWG contract and other creditors relating to the costs associated with the recent restructuring and capital raising.

On 10 April 2025, the Company announced that it had entered into an agreement in relation to the sale, by its wholly-owned subsidiary Coro Energy Duyung (Singapore) Pte Ltd, of its 15% participating interest in the Duyung PSC to West Natuna Exploration Ltd ("WNEL"), a subsidiary of Conrad Asia Energy Ltd. The terms of the sale agreement set out that Coro will be released from any obligation to pay existing or future cash calls for a total consideration of $300,000. Coro has paid the total consideration as set by the agreement, but as at the date of this report the sale agreement has not finalised all terms and as such the joint venture payables are still recognised as outstanding.

Note 12: Interests in other entities

Duyung PSC

The Group's wholly owned subsidiary, Coro Energy Duyung (Singapore) Pte Ltd, is the owner of a 15% interest

in the Duyung Production Sharing Contract ("PSC").

On 10 April 2025, the Company announced that it had entered into an agreement in relation to the sale, by its wholly owned subsidiary Coro Energy Duyung (Singapore) Pte Ltd, of its 15% participating interest in the Duyung PSC to West Natuna Exploration Ltd ("WNEL"), a subsidiary of Conrad Asia Energy Ltd. The terms of the agreement of the sale are conditional, inter alia, on:

(i) approval from Indonesia's Ministry of Energy and Mineral Resources and

(ii) the approval of the terms of the Agreement by Shareholders of Coro at a general meeting

The terms of the Agreement provide for:

(i) the release of Coro Duyung from any obligation to pay existing or future cash calls;

(ii) a total cash consideration of US$300,000 to be paid by Coro to WNEL following Shareholder Approval. This payment represents a US$477,000 saving on the amounts Conrad maintains is outstanding by Coro Duyung as at the end of December 2024

(iii) following receipt of Government Approval, the issuance to the Company of 500,000 new ordinary shares at no par value in Conrad. The Conrad Shares had a value of approximately US$225,000 based on the AU$0.75 closing share price of Conrad on 9 April 2025; and

(iv) within 45 days of the first commercial production in respect of the Duyung PSC, the issue of further new ordinary shares in Conrad ("Additional Conrad Shares") to Coro equal in value to US$750,000. To the extent that Conrad or WNEL's interest in the Duyung PSC falls below 20% at that time, then such payment may be reduced dependent on the extent of that reduction on interest.

On 14 May 2025, shareholders at a General Meeting approved the sale of the Group's participating interest in the Duyung PSC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended 30 June 2025

Coro Renewables VN1 Joint Stock Company

In October 2021, a binding shareholder agreement was signed with VPE and the Group acquired an 85% interest in the newly incorporated Vietnamese company, Coro Renewables VN1 Joint Stock Company, which owns 100% of Coro Renewables VN2 Company Limited, which in turn owns 100% of Coro Renewables Vietnam Company Limited. In February 2024 the Group increased its interest by 7.5% to 92.5%.

Note 13: Contingencies and commitments

Contingent Liabilities

As noted in note 23, in the 2024 full year financial statements the Company was in receipt of a potential claim for fees in relation to services claimed to have been provided in relation to the Company's 2024 convertible loan note and the completed recapitalization of the business. The claim has now been issued. The Company continues to be of the view that the claim has no merit and will contest the claim. In the event the claim is successful against the Company it may have to pay a material amount of money to the claimant for which it has made no provision.

Commitments

As stated in note 12, the sale agreement releases Coro's from any obligation to pay existing or future cash calls and as therefore has no commitment to the 2025 Duyung work programme. The Group has no committed work programmes in it Philippine or Vietnam operations at the reporting date.

Note 14: Subsequent events

On 3 July 2025, the Company announced a strategic partnership with Threefold Energy Group after signing a memorandum of understating to explore batter energy storage system opportunities in Vietnam and other South East Asian countries.

On 14 August 2025, the Company announced the completion of a fundraising by way of a placing and WRAP retail offer. The Placing which will raise gross proceeds of approximately £1.64 million through the issue of 329,089,000 Placing Shares, and the WRAP Retail Offer which will raise gross proceeds of approximately £32,415.19 through the issue of 6,483,038 WRAP Retail Offer Shares at the Issue Price.

On 1 September 2025, the Company announced that an extension to the long stop date for the sale of its interest in the Duyung PSC which was previously announced on 10 April 2025 and 14 May 2025. The new long stop date has been mutually agreed as end September 2025.