Basis of preparation and material accounting policies |
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| Basis of preparation and material accounting policies | Note 2. Basis of preparation and material accounting policies 2.1 Basis of preparation and presentation The accompanying consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023, were prepared in accordance with the IFRS Accounting Standards (“International Financial Reporting Standards”) issued by the International Accounting Standards Board (“IASB”). They were prepared on a historical cost basis, except for certain financial assets and liabilities that were measured at fair value. The figures contained herein are stated in US Dollars (“USD”) and are rounded to the nearest thousand, unless otherwise stated. These consolidated financial statements were approved by management for inclusion in the Company’s annual report on Form 20-F on April 28, 2026, and the subsequent events through that date are considered (Note 34 ). 2.2 New accounting standards, amendments and interpretations issued by the IASB 2.2.1 New effective accounting standards, amendments and interpretations issued by the IASB adopted by the Company Amendments to IAS 21: The effects of Changes in Foreign Exchange rates – Lack of Exchangeability In August 2023, the IASB issued amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates to clarify when entities are required to assess if a currency is exchangeable into another currency, and how to determine the exchange rate when a currency is not exchangeable. The amendments also require that information be disclosed so that the users of the financial statements may assess how the lack of exchangeability affects profit and financial position, and cash flows. The amendments will become effective for annual periods beginning on or after January 1, 2025. Early adoption is allowed, but comparative information cannot be restated. These amendments had not impact on the Company’s consolidated financial statements, since they are governed by a convertible currency. 2.2.2 New accounting standards, amendments and interpretations issued by the IASB not yet effective IFRS 18: Presentation and Disclosure in Financial Statements On April 9, 2024, the IASB issued “IFRS 18 - Presentation and Disclosure in Financial Statements”, amending “IAS 1 - Presentation of Financial Statements” to introduce new requirements for the presentation and disclosure of information in financial statements and the related explanatory notes, as well as the requirement to disclose Management-defined performance measures. Among others, IFRS 18 requires companies to classify revenue and expenses of “Statement of profit and other comprehensive income” in the following categories: (i) operating: (ii) investing; (iii) financing; (iv) income tax, and (v) discontinued transactions. It also sets forth the requirement to file subtotals and totals for: (i) operating profit or loss; (ii) profit or loss before financing and income tax, and (iii) profit or loss for the period. In addition, it requires that companies disclose Management-defined Performance Measures (“MPM”) in a note to the financial statements, explaining the calculation method, and reconciliation with the financial information filed, among others. Finally, limited-scope amendments were made to the following standards: (i) IAS 7 - Statement of Cash Flows; (ii) IAS 8- Accounting Policies, Changes in Accounting Estimates and Errors, and (iii) IAS 34- Interim Financial Reporting. The amendments will become effective for annual periods beginning on or after January 1, 2027. Early adoption is allowed and must be applied retrospectively. The Company is assessing the impact of IFRS 18 on its consolidated financial statements. 2.3 Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. 2.3.1 Subsidiaries Subsidiaries are all entities over which the Company has control, which occurs if and only if the Company has all the following:
The Company reassesses whether it controls a subsidiary, if facts or circumstances indicate that there are changes to 1 or more of the 3 elements of control mentioned above. When the Company does not have a majority of the voting rights of an investee, it has power over the latter when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company assesses all facts and circumstances to determine whether voting rights are sufficient to give it power over an entity, including:
Relevant activities are those that most significantly affect the subsidiary’s performance, such as the ability to approve an operating and capital budget and the power to appoint Management personnel, among others. Subsidiaries are consolidated from the date the Company obtains control over them and ceases when such control ends. Specifically, profit and expenses of a subsidiary acquired or disposed of during the year are included in the statements of profit or loss and other comprehensive income as from the date in which the Company obtains control until it assigns or loses such control. Intercompany transactions, balances and income or losses are deleted. The subsidiaries’ financial statements are adjusted when needed to align their accounting policies to the Company’s accounting policies. Below are the Company’s main subsidiaries:
For further information, see Note 3 4 . 2.3.2 Changes in interests Changes in the Company’s working interests in its subsidiaries that do not result in a change in control of the subsidiary are accounted for as equity transactions. The carrying amount of the Company’s interests is adjusted to reflect the changes in interests in the subsidiaries. When the Company ceases to consolidate or book a subsidiary for loss of control, joint control or significant influence, any retained working interest in the entity is remeasured at fair value with the change in the carrying amount recognized in the statements of profit or loss and other comprehensive income. This fair value becomes the initial carrying amount for the purposes of subsequently booking retained interest as the associate, joint venture or financial asset. In addition, any amount previously recognized in other comprehensive income in relation to such entity is booked as if the Company had directly disposed of the related assets or liabilities. This may mean that the amounts previously recognized in other comprehensive income are reclassified to profit or loss. If the working interest in a joint venture or associate is reduced, but the entity retains the joint control or significant influence, only a proportion of the previously recognized amounts in other comprehensive income is reclassified to profit or loss. 2.3.3 Joint arrangements According to “IFRS 11-Joint Arrangements”, investments are classified as joint operations or joint venture, depending on contractual rights and obligations. The Company has joint operations but has no joint venture. Joint operations A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control exists only when decisions about the relevant business activities require the unanimous consent of the parties that collectively control the arrangement. When the Company carries out activities under joint operations, recognize in proportion to its interest:
The Company books its assets, liabilities, revenues and expenses related to its interest in a joint operation according to the IFRS applicable. They were included in the consolidated financial statements in the related accounts. Interest in joint operations were based on the latest financial statements or financial information available as of every year-end considering significant subsequent events and transactions, and management information available. The financial statements or the financial information of the joint operations are adjusted, if needed, so that the accounting policies are consistent with the Company’s accounting policies. See Notes 1.1 and 29 for further information on the Company’s joint operations. 2.4 Summary of material accounting policies 2.4.1 Segment information The operating segments are reported in a consistent manner with the internal reports provided by the Executive Management Committee (the “Committee” that is considerate the “Chief Operating Decision Maker” or “CODM”). The CODM is the highest decision-making authority, in charge of allocating resources and establishing the performance of the entity’s operating segments and was identified as the body executing the Company’s strategic decisions. 2.4.2 Property, plant and equipment, Goodwill and other intangible assets 2.4.2.1 Property, plant and equipment Property, plant and equipment is measured using the cost model, the asset is valued at cost less depreciation and any subsequent accumulated impairment loss. Subsequent costs are included in the carrying amount of the asset or are recognized as a separate asset, as the case may be, only when it is probable that future economic benefits may flow to the Company and the cost of the asset may be measured reliably, otherwise such costs are charged to profit or loss during the reporting period in which they are incurred. Works in progress are booked at cost less any impairment loss, of applicable. Profit and loss from the sale of property, plant and equipment is calculated by comparing the consideration received with the carrying amount of the date in which the transaction was carried out. (i) Depreciation methods and useful lives Estimated useful lives, residual values and the depreciation method are reviewed at every period-end, and changes are recognized prospectively. An asset is impaired when its carrying amount exceeds its recoverable amount. The Company considers climate-related matters, including physical and energy transition risks, and determines if applicable regulations may affect the useful life or residual value of property, plant and equipment; for example, should machines and facilities using fuel fossils be prohibited or restricted, or if additional energy efficiency requirements are introduced (Note 2.4.20). The Company amortizes drilling costs applicable to productive and in development and production facilities, according to the unit of production method (“UDP” by Spanish acronym), applying the proportion of Crude oil and Natural gas produced to prove and develop Crude oil and Natural gas reserves, as the case may be. The mineral properties is amortized applying the proportion of produced Crude oil and Natural gas to total estimated Crude oil and Natural gas proved reserves. The costs of acquiring properties with unproved reserves are valued at cost, and their recoverability is assessed regularly based on geological and engineering estimates of the reserves and resources expected to be proved during the life of each concession and are not depreciated. Capitalized costs related to the acquisition of properties and the extension of concessions with proved reserves were depreciated per field based on a UDP by applying the proportion of produced Crude oil and Natural gas to estimated total proved oil and gas reserves. The Company’s remainder items of property, plant and equipment are depreciated using the straight-line method based on their estimated useful lives, as detailed below:
Land does not depreciate. (ii) Assets for oil and gas exploration The Company adopts the successful effort method to account for its oil and gas exploration and production activities. This method implies the capitalization of: (i) the cost of acquiring properties in oil and gas exploration and production areas; (ii) the cost of drilling and equipping exploration wells arising from the discovery of commercially recoverable reserves; (iii) the cost of drilling and equipping development wells, located in proved reserves areas; and (iv) estimated well plugging and abandonment obligations. Exploration and evaluation involve the search for hydrocarbon resources, the assessment of its technical viability and the assessment of the commercial feasibility of an identified resource. According to the successful effort method, exploration costs such as geological and geophysical (“G&G”) costs, excluding the costs of exploration wells and 3D seismic testing in operating concessions, are expensed in the period in which they are incurred. These capitalized costs are subject to technical, commercial and administrative review, and a review of impairment indicators at least once a year. When there is sufficient management information indicating impairment, the Company conducts an impairment test according to the policies described in Note 3.2.2. Estimated well plugging and abandonment obligations in hydrocarbon areas, discounted at a risk-adjusted rate, are capitalized in the cost of assets and are amortized using the UDP method. A liability for the estimated value of discounted amounts payable is also recognized. Changes in the measurement of these obligations as a consequence of changes in the estimated term, the cost or discount rate are added to or deducted from the cost of the related asset. (iii) Rights and Concessions Rights and concessions are booked as part of property, plant and equipment and are depleted on the UDP over the total proved reserves of the relevant area. The calculation of the UDP rate for the depreciation of development costs considers expenses incurred to date and authorized future development expenses. 2.4.2.2 Goodwill and Other intangible assets (i) Goodwill Goodwill arises during an initial business combination and represents the excess of the consideration transferred over the fair value of net assets acquired. After initial recognition, goodwill is measured at cost less cumulative impairment losses. To conduct impairment tests, goodwill is allocated as from acquisition date to each cash-generating unit (“CGU”), which represents the lowest level within the Company at which the goodwill is monitored for internal management purposes. Goodwill is tested once a year. When goodwill is allocated to a CGU and part of the transaction within such unit is eliminated, goodwill related to such eliminated transaction is included in the carrying amount of the transaction to determine gain or loss on sale. The Company constantly assesses climate-related risks, including physical and energy transitions risks in measuring the recoverable value of the business credit (Note 2.4.20). (ii) Other intangible assets Other intangible assets acquired separately are measured using the cost model; after initial recognition, the asset is valued at cost less amortization and any subsequent accumulated impairment loss. Other intangible assets are amortized using the straight-line method; software licenses are amortized over their estimated 3 year useful life. The amortization of these assets is recognized in the statements of profit or loss and other comprehensive income. The estimated useful life, residual value and amortization method are reviewed at every period-end, and changes are recognized prospectively. 2.4.3 Leases The Company has lease contracts for various items of buildings, facilities and machinery, which are recognized under IFRS 16. The Company recognizes right-of-use Right-of-use Right-of-use The Company recognizes lease liabilities measured at the present value of the payments to be made during the lease term. These payments include fixed payments, variable payments dependent on an index or rate, and the purchase option and the penalty payments from lease termination. The Company determines the lease term as the noncancellable lease term, together with any period covered by an option to extend the agreement if it is reasonably certain that it will exercise that option. To calculate the present value of lease payments, the Company uses the incremental borrowing rate at the lease contract. After the commencement date, liabilities will be increased to reflect the accretion of interest and will be reduced by the payments made. In addition, the carrying amount of lease liabilities are remeasured if there is an amendment, a change in the lease term, a change in the fixed or in-substance fixed payments or a change in the assessment to buy the underlying asset. The Company applies the exemption to recognize short-term leases (i.e., those leases for a term under 12 months as from the commencement date with no call option). Also, the low-value asset exemption also applies to low-value items. The lease payments of low-value assets are recognized as expenses under the straight-line method during the lease term. 2.4.4 Impairment of property, plant and equipment, right-of-use Long-lived assets with a definite useful life undergo impairment tests whenever events or changes in circumstances have indicated that their carrying value may not be recoverable. When the carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognized for the value of the asset. An asset’s recoverable amount is the higher of (i) the fair value of an asset less costs of disposal and (ii) its value in use. Assets are tested for impairment at the lowest level in which there are separately identifiable cash flows largely independent of the cash flows of other groups of assets or CGUs. Amortized long-lived assets are reviewed for potential reversal of impairment at the end of each reporting period. The Company constantly assesses climate-related risks, including physical and energy transitions risks, could have a significant impact and its eventual inclusion in the cash flows to determine the recoverable value (Note 2.4.20). See Note 3.2.2 for further information on impairment of long-lived assets other than Goodwill. 2.4.5 Foreign currency translation 2.4.5.1 Functional and presentation currency The functional currency of the Company and its subsidiaries is the USD, the currency of the primary economic context in entity operates. To determine the functional currency, the Company makes judgments and it must be reconsidered in the event of a change in conditions that may determine the primary economic context. The presentation currency of the Company is USD. 2.4.5.2 Transactions and balances Transactions in a currency other than the functional currency (“foreign currency”) are accounted for at the exchange rate as of each transaction date. Foreign exchange gains and losses from the settlement of transactions and the translation at the closing exchange rate of monetary assets and liabilities denominated in foreign currency are recognized in the consolidated statements of profit or loss and other comprehensive income in “Other financial income (expense)” under “Net changes in foreign exchange rate”. Monetary balances in foreign currency are converted at each country’s official exchange rate as of every year-end. 2.4.6 Financial instruments 2.4.6.1 Financial assets (i) Classification - Financial assets at amortized cost Financial assets are classified and measured at amortized cost provided that they meet the following criteria: (i) the purpose of the Company’s business model is to maintain the asset to collect the contractual cash flows; and (ii) contractual conditions, on specific dates, give rise to cash flows only consisting in payments of principal and interest on the outstanding principal. - Financial assets at fair value Financial assets are classified and measured at fair value through the consolidated statements of other comprehensive income if the financial assets are held in a business model whose objective is achieved by obtaining contractual cash flows and selling financial assets. However, financial assets are classified and measured at fair value through the consolidated statements of profit or loss if any of the aforementioned criteria is not met. (ii) Recognition and measurement Upon initial recognition, the Company measures a financial asset at its fair value plus, the transaction costs that are directly attributable to the acquisition of the financial asset. The Company reclassifies financial assets when and only when it changes its model for managing these assets. (iii) Impairment of financial assets The Company recognizes an allowance for Expected Credit Losses (“ECL”) for all financial assets not held at fair value through profit or loss. ECLs are based on the difference between contractual cash flows owed and all the cash flows that the Company expects to receive. For trade and other receivables, the Company calculates an allowance for ECL at each reporting date. Expected credit losses in trade and other receivables are estimated on a case-by-case The Company recognizes an ECL of a financial asset when contractual payments are more than 90 days past due or when the internal or external information shows that it is unlikely that the pending contractual amounts be received. A financial asset is derecognized when there is no fair expectation to recover contractual cash flows. 2.4.6.2 Financial liabilities and equity instruments (i) Financial liabilities A contractual agreement is classified as a financial liability and is measured at fair value with changes in the consolidated statements of profit or loss and other comprehensive income. The financial liabilities are initially recognized at fair value and after that, at their amortized cost (using the effective interest method) or at fair value through the consolidated statements of profit or loss and other comprehensive income. The effective interest method is used in the calculation of the amortized cost of a financial liability and in the allocation of interest expense during the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments throughout the expected life of the financial liability. The Company derecognizes financial liabilities when obligations are discharged, cancelled or expired. The difference between the carrying amount of such financial liability and the consideration paid is recognized in the consolidated statements of profit or loss and other comprehensive income. When an existing financial liability is replaced by another one in terms that are substantially different from the original term or the terms of an existing liability change substantially, it results in the derecognition of the original liability and recognition of a new liability. The difference in the related accounting values is recognized in the consolidated statements of profit or loss and other comprehensive income. Borrowings are recognized initially at fair value, net of transaction costs incurred and collateral if any. Financial liabilities related to purchasing value units (“UVA” by Spanish acronym) are adjusted by the benchmark stabilization coefficient (“CER” by Spanish acronym) at each closing date, recognizing the effects on “Other financial income (expense)” under “Remeasurement in borrowings”. (ii) Equity instruments An equity instrument is any agreement that evidences an interest in the Company’s equity and is recognized for the amount of profit earned for the issuance of the equity instrument, net of direct issuance costs. (iii) Compound financial instruments The component parts of a compound instrument issued by the Company are classified separately as financial liabilities and equity instruments according to the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. An equity instrument is a conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of Company own equity instruments. The fair value of the liability component, if any, is estimated using the prevailing market interest rate for similar nonconvertible instruments. This amount is recorded as a liability at amortized cost using the effective interest method until extinguished upon conversion or at the instrument redemption date. A conversion option classified as equity is determined by deducting the liability component amount from the fair value of the compound instrument as a whole. It is recognized and included in equity, net of income tax effects, and it not subsequently remeasured. Moreover, the conversion option classified as an equity instrument remains in equity until the conversion option is exercised, in which case, the balance recognized in equity is transferred to another equity account. When the conversion option is not exercised at the redemption date of liability component, the balance recognized in equity is transferred to retained earnings. No profit or loss is recognized in the statement of profit or loss after the conversion or redemption of the conversion option. Transaction costs related to the issuance of compound financial instruments are allocated to liability and equity components in proportion to the allocation of gross proceeds. Transaction costs related to the equity component are recognized directly in equity. Transaction costs related to the liability component are included in the carrying amount of liability component and are amortized throughout the life of negotiable obligations using the effective interest method. 2.4.6.3 Offsetting of financial instruments Financial assets and liabilities are disclosed separately in the consolidated statement of financial position unless the following criteria are met: (i) the Company has a legally enforceable right to set off the recognized amounts, and (ii) the Company intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. A right to set off is that available to the Company to settle a payable to a creditor by applying against it a receivable from the same counterparty. 2.4.7 Recognition of revenue from contracts with customers and other operating income (i) Revenue from contracts with customers Revenue from contracts with customers related to the sale of crude oil, natural gas and Liquefied Petroleum Gas (“LPG”) is recognized when control of the assets is transferred to the customer. It is recognized for an amount of consideration to which the Company expects to be entitled in exchange for these assets, recognizing a credit under “Oil, gas and GLP accounts receivable (net of allowance for expected credit losses)” (Note 16). As of December 31, 2025, the normal credit term is 20 days for crude oil sales and 51 days for natural gas and LPG sales. The Company has reached the conclusion that it acts as principal in its revenue agreements because it controls assets before transferring them to the customer. In Note 5.1 revenues was broken down by (i) product type and; (ii) distribution channels. All Company revenue is recognized at a point in time. The Company recognizes a contract asset if the goods or services are transferred before receiving the agreed-upon payment and/or consideration. It recognizes a contract liability when there is an obligation to transfer goods or services to a customer for which the entity has received consideration. (ii) Other operating income The Company discloses its other operating income in Note 9.1 and mainly included:
The Company recognizes revenue over time using an input method to measure progress toward service completion. 2.4.8 Inventories Inventories are made up of Crude oil and materials and spare parts, and they are measured at the lower of cost and net realizable value. The cost of Crude oil inventories includes production expenses and other costs incurred in bringing the inventories to their present location and condition to make the sale. The cost of materials and spare parts is determined using the weighted average cost method. The net realizable value is the estimated selling price in the ordinary course of business less the estimated direct costs necessary to make the sale. The recoverable amount of these assets is assessed at each reporting date, and any resulting loss is recognized in the consolidated statements of profit or loss and other comprehensive income. Significant materials and spare parts, that the Company does not expects to use in the next 12 months, are included in “Property, plant and equipment”. 2.4.9 Cash and cash equivalents For the presentation of the consolidated statement of cash flows, cash and cash equivalents include: (i) cash on hand and demand deposits in banks and financial institutions; and (ii) other short-term highly liquid investments originally maturing in 3 or less months, readily convertible into known cash amounts and subject to insignificant risk of changes in value. Overdrafts in checking accounts, if any, are disclosed within current liabilities in the consolidated statement of financial position and they are not disclosed in the consolidated statement of cash flows as they do not comprise the Company’s cash and cash equivalents. 2.4.10 Equity Changes in equity were accounted for according to legal or regulatory standards, and Company decisions and the Company’s accounting policies and decisions. (i) Capital stock Capital stock is made up of shareholder contributions, share-based payments; net of shares repurchased in market. It is represented by outstanding shares at nominal value and is made up of Series “A” and “C” shares. (ii) Other equity instruments The other equity instruments are related to a capital stock generated by a cashless exercise of warrants, which allowed to the holders, obtains 1 Series A share for each 31 Warrants owned (Note 17.3 and 21.1). (iii) Legal reserve The legal reserve according to the Mexican Business Associations Law, required to allocate at least 5% of net profit for the year based on the Company’s nonconsolidated financial statements, and must be increase until it is equal to 20% of capital. (iv) Share-based payments The share-based payments correspond to the equity-settled compensation granted by the Company to certain employees, through which they receive equity instruments (Note 2.4.15). (v) Share repurchase reserve The share repurchase reserve, is related to the creation of a reserve for the acquisition of the Company’s own shares, which is subject to Mexico’s Securities Market Law provisions and should be approved by the Ordinary Shareholders’ meeting in compliance with the following requirements:
The share repurchase reserve is based on the Company’s nonconsolidated financial statements (vi) Other accumulated comprehensive income (losses) Other accumulated comprehensive income comprises actuarial gains and losses for defined benefit plan remeasurement and the related tax effect. (vii) Accumulated profits (losses) Accumulated profits or losses comprise the profit (or loss) for the current year and retained earnings or accumulated losses that were not distributed, the amounts transferred from other comprehensive income and prior-year adjustments. Similarly, for capital reduction purposes, these distributions will be subject to income tax assessment according to the applicable rate, except for remeasured contributed capital stock or distributions from the net taxable profit account (“CUFIN, by Spanish acronym). 2.4.11 Employee benefits 2.4.11.1 Salaries and payroll taxes Salaries and payroll taxes expected to be settled within 12 months after period-end are recognized for the amounts expected to be paid and are disclosed in “Salaries and payroll taxes” current in the consolidated statement of financial position (Note 24). Costs related to compensated absences, such as vacation, bonuses and incentives are recognized as they are accrued. In Mexico, the employees’ share in profit (“PTU, by Spanish acronym”) is paid to qualifying employees; is calculated using the income tax base. The PTU is recognized in the consolidated statements of profit or loss and other comprehensive income under “Employee benefits”. 2.4.11.2 Employee benefits The Company maintains a defined benefit plan which are related to a series of pension benefits that certain employees will receive at retirement, depending on factors, such as age, years of service and compensation. According to the conditions established in each plan, the benefit may consist of a single payment or payments supplementary to pension system payments. The cost of employee defined benefit plans is recognized periodically according to the contributions made by the Company. Labor cost liabilities are accumulated in the periods in which employees render the services that give rise to the consideration. The defined benefit obligation is the present value of the defined benefit obligation, net of the fair value of plan assets. The defined benefit obligation is calculated at least as of every year-end by independent actuaries through the projected unit credit method and is assessed discounting estimated future cash outflows using future actuarial assumptions on the demographic and financial variables that affect the assessment of such amounts. Actuarial profit and losses derived from changes in actuarial assumptions are recognized in other comprehensive income in the period in which they arise and that shall not be reclassified to profit (loss) in subsequent years, likewise the costs of past services are recognized in the consolidated statements of profit or loss and other comprehensive income. 2.4.12 Borrowing costs Borrowings costs directly attributable to the acquisition, construction or production of assets that necessarily require a substantial period of time to be ready for their intended use or sale are added to the cost of these assets until they are ready for their intended use or sale. Income earned on the temporary investment of specific borrowings is deducted from borrowings costs eligible for capitalization. Other borrowings costs are accounted for in the period in which they are incurred. For the years ended December 31, 2025, and 2024, the Company has not capitalized borrowings costs because it had no qualifying assets, except for interest on the discount at present value on lease liabilities disclosed in Note 14. 2.4.13 Provisions and contingent liabilities The Company recognizes provisions when the following conditions are met: (i) it has a present or future obligation as a result of a past event; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) a reliable estimate can be made. No provisions for operating future losses are recognized. In the case of provisions in which the time value of money is significant (as is the case of well plugging and abandonment and environmental remediation) these provisions are determined as the present value of the expected cash outflow for settling the obligation. Provisions are discounted at a rate that reflects current market conditions as of the date of the statement of financial position and, as the case may be, the risks specific to the liability. When the discount is applied, the increase in the provision due to the passage of time is recognized as a financial cost in the consolidated statements of profit or loss and other comprehensive income. (i) Provision for contingencies Provisions for probable contingencies are measured at the present value of the amounts expected to be made to settle the present obligation, considering the best information available upon preparing the financial statements, based on the opinion of the Company’s legal counsel. Estimates are regularly reviewed and adjusted. Potential contingent liabilities are: (i) obligations from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of uncertain future events not wholly within the Company’s control; or (ii) present obligations from past events that will not likely require an outflow of resources for its settlement, or which amount cannot be estimated reliably. These liabilities are disclosed in notes to the consolidated financial statements (Note 28.2). Contingent liabilities which probability is remote are not disclosed. (ii) Well plugging and abandonment provision The Company recognizes a provision for well pugging and abandonment when there is a legal or constructive obligation as a result of past events, it is probable that a cash flow will be required to settle the obligation, and the amount to be disbursed can be reliably estimated. In general, the obligation arises when the asset is installed, or the wells of land or environment at the site is modified. When the liability is initially recognized, the present value of estimated costs is capitalized, increasing the carrying amount of the assets related to the Crude oil and Natural gas extraction insofar as they were incurred for the development or construction of the well. The other provisions from an enhanced development or construction of the Crude oil and Natural gas production wells and facilities increase the cost of the related asset when the liability arises. The changes in the estimated time or cost of well plugging and abandonment are afforded a prospective treatment by booking an adjustment to the related provision and asset. (iii) Provision for environmental remediation The provision for environmental remediation is recognized when it is likely that a soil remediation be conducted, and costs may be estimated reliably. Generally, the timing of recognition of these provisions coincides with the commitment to a formal plan of action or, if earlier, on divestment or on closure of inactive sites. The amount recognized is the best estimate of the expenditure required to settle the obligation. To consider the time value of money, the recognized value is the present value of the estimated future expense. The effect of such estimate is recognized in the consolidated statements of profit or loss and other comprehensive income. It assesses if climate risks, including physical and energy transition risks, may have a major impact. If so, such risks are included in cash flows projected for estimating environment remediation costs (Note 2.4.20). 2.4.14 Income tax Income tax for the period includes current and deferred income tax. Income tax is recognized in the consolidated statements of profit or loss and other comprehensive income except if it is related to items recognized in other comprehensive income or directly in equity. Current and deferred tax assets and liabilities were not discounted and are stated at nominal values. Income tax rates effective in Argentina and Mexico stand at 35% and 30% as of December 31, 2025, 2024 and 2023, respectively. For further information, see Note 15, 30.2 and 30.4. (i) Current income tax The Company recognizes a current income tax liability as of every year-end, calculated based on effective laws enacted by the related tax authorities. The Company regularly assesses the positions adopted in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation. When tax treatments are uncertain and it is probable that a tax authority will accept the tax treatment afforded by the Company, income tax is recognized according to their calculations and interpretations. If it is not considered likely, the uncertainty is shown using the most likely amount method or the expected value method depending on the method that best predicts the resolution to the uncertainty. The Company does business in several jurisdictions and is governed by effective laws enacted by each tax authority. The final assessment of current income tax for certain transactions and calculations is uncertain as there are cases in which tax regulations are subject to Company interpretation. (ii) Deferred income tax Deferred income tax is calculated using the liability method by comparing the tax bases of assets and liabilities and their carrying amounts in the financial statements to assess temporary differences. Deferred tax assets and liabilities are booked at nominal values and measured at the tax rates that are expected to apply to the period in which the liability is settled or the asset realized based on tax rates (and tax laws) enacted as of period-end. Deferred income tax assets and liabilities are only offset when there is a legally enforceable right, and they are related to income tax levied by the same tax authority. Deferred income tax assets are recognized only insofar as it is probable that future taxable profit will be available and may be used to offset temporary differences. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient profit will be available to allow all or part of the asset to be recovered. 2.4.15 Share-based payments The Company grants to some employees shared-based compensation; whereby employees receive as consideration for equity instruments (equity-settled transactions). The cost of equity-settled transactions is determined by the fair value at grant date using a proper valuation method (Note 31) and is recognized in the consolidated statements of profit or loss and other comprehensive income in “General and administrative expenses” under “Share-based payments”. On March 22, 2018, the Company approved a Long-Term Incentive Plan (“LTIP”) whose goal is to attract and retain talented persons such as officers, directors, employees and consultants. The LTIP includes the following mechanisms for rewarding and retaining key personnel: (i) Stock option plan (“SOP”) The stock option plan grants the participant the right to buy a number of shares over certain term. The cost of the equity-settled plan is measured at grant date considering the specific terms and conditions. The equity-settled compensation cost is recognized in the consolidated statements of profit or loss and other comprehensive income in “General and administrative expenses” under “Share-based payments” (Note 8). (ii) Restricted stock (“RS”) The restricted stock plan grants the participant additional benefits are met through a stock option plan which has been classified as an equity-settled share-based payment. The cost of the equity-settled plan is measured at grant date considering the specific terms and conditions and is recognized in the consolidated statements of profit or loss and other comprehensive income in “General and administrative expenses” under “Share-based payments” (Note 8). (iii) Performance restricted stock (“PRS”) The performance restricted stock grants the participant, which entitle them to receive PRS after having reached certain performance targets over a time of period. PRS are classified as equity-settled share-based payments. The cost of the equity-settled plan is measured at grant date considering the specific terms and conditions and is recognized in the consolidated statements of profit or loss and other comprehensive income in “General and administrative expenses” under “Share-based payments” (Note 8). 2.4.16 Investments in associates An associate is an entity over which the Company has significant influence, being the power to participate in the financial and operating policy decisions of the associate but not control or join control over it, as mentioned in Note 2.3.1. Investments are initially recognized at acquisition cost and then using the equity method whereby interests are recognized in profit or loss and in equity. The equity method is used as from the date when the significant influence over the associates is exercised. The associates’ financial statements were prepared using the same policies employed in preparing these consolidated financial statements. The Company’s interests in the associates’ net profits or losses, after acquisition, are recognized in the statements of profit or loss and other comprehensive income in “Income (loss) from investments in associates”. For further information, see Note 18. 2.4.17 Biological assets Biological assets are measured at initial recognition, and at the end of each reporting period, at fair value less estimated costs to sell at the point of harvest or collection. Changes in fair value at initial or subsequent recognition are recognized in the period in the consolidated statement of profit or loss and other comprehensive income. As of December 31, 2025 and 2024, the Company has biological assets for 15,855 and 10,027, mainly related of tree plantations, and its fair value less costs to sell are similar to replacement cost, as they are at the initial growth cycle. Tree plantations are classified as non-current biological assets because they are not expected to be harvested within the next 12 months. 2.4.18 Business combination The acquisition method is used to book business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for these acquisitions comprises:
Identifiable assets acquired and liabilities assumed in a business combination are initially measured at fair values at the acquisition date. The costs related to the acquisition are booked as incurred expenses. Goodwill is an excess of:
If the fair value of the acquiree’s net identifiable assets exceeds these amounts, before recognizing profit, the Company reassesses whether it has correctly identified all assets acquired and liabilities assumed, reviewing the procedures employed to measure the amounts to be recognized at the acquisition date. If the assessment still results in excess of the fair value of net assets acquired in relation to the total consideration transferred, gain from a bargain purchase is recognized directly in the consolidated statements of profit or loss and other comprehensive income, under “Gain from Business Combination” within “Other operating income”. When the settlement of any cash consideration is deferred, the future amounts payable is discounted at their present value at the exchange date. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained under comparable terms and conditions. Contingent consideration will be recognized at its fair value at the acquisition date. Contingent consideration is classified as equity or as a financial liability. The amounts classified as a financial liability are remeasured at fair value with changes in fair value through the consolidated statements of profit or loss and other comprehensive income. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. When the Company acquires a business, it assesses the financial assets acquired and liabilities incurred in relation to its adequate classification and designation according to contractual terms, economic circumstances and relevant conditions as of the acquisition date. Oil reserves and resources acquired that may be measured reliably are recognized separately at fair value upon the acquisition. Other potential reserves, resources and rights, which fair values cannot be measured reliability, are not recognized separately but are considered part of goodwill. If the business combination is performed in stages, the previously held equity interest in the acquiree is measured at acquisition-date fair value. Profit or loss from such remeasurement is recognized in the consolidated statements of profit or loss and other comprehensive income. The Company has a maximum period of 12 months from the date of acquisition to finalize the acquisition accounting. When it is incomplete as of the end of the year in which the business combination takes place, the Company reports provisional amounts. As detailed in Note 1.2.2 and 32, during the year ended December 31, 2025 the Company recognized the acquisition of Vista Lach as a business combination (“Business Combination”). 2.4.19 Going concern The Board oversees the Group’s cash position regularly and liquidity risk to ensure that there are sufficient funds to meet expected financing, operating and investing requirements. Considering the macroeconomic context, the result of operations and the Group’s cash position as of December 31, 2025 and 2024, the Directors asserted, upon approving the financial statements, that the Group may reasonably be expected to fulfill its obligations in the foreseeable future. Therefore, these consolidated financial statements were prepared on a going concern basis. 2.4.20 Climate-Related Matters The Company frequently assesses the potential impact of climate-related matters in the estimates and assumptions used as basis for some items in the financial statements. Even though the Company considers that its business model will continue to be feasible after transition to a low-carbon economy, climate-related matters increase uncertainty in the following estimates and assumptions: (i) Useful life of property, plant and equipment: upon reviewing the expected useful life and residual value of assets, the Company considers climate-related matters and the legislation that may restrict the use of assets or require major capital expenditure (Note 2.4.2.1). (ii) Impairment of long-lived assets and business credit: upon assessing the recoverable value of these assets, the Company considers climate-related matters, and climate change regulations (Note 3.2.1 and 3.2.2). (iii) Environmental remediation liabilities: the Company considers the potential impact of climate-related matters upon estimating future decommissioning costs (Note 2.4.13). Even though the Company considers climate-related matters have no major impact in the consolidated financial statements, it regularly assesses relevant changes and developments. 2.5 Regulatory framework A- Argentina 2.5.1 Regulatory framework for oil and gas activity In Argentina, oil and gas exploration, exploitation and trade is governed by Law No. 17,319 and its amendments (“Argentine Hydrocarbons Law”), which establishes the regulatory framework for the exploration, exploitation, transportation and marketing of hydrocarbons (oil and natural gas) in the country. The main modifications to the Argentine Hydrocarbons Law are detailed below: (i) Law No. 27,007:
However, the Province of Neuquén has its own Hydrocarbon Law No. 2,453. Hence, the Company’s assets in the Province of Neuquén are governed by such law, whereas the remainder assets located in the Provinces of Río Negro and Salta follow Law No. 17,319, and its subsequent amendments. (ii) Law No. 27,742: On June 28, 2024, Argentina’s House of Representatives approved Law of Bases and Points of Departure for the Freedom of Argentineans No. 27,742, as well as Law of Palliative and Relevant Tax Measures No. 27,743 (jointly, “the Bases Law”). On July 8, 2024, the Bases Law was enacted through Presidential Decrees No. 592/2024 and No. 593/2024, respectively, published in the Official Bulletin. These law’s main objective is to deregulate the Argentine economy and adjust the state’s operation and structure; declaring a public administrative, economic, financial, and energetic emergency for a year, and grant the Argentine Executive (“PEN” by its Spanish acronym) delegated legislative powers, as main measures. Regarding the main amended to the Argentine Hydrocarbons Law, as follows: - Eliminates the concept of hydrocarbon self-supply existing at the time, with the objective of maximizing corporate profits from the exploitation of resources; - Establishes that the Executive (National or Provincial, as the case may be) may grant storage permits and authorizations for hydrocarbon processing, under the requirements and conditions set forth by the Argentine Hydrocarbons Law; - Grants producers rights to trade, transport, and industrialize hydrocarbons and by-products, while prohibiting the National Executive (“PEN” by Spanish acronym) from intervening or setting prices; - Establishes the free export and import of hydrocarbons and by-products, eliminating the Department of Energy’s (“SE” by Spanish acronym) authority to challenge export permits; - Amends the acquisition system and terms for unconventional concessions following the reconversion of conventional concessions; - Authorizes the regulatory authority to grant concessions for terms other than those established in Hydrocarbons Law; - Amends the extension system for new concessions; - Mandates that new concessions be awarded through a bidding process upon expiration of existing concessions. The Bases Law also sets forth the creation of an Incentive Regime for Large Investments (the “RIGI” by Spanish acronym), which provides stability and offers tax, customs, and foreign exchange benefits for projects in various sectors, including the energy and oil & gas, subject to specific conditions. The RIGI was established and published in the Official Bulletin on August 23, 2024, through Decree No. 749/2024, applicable to the oil & gas sector solely for the following activities: (i) construction of treatments plants, natural gas separation plants, oil & gas pipelines, and polyducts, and storage facilities; (ii) transportation and storage of liquid and gaseous hydrocarbons; (iii) petrochemical plants, including fertilizer production and refinery; (iv) natural gas production, collection, treatment, processing, fractioning, liquefaction and transportation for export of liquefied natural gas, as well as the infrastructure works required to develop the industry, and (v) offshore exploration and exploitation of liquid and gaseous hydrocarbons. The Bases Law had no significant impact on these consolidated financial statements. For further information, see Note 34. (iii) Decree No. 929/2013 The SE granted to the Company, through its subsidiary Vista Lach, the ownership of the benefits, under sections 6 and 7 of the Investment Promotion Regime for Hydrocarbon Production established by Decree No. 929/2013, as amended by Law No. 27,007. This regime grants as from March 2023, among others, a zero rate on export duties applicable to a specific percentage of LACh’s production. Additionally, in December 2024, within the framework of this regime, Central Bank of Argentina (“BCRA” by Spanish acronym) Communiqué “A” 8155 implemented the free availability of foreign exchange proceeds from exports according to the percentages established under the regime. 2.5.2 Exports Increase Program On October 3, 2023 SE , through Resolution No. 808/23, established that the exporters of crude oil, natural gas and by-products (that meet certain conditions) may receive specified percentage of the funds obtained from exports through securities acquired in foreign currency and sold in local currency. This percentage was initially set at 25% in the aforementioned resolution. Subsequently, the percentage was modified as follows: (i) On October 23, 2023, through Necessity and Urgency Decree (“DNU” by Spanish acronym) No. 549/23, it was set at 30%, effective through November 17, 2023. (ii) On November 20, 2023, through DNU No. 597/23 it was set at 50%, effective until December 10, 2023. (iii) On December 13, 2023, through DNU No. 28/23 it was set at 20%. However, on April 14, 2025, the Argentine Executive issued DNU No. 269/2025 expressly repealing DNU No. 28/23 and, consequently, removing the differential system established thereunder. For the years ended December 31, 2025, 2024 and 2023, the Company recognized a gain of 4,961, 45,201 and 81,232 in “Other operating income” under “Gain from Exports Increase Program” (Note 9.1). 2.5.3 Gas market (i) Argentine promotion plan to stimulate Natural gas production: 2020-2024 supply and demand system (“Gas IV Plan”) On November 13, 2020, through Decree No. 892/2020, the PEN approved Gas IV Plan, whereby it declared that the promotion of Natural gas production is both a matter of public interest and a priority. The aforementioned decree was replaced by Decree No. 730/2022 of November 3, 2022, extending the term of the Gas IV Plan through December 31, 2028. On December 22, 2022, through Resolution No. 860/2022, of the SE, the Company, through its subsidiary Vista Argentina, was awarded a base volume of 0.86 million cubic meters per day (“Mcm/d”) at an annual average price of 3.29 USD/MMBTU (Millions of British Themal Units (“MMBTU”)), applicable until December 31, 2024. On April 19, 2023, through Resolution No. 265/2023 of the SE, the base volume awarded to Vista was increased to 1.14 Mcm/d, maintaining the annual average price of 3.29 USD/MMBTU, applicable for a 4-year period as from January 1, 2025. On December 4, 2025, the Department of Energy (“SE” by Spanish acronym) granted the Company export quotas to Chile averaging 0.06 Mcm/d per year for the next 3 years (2026 through 2028). For the years ended December 31, 2025 and 2024, the Company received a net amount of 4,646 and 3,839, respectively. As of December 31, 2025 and 2024, the receivables related to such plan stand at 2,316 and 3,007, respectively (Note 16). 2.5.4 Changes in the foreign exchange framework During the year ended December 31, 2025, and to the date of issuance of these financial statements, the Central Bank of Argentina (“BCRA” by Spanish acronym) issues a series of regulatory aimed at easing certain foreign exchange restrictions, including: (i) It introduced a currency band system under which the Argentine peso (“ARS”) to USD exchange rate in the free foreign exchange market (“MLC” by Spanish acronym) may fluctuate within a price floor and ceiling. These limits will be adjusted monthly based on the latest inflation indicators as from January 1, 2026; (ii) Along with the Argentine government, it eliminated the Export Increase Program for settling exports (see Note 2.5.2); (iii) It authorized dividend distribution to foreign shareholders for fiscal years beginning as from January 1, 2025, provided that these distributions related to distributable earnings obtained from realized earnings in annual financial statements; (iv) It loosened the terms to pay foreign exchange transactions and access the free foreign exchange market to repay financial debts; (v) It introduced exceptions to the foreign currency settlement system, and established that the funds deposited abroad from the issuance of debt securities are no longer computed as liquid external assets for purposes of foreign exchange restrictions, and; (vi) It incorporated specific provisions for the repatriation of direct investments from nonresidents, enabling access to the MLC for the repatriation provided that certain regulatory requirements are met. 2.5.5 Royalties and others (i) Royalties As mentioned in Note 2.5.1, royalties are governed by Law No. 17,319, as amended, and are calculated by applying 12% to the selling price after discounting certain expenses with the purpose of taking the value of the cubic meter of crude oil, natural gas and LPG to wellhead prices. (ii) Export duties Law No. 27,541, issued in December 2019, sets the maximum rate for export duties of hydrocarbons and mining at 8%. Royalties and export duties are recognized in the consolidated statements of profit or loss and other comprehensive income in “Cost of sales” under “Royalties and others” (Note 6.3). B- Mexico 2.5.6 Exploration and production activities regulatory framework In 2013, Mexico introduced several amendments to Mexico’s Constitution that led to opening crude oil, natural gas and energy to private investments. As part of the energy reform, Petróleos Mexicanos (“Pemex” by Spanish acronym) transformed from a decentralized public entity into a productive state-owned enterprise. Mexico’s Hydrocarbon Law, that preserves state property over subsoil hydrocarbons but allows private companies to assume responsibility for hydrocarbons once extracted. These amendments also allow private sector entities to obtain permits for the processing, refining, marketing, transportation, storage, import and export of hydrocarbons. Mexico’s Hydrocarbon Law, that preserves state property over subsoil hydrocarbons but allows private companies to assume responsibility for hydrocarbons once extracted. Therefore, empowers private-sector entities to request the granting of a permit from Mexico’s Energy Regulatory Commission (“CRE” by Spanish acronym) to store, transport, distribute, trade and sell hydrocarbons. In addition, private-sector entities can import or export hydrocarbons subject to a permit issued by the “SENER”. The National Hydrocarbon Commission (the “CNH” by Spanish acronym) conducts rounds of bid granting agreements to oil companies and business consortia. It interacts with Pemex and private companies and manage all E&P agreements. The agreements for the transport, storage, distribution, compression, liquefaction, decompression, regassification, trade and sale of crude oil, oil byproducts and natural gas are granted by the CRE. In May 2021, Mexican Hydrocarbons Law Reforms (the “Reforms”) was published in the Official Bulletin. In general, the Reforms affect the permit system under Mexican Hydrocarbon Law by granting enhanced powers to the SENER and the CRE to grant, review, and revoke the different permits under such law. The Reforms also regain public control of the Mexican oil trading sector. On March 18, 2025, the Mexican government enacted a reform introducing new legislation related to: (i) the Law governing Pemex and (ii) the Hydrocarbons Sector Law. This reform includes, among other measures, the following provisions: (i) Hydrocarbon exploration and exploitation contracts previously signed with the Mexican State prior to the enactment of the new legal provisions will remain effective and will continue to be governed by the terms and conditions under which they were originally granted, pursuant to laws and provisions in effect upon execution; (ii) The management of these contracts, along with the regulatory and oversight powers related to hydrocarbon exploration and extraction, have been fully centralized under Mexico’s SENER, which has assumed the roles and responsibilities of the former National Hydrocarbons Commission (“CNH”); (iii) Regulations issued by regulatory authorities prior to the reform will remain in effect and continue to apply, provided they do not conflict with the new legislation; (iv) Authorizations and permits previously granted to the upstream sector by the SENER, the CNH or the former Energy Regulatory Commission (“CRE”) will remain valid and retain their legal effect. (v) The issuance, amendment, or termination of upstream sector authorizations or permits will now be subject to the public policy established by the Mexican State through the SENER; (vi) All subsidiary production companies of Pemex have been merged into the latter. The agreements entered into by these dissolved companies will remain in force and continue to have the same effects under the originally agreed-upon terms and conditions. Likewise, the exploration and extraction activities will be carried out under three methods: (i) Allocations for own development, which will be exclusively owned by Pemex, making it the sole operator. However, Pemex may enter into service provision contracts with third parties, provided that such agreements aim to maximize productivity and profitability, and that the consideration is paid in cash. (ii) Mixed-use development allocations, which may be granted by SENER. This plan allows private investment in projects operated by Pemex, provided that the latter maintains at least a 40% interest. (iii) E&P agreements, which may be entered into by the SENER only in exceptional cases if Pemex either refuses or is unable to carry out hydrocarbon development under the aforementioned plans. These contracts may be service agreements, production- or profit-sharing agreements, or licensing agreements. The Energy Reform also involved an administrative reorganization, under which the responsibilities of the CNH and the CRE were transferred to the SENER and the newly established National Energy Commission (“CNE”). The SENER will oversee the regulation of the upstream sector. Market Regulations In February 2025, the Executive signed a voluntary agreement with Mexican gas station owners to cap the price of regular gasoline at Mexican Peso (“MXN”) 24 per liter for an initial six-month period. This measure aims to alleviate financial pressure on consumers. The import and export of oil byproducts, petrochemicals and hydrocarbons, as well as their sale within Mexico are regulated activities subject to permits issued by the SENER. At present, in onshore projects, private operators sell their entire hydrocarbon production domestically to Pemex. 2.5.7 Royalties and others The consideration payable to the Mexican government will be made up of: (i) Contractual installment for exploration phase It applies to the areas that do not have a development plan approved by the CNH and it is calculated monthly using the instalment established for each square kilometer comprising the areas covered by the contract. (ii) Royalties Royalties apply to the concessions’ total output and are calculated by applying the contractual percentage to the selling price. The contractual percentage is 45%, which will be adjusted as established in the contract. There is also a variable royalty, which will be applied to each type of hydrocarbon by applying the related rate to the selling price. Royalties are included in the consolidated statements of profit or loss and other comprehensive income in “Cost of sales” under “Royalties and others” (Note 6.3). |
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