2025 Annual Reports (PSE 2025)

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ANNUAL REPORT 2025 PETROLIA SE

CONTENT

STATEMENT OF DIRECTORS AND RESPONSIBILITY STATEMENT 05

MANAGEMENT REPORT 07

CORPORATE SOCIAL RESPONSIBILITY 10

FINANCIAL STATEMENTS - GROUP

Consolidated Income Statement 12

Consolidated Statement of Comprehensive Income 13

Consolidated Statement of Financial Position - Assets 14

Consolidated Statement of Financial Position - Equity and Liabilities 15

Consolidated Statement of Changes in Equity 16

Consolidated Statement of Cash Flows 17

Notes to the consolidated financial statements 18

FINANCIAL STATEMENTS - PARENT COMPANY

Statement of profit or loss and other Comprehensive Income 55

Statement of Financial Position 56

Statement of Changes in Equity 57

Statement of Cash Flows 58

Notes to the financial statements 59

AUDITOR'S REPORT 83

CORPORATE GOVERNANCE REPORT 91

404

TATE

RESPONSIBILITY

MENT

05

RESPONSIBILITY STATEMENT

STATEMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER RESPONSIBLE PERSONS OF PETROLIA SE FOR THE FINANCIAL STATEMENTS IN THE ANNUAL REPORT FOR THE YEAR ENDING 31 DECEMBER 2025

In accordance with Article 9, sections (3)

(c) and (7) of the Cyprus Transparency Requirements (Securities for Trading on Regulated Market) Law of 2007 ("Law"), we, the members of the Board of Directors and the other responsible persons for the consolidated and separate financial statements of Petrolia SE for the year ended 31 December 2025, confirm that, to the best of our knowledge:

1. the annual consolidated and separate financial statements that are presented on pages 12 to 81:

   • (i) were prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, and in accordance with the provisions of Article 9, section (4), of the Law; and

   • (ii) give a true and fair view of the assets and liabilities, the financial position and the profit or losses of Petrolia SE and the undertakings included in the consolidated accounts taken as a whole; and

2. the Management Report gives a fair review of the developments and performance of

the business and the financial position of Petrolia SE and the undertakings included in the consolidated accounts taken as a whole together with a description of the principal risks and uncertainties that they are facing.

Berge Gerdt Larsen Chair of the Board

Sjur Storaas Board member

Limassol, 27th of April 2026

George Hadjineophytou Board member

Polycarpos Protopapas Board member Managing director

Marios Tornaritis Finance manager

ANNUAL REPORT 2025 PETROLIA SE

606

MANAGEMENT

REPORT

‌MANAGEMENT REPORT

INTRODUCTION AND STRATEGY

Petrolia SE Group, which comprises Petrolia SE ("Petrolia" or the "Company") and its subsidiaries (together referred to as the "Group") has two business divisions: Energy and Energy Service. Petrolia SE is listed on the Oslo Stock Exchange under the ticker code PSE.

Energy division

The Energy division focuses primarily on exploration for and production of oil and gas.

Petrolia is the largest shareholder (49.9%) of Petrolia NOCO AS ("PNO"), an independent E&P company on the Norwegian Continental Shelf ("NCS") and an associate of the Company. The company is a Licence Partner and Operator and is registered on NOTC. PNO has various licence shares and has made one commercial discovery. The acquisition of a 12.26% interest in Brage was completed on 29 December 2023. PNO, in its published unaudited condensed interim financial statements for Q4 2025, reported that net production to PNO in Q4 2025 was 2,084 boe per day.

Energy Service division

The Energy Service division has since 2007 primarily focused on well services for oil and gas drilling, mainly through the global Independent Oil Tools AS Group ("IOT"), a subsidiary of the Company. Well services are also provided for thermo and salt drilling.

The Group owns one landrig, drills and performs workover on land wells as a drilling contractor with this rig and hired in rigs whenever drilling contracts are secured.

Through CO2 Management AS, the division is involved with managing CO2 reduction projects as well as Carbon Capture, Utilisation and Storage (CCUS) activities.

The subsurface competence of PNO may be used for CO2 Storage Wells on the NCS.

ANALYSIS OF THE FINANCIAL STATEMENTS

Petrolia SE presents its financial information in USD.

Financial information, Group

Total revenue amounted to USD 60.4 million for the fiscal year 2025 (2024: USD 53.5 million), mainly relating to the Energy Service segment. Operating profit for the Group in 2025 amounted to USD 4.5 million, after deduction of depreciation of USD 7.7 million. Operating profit for the Group in 2024 amounted to USD

5.9 million, after deduction of depreciation of USD 7.2 million and impairment of fixed assets of USD 0.8 million. Profit after tax for the Group amounted to USD 5.2 million in 2025 (2024: USD 3.3 million).

As at 31 December 2025, the total assets of the Group amounted to USD 77.8 million. Total assets of the Group amounted to USD 63.1 million as at 31 December 2024.

Total equity of the Group amounted to USD

50.2 million as at 31 December 2025, including a minority interest of USD 1.8 million.

Total equity of the Group amounted to USD

42.6 million as at 31 December 2024, including a minority interest of USD 1.8 million.

As at 31 December 2025, the total number of shares outstanding in Petrolia SE was 59,133,786 with par value USD 0.10 each.

Cash inflows from operating activities were USD 10.2 million in 2025 (2024: USD 11.5

million). Cash outflows from investing activities were USD 0.7 million in 2025 (2024: USD 2.9 million). Cash outflows from financing activities in 2025 were USD 6.3 million (2024: USD 5.9 million) mainly related to interest, lease interest and lease instalments.

Total cash position as at 31 December 2025 was USD 17.1 million (2024: USD 13.4 million). This included restricted cash of USD 707 thousand (2024: 213 thousand).

Financial information, Parent

Total revenues amounting to USD 171 thousand for 2025 (2024: USD 162 thousand), related to management (USD 122 thousand) and consultancy (USD 49 thousand) fees for the rendering of services to the Group by the Norwegian branch.

Operating loss for the parent company

amounted to USD 1.7 million (2024: profit of USD 1.6 million).

Profit after tax for the parent amounted to USD 3.6 million (2024: profit of USD 6.4 million).

As at 31 December 2025, the total assets of the Parent amounted to USD 44.7 million of which investments in subsidiaries were USD 39.3 million, loan assets was USD 4.9 million, cash at bank was USD 0.3 million and investment in associate was USD nil.

Total equity of the Parent amounted to USD

43.9 million as at 31 December 2025 (2024:

USD 40.3 million).

As at 31 December 2025, the total number of shares outstanding in Petrolia SE was 59,133,786, with par value USD 0.10 each.

Cash outflows from operating activities were USD 2.2 million in 2025 (2024: outflows of USD 0.7 million). Cash inflows from investing activities were USD 0.9 million (2024: inflows of 0.8 million). Cash outflows from financing activities were USD 76 thousand (2023: USD 68 thousand).

Total cash position as at 31 December 2025 was USD 0.4 million (2024: USD 1.8 million). This included restricted cash of USD 30 thousand (2024: 28 thousand).

FINANCIAL AND LIQUIDITY RISK

The Group's long-term financing is mainly bank loans totalling USD 1.7 million (Note 21) and leases of equipment totalling USD

4.4 million (Note 19). The Group also has leases of land and buildings totalling USD

8.5 million (Note 19).

Additional information on liquidity risk is presented in Note 23.

GOING CONCERN

Management has conducted a review of the going concern assumption considering all relevant information available up to the date the consolidated and parent financial statements

were issued, taking into account all available information about the future, for at least 12 months from the reporting date.

The forecast cash flows from the Energy Service division provide sufficient cash flows and the Group expects to be in a position to serve its working capital needs and other obligations as and when they fall due. These forecasts have been made based on past experiences and detailed knowledge of the local markets.

The Group's management remains confident in the Group's ability to continue to adapt cost levels to the activity and to maintain sufficient financial resources to enable it to continue as a going concern for the foreseeable future.

Following its review, management confirms that the requirements of the going concern assumption are met and that these financial statements have been prepared on that basis.

WORKING ENVIRONMENT AND PERSONNEL

Petrolia SE has five employees, three men and two women.

In total, the Group had 214 highly competent employees worldwide as at 31 December 2025. The Group is an equal opportunity employer and will not tolerate discrimination. Recruitment, promotion and reward are based entirely on merit.

There have not been any serious accidents reported in the Group in 2025.

Petrolia's Board of Directors consisted of 4 men as at 31 December 2025.

ENVIRONMENT REPORTING

The Group's objective is that all of its activities are carried out with the minimum of risk to people or damage to the surroundings. The Group's activities during 2025 have conformed with the demands of the prevailing authorities in its worldwide operations.

Based on the current transposition of the

Corporate Sustainability Reporting Directive (CSRD) into Cypriot law, the Group is no longer required to prepare sustainability reporting in accordance with CSRD requirements. Nevertheless, the Group will continue to monitor regulatory and legislative developments at both EU and national level and will consider the adoption of voluntary sustainability reporting, where appropriate. In parallel, the Group will continue to assess and consider the impacts of climate-related matters on its financial position and performance, as reflected in its financial statements, in accordance with applicable financial reporting requirements.

CORPORATE GOVERNANCE STATEMENT

The Board believes it is important that the Group is run and managed on sound principles of Corporate Governance. Reference is made to the section on Corporate Governance in this report.

As Petrolia is listed on the Oslo Stock Exchange, it follows the Norwegian Code of Practice for Corporate Governance of 28 August 2025.

Significant shareholders are presented in note 17 to the consolidated financial statements.

As at 31 December 2025 and as at 23 April 2026, the directors who held shares in the Company are shown in note 17.

There are no restrictions in voting rights or special control rights in relation to the shares of the Company.

Any amendment or addition to the Articles of Association of the Company is only valid if approved by a special resolution at a share-holders' meeting.

The rules governing the composition of the Board of Directors, appointment and replacement of its members and holding of Company's shares are set out in Section 8 of

the Corporate Governance Report for 2025.

The powers of the Board of Directors and its Audit and Remuneration Committees are also set out in section 9 of the Corporate Governance Report.

The Company, through internal controls implemented by management and supervised by the Audit Committee, implemented effective procedures for the composition and preparation of financial statements and periodic information, as provided by the Laws and Regulations of listed companies. In addition to the above, the main features of these procedures, are as follows:

• The financial statements of the Group companies and the consolidated financial statements are prepared with the responsibility of the Chief Financial Officer and reviewed by the Audit Committee.

• The periodic announcements of the Company and the detailed explanatory notes are prepared by the Chief Financial Officer and reviewed by the Audit Committee.

• The financial statements and the periodic announcements are approved by the Board of Directors prior to their publication.

EXISTENCE OF BRANCHES

To facilitate its operations, the Company has established a branch in Norway.

CHANGES IN SHARE CAPITAL

There have been no changes to the share capital during 2025.

BOARD OF DIRECTORS

The members of the Company's Board of Directors as at 31 December 2025 and at the date of this report are Berge Gerdt Larsen, Sjur Storaas, George Hadjineophytou and Polycarpos Protopapas.

The Annual General Meeting on 29 May 2025 re-elected Mr Berge Gerdt Larsen, Mr Sjur

Storaas, Mr George Hadjineophytou and Mr Polycarpos Protopapas as directors of the Board.

In accordance with the Company's Articles of Association, all Directors who are presently members of the Board will continue in office until the next Annual General Meeting and are eligible for re-election.

The Directors' interests in shares of the Company is disclosed in note 17 of the financial statements.

INDEPENDENT AUDITOR

The independent auditors of the Company, Ernst & Young Cyprus Limited, have expressed their willingness to continue in office. A resolution proposing the firm's re-appointment and authorising the Directors to set the remuneration for audit services will be proposed at the Annual General Meeting of the Company.

EVENTS AFTER THE REPORTING PERIOD

Please refer to note 28.

Berge Gerdt Larsen Chair of the Board

Sjur Storaas Board member

Limassol, 27th of April 2026

George Hadjineophytou Board member

Polycarpos Protopapas Board member Managing director

Marios Tornaritis Finance manager

THE BOARD OF DIRECTORS' REPORT ON CORPORATE SOCIAL RESPONSIBILITY

In this report, we disclose information relating to our CORPORATE SOCIAL RESPONSI-

BILITY ('CSR') policy and performance of this policy in 2025. This report relates to the period 1 January 2025 to 31 December 2025 and should be read as part of the Company's Annual Report for 2025. During 2025, the Group had subsidiaries in Cyprus, Norway, The Netherlands, the UK, Romania, Australia, New Zealand, Iraq, Malaysia, and UAE, therefore most of the information in this CSR report relates to the Group's operations in these countries. Our approach to CSR focuses on the way in which we conduct relationships with all of our stakeholders and the wider impact that we can have on society and the environment. In this context, we continuously address the following key aspects of our business:

HEALTH & SAFETY

The safety of our employees, contractors, partners and all our stakeholders is of utmost importance to the Group. We aim to employ high Health & Safety standards to our operations. All our employees and contractors have the responsibility and the authority to stop any unsafe work. Our contracts include health and safety requirements consistent with our code of conduct. Our main objective is that all our activities are carried out with the minimum of risk to people or damage to the environment and our safety and operational risk team works together to achieve this objective. Incidents and near misses are required to be reported and investigated. We are pleased to report that during 2025, no incident of pollution to the environment was reported and the Group conformed with the safety and environmental demands of the prevailing authorities in its worldwide operations. We continued to have an excellent health and safety record with no major injuries or fatalities in 2025.

ENVIRONMENT & SUSTAINABILITY

We recognise the potential to damage the environment through our operations and our responsibility to implement effective management to safeguard the environment by minimising such an impact. We have capable people to manage such risks at every stage. We are committed to making a positive

contribution to global sustainability and to protect the environment. We aim to operate to the highest international social, environmental and safety standards within the industry and believe that it is important to make a positive contribution to all the geographical areas where we operate. Climate change and the transition to a lower carbon economy has been identified as a possible risk and an opportunity but presently does not materially affect our accounts. Our subsidiary, CO2 Management AS aims to mitigate this risk by taking steps to reduce the Group's carbon footprint and in addition, makes investments aimed at reducing CO2 emissions, including Carbon Capture & Storage (CCS).

EMPLOYEES

Our ability to create sustainable shareholder value is linked to our ability to recruit, motivate and retain highly competent employees. People continue to be our most important asset. The Group is an equal opportunities employer and will not tolerate discrimination in recruitment, advancement and remuneration in the workplace. We have a shared commitment with employees to create a safe working environment where there is respect for others, and we are responsive to employee needs. Employees are encouraged to speak up if they have any concerns through our Whistle Blowing Policy. Recruitment, promotion and reward are entirely based on merit. We believe in shared prosperity and wherever possible, we employ nationals of our host countries.

COMMUNITY AND HUMAN RIGHTS

Our continuous presence in several different territories brings challenges, which we meet through the application of our existing approach and policies. We aim to have a positive and enduring impact on the communities in which we operate and contribute to their development. We invest in our relationships with the local communities and ensure that all our activities are conducted with absolute respect to these communities. We contribute to these communities by employing local staff and cooperating with local suppliers wherever possible. We respect internationally recognised human rights, and we set our commitments in our human rights policy and our Code of Conduct. All our initiatives

during 2025 were focused on health and social involvement across our operating regions.

BUSINESS CONDUCT

CSR encompasses the Company's management of relationships with shareholders, employees, contractors, partners and the local communities where we work, together with the impact it has on society and the environment. In this respect, we have a responsibility to ensure that we deliver our business objectives in a way that benefits all our stakeholders. In recognition of this responsibility, we have robust policies and systems in place, which are continuously reviewed. We aim for the highest standards of business conduct across all our worldwide operations. Our CSR policy aims to ensure a responsible and transparent performance of our business in all the areas in which we operate. It reflects our commitment to generate and sustain long-term value growth for the Company, whilst creating long lasting legacies in local communities. Operating to high international social, environmental and safety standards and maintaining high standards of corporate governance is a key requirement of our policy. Our Code of Conduct ensures that we compete fairly and explicitly prohibits engaging in any form of bribery or corruption whilst our Integrity Due Diligence procedures ensure that we select our business partners carefully and do not expose the Group to any reputational risk with zero tolerance for unethical business practices. We also prohibit the use of funds to support political parties.

CORPORATE GOVERNANCE

We continue to operate with high standards of corporate governance, which helps us deliver our strategic objectives. We are committed to protecting the interests of all our stakeholders through complete and absolute compliance with the relevant legal and regulatory environments and through the effective management of risk.

Every effort has been made to ensure that information contained in this report is accurate.

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FINANCIAL STATEMENTS

ANNUAL REPORT 2025 PETROLIA SE

FINANCIAL STATEMENTS

Petrolia SE - Group

for the year ended 31 December 2025

Operating result before depreciation and impairments 12,171 13,823

Operating result 4,494 5,877

5,231 3,277

Attributable to the equity holders (USD per share)

Earnings per share (Basic and diluted, from continuing operations)

10

0.07

0.09

for the year ended 31 December 2025

Total comprehensive income for the year, net of tax 7,584 1,544

Total comprehensive income for the year 7,584 1,544

as at 31 December 2025

Total non-current assets 34,288 28,061

as at 31 December 2025

Total equity 50,181 42,597

10,684 6,637

TOTAL EQUITY AND LIABILITIES 77,802 63,052

Limassol, 27th of April 2026

Berge Gerdt Larsen Chair of the Board

Polycarpos Protopapas Board member Managing director

Sjur Storaas Board member

George Hadjineophytou Board member

Marios Tornaritis

Finance manager

for the year ended 31 December 2025

for the year ended 31 December 2025

Net cash generated from operating activities 10,228 11,481

Net cash used in investing activities -693 -2,943

Net cash used in financing activities -6,312 -5,949

Free cash and cash equivalents balance at 31 December 16 16,407 13,184

1. Impairment of property, plant and equipment
   
   
2. trade receivables
   
   
3. as a lessee