Annual Report & Audited Financial Statements for the year ended 31 December 2025

Jersey Company number: 129667

Annual Report and Consolidated Financial Statements For the Year Ended 31 December 2025

Officers and Professional Advisers 1

Board of Directors 2

Chairman's Statement 3-4

Strategic Report 5 - 8

Directors' Report 9 - 16

Statement of Directors' Responsibilities 17 - 18

Independent Auditor's Report 19 - 25

Consolidated Statement of Comprehensive Income 26

Consolidated Statement of Financial Position 27

Consolidated Statement of Changes in Equity 28

Consolidated Statement of Cash Flows 29 - 30

Notes to the Financial Statements 31 - 54

Dr Razak Damit

44 Esplanade St Helier Jersey

JE4 9WG

Oak Securities 90 Jermyn Street London

SW1Y 6JD

E14 5RE

EC2A 2EW

Nadeeya Salleh HEP Law

4 Shenton Way

#17-0

Singapore 068807

44 Esplanade St Helier Jersey

JE4 9WG

Mr Di has many years of political and commercial experience within the Sarawak region. He has held positions as Chairman of the Public Accounts Committee, Assistant Minister in the Sarawak Chief Minister's Department and subsequently Assistant Minister at the Ministry of Infrastructure Development and Communication. A graduate of the School of Engineering at Sheffield University, he began his career in 1979 at Sarawak Shell Bhd. (a subsidiary of Royal Dutch Shell plc) where he gained project planning, design, construction, commissioning and start-up experience in offshore projects. These included the F6A project in Sarawak waters (the largest offshore gas project in the region), the E11 and F23 gas production projects in Sarawak waters and also projects such as the St Joseph and South Furious offshore oil production platforms in Sabah waters. From 1987 to 1997, he was also the Chairman of the Miri Port Authority, now a key economic catalyst in the industrial and economic development of Sarawak. He has also had significant oil and gas experience with Shell in South Korea, Singapore, the North Sea and the Netherlands.

Mr Nasharuddin carries over 30 years of business, corporate finance and hands-on operational experience. An accountant by profession, he started his career at Arthur Andersen & Co as an auditor and business advisor where he was involved in mapping out strategies and implementing business processes for various sectors of corporates, including manufacturing, financial and investment, property development, construction and oil and gas-based companies. He later gained further expertise in the corporate world at CIMB Investment Bank Berhad, the largest investment bank in Malaysia, where he was integral to some of the largest transactions involving financial restructuring, business re-engineering, takeovers, reverse takeovers, acquisitions and corporate financing.

Professor Hurst has a wealth of industry knowledge and expertise and has a proven track record in generating new oil-rich exploration plays. He has strong O&G industry connections that include research investment. With a distinguished academic career, Professor Hurst is currently the Chair of Energy Geoscience at the University of Aberdeen and was also academic lead for the creation and development of the Department of Petroleum Geoscience and a new MSc course in Petroleum Geoscience at University of Brunei. He has also served as advisor to and/or member to the Danish, Norwegian and UK Energy national research councils.

Dr. Razak Damit brings over 35 years of expertise in upstream oil and gas exploration and development. His distinguished career includes key roles at Brunei Shell Petroleum, where he contributed to major discoveries, including the Billion Barrel Champion West field and the Danau-Bubut reservoir. Beyond industry leadership, Dr. Damit has played a crucial role in regulatory oversight, serving with Petroleum BRUNEI in senior technical and managerial positions. His efforts in international business development have supported successful market entries into Myanmar, Malaysia, and Canada. A highly regarded geologist, Dr. Damit holds a BSc (Hons) from Portsmouth University, an MSc in Sedimentology from Reading University, and a PhD in Geology from Aberdeen University. His extensive experience and strategic insights strengthen Upland Resources' growth in Southeast Asia and beyond.

We are pleased to report our audited results for the year ended 31 December 2025. Dear Shareholders,

During the year the Company continued to implement its strategy of building a focused upstream portfolio in Southeast Asia, supported by disciplined technical evaluation, regional stakeholder engagement and the strengthening of strategic funding relationships.

Operational progress was achieved across the Group's key focus areas. In Malaysia, the Company increased its emphasis on onshore opportunities in Sarawak, particularly in relation to Block SK334 and adjacent areas. Work undertaken during the year built upon the results of the previously completed Joint Technical Study with PETROS and contributed to a more detailed understanding of subsurface prospectivity and potential development concepts in the region. The Company also continued engagement with relevant authorities, local stakeholders and prospective farm-in partners as part of its objective to advance selected opportunities towards exploration and appraisal activity.

In Brunei, the Company progressed its strategic positioning following formal acknowledgement received in May 2025 from the Petroleum Authority of Brunei in relation to its expression of interest concerning onshore acreage.

Further progress was achieved through the Company's associated joint-venture vehicle, Upland Big Oil Sdn Bhd, in which Upland holds a 45 per cent interest. During the year Upland Big Oil was shortlisted to participate in the Brunei 2025 Shallow Water Open Bidding Round and paid a refundable data room entry fee in connection with access to technical information and participation in the bid evaluation process. The Board considers this development to reflect the Group's growing regional technical capability and relationship base.

The Company also continued to evaluate selected upstream opportunities in Indonesia as part of its broader regional growth strategy. Activities during the year focused on technical screening, commercial assessment and industry engagement regarding potential participation in exploration and development assets. The Board's approach remains selective and disciplined, targeting opportunities where geological potential, fiscal terms and infrastructure considerations support a viable pathway to value creation. During the year, the Company directed particular attention towards opportunities in Kalimantan and Aceh Province, both of which sit within established and prolific petroleum systems - the Kutei Basin and the North Sumatra Basin respectively - with a long history of hydrocarbon production and material remaining resource potential.

A further development of operational significance during the year was the acquisition of Vanguard Drilling Limited's proprietary intellectual property, advanced drilling management systems. Binding contracts were executed in October 2025, with consideration structured on a performance-based milestone basis. As part of the transaction, Mr Josh Galloway, Chief Executive Officer of Vanguard, joined the Group as Head of Drilling Services, leading the establishment of Upland Borneo Drilling Services. Mr Galloway has also supported the broader management of the Group and, notably, was instrumental in facilitating the introduction that led to the Company's strategic partnership with Lost Soldier Oil and Gas. The Board regards this acquisition as a meaningful step in the Group's evolution towards becoming a technically capable, fully integrated operator in Southeast Asia, providing scalable drilling and project management capability across both the Group's own licence interests and potential third-party engagements.

A significant strategic development during the year was the execution, in November 2025, of a Strategic Partnership and Framework Agreement with Lost Soldier Oil and Gas II Master Series LLC, a United States-based upstream company. In connection with this arrangement, Upland made a strategic investment in Lost Soldier, providing the Company with participation exposure to future production and development assets in Wyoming. The agreement establishes a platform for longer-term collaboration, including potential reciprocal investment opportunities, technical cooperation and participation in future drilling programmes. The Board believes that this investment enhances the Company's funding flexibility and partnership capacity, supporting the advancement of its core Southeast Asian opportunities.

Throughout the year the Company maintained an active programme of technical work and partner engagement, including technical and commercial workshops with prospective industry participants. These initiatives were undertaken alongside continued focus on financial discipline and operational efficiency. The Group strengthened shareholders' equity during the year through the exercise of warrants and stock options and continued to operate with a lean cost structure designed to preserve capital resources.

On governance matters, the Board was strengthened by the appointment of Dr Razak Damit as a Director, bringing additional regional experience and stakeholder insight. The Company also successfully convened its Annual General Meeting in July 2025, at which all resolutions were duly passed.

Looking ahead, the Board's priorities remain to progress regulatory and commercial discussions across the Group's core focus areas, advance partnership arrangements and maintain disciplined capital allocation. While licensing outcomes and farm-in negotiations are subject to defined regulatory timelines, the Board believes that the progress achieved during 2025 has strengthened the Company's strategic positioning and readiness to advance selected opportunities as they mature.

The Company continues to maintain a resilient financial position and a focused operating model, positioning it to respond to emerging opportunities in a measured and responsible manner. On behalf of the Board, I would like to thank our employees, advisers and partners for their continued commitment, and our shareholders for their ongoing support.

Bolhassan Di

Chairman & Chief Executive

The Directors present their strategic report for the year ended 31 December 2025.

Upland Resources Ltd ("Upland" or "the Company") is an upstream oil and gas company focused on the identification, evaluation and advancement of exploration and development opportunities. The Company's strategy is centred on building a focused portfolio of assets with the potential to deliver sustainable long-term value through disciplined technical assessment, strategic partnerships and prudent capital management.

During the year ended 31 December 2025 the Company continued to concentrate its activities in Southeast Asia, with particular emphasis on opportunities in Malaysia, Brunei and Indonesia. The Board believes that these jurisdictions offer attractive geological potential, established regulatory frameworks and access to regional infrastructure, supporting the development of a scalable upstream business.

The Company's business model is based on securing participation in prospective upstream projects at an early stage and progressing these opportunities through technical maturation, commercial structuring and partnership alignment. Upland seeks to create value through a combination of subsurface evaluation, licence participation, farm-in and farm-out arrangements, and selective investment in development programmes.

In addition to its regional focus, the Company seeks to enhance financial flexibility and technical collaboration through strategic relationships with industry participants. During 2025 this approach was demonstrated through the Company's strategic investment in Lost Soldier Oil and Gas II Master Series LLC, providing exposure to producing and development assets in the United States and establishing a framework for potential future cooperation.

As part of this framework agreement, Lost Soldier and Marc Bruner have the option to farm into certain targeted assets within Upland's portfolio for up to a 30% participating interest, in consideration for the provision of financial and technical support. This arrangement is intended to facilitate project advancement while aligning partner incentives and strengthening access to capital and operational expertise.

The Board's strategic priorities remain to:

• progress regulatory and commercial engagement in relation to core Southeast Asian opportunities

• advance technical evaluation and resource maturation across the portfolio

• establish partnerships capable of supporting exploration and development activity

• maintain financial discipline and a lean operating structure

• broaden access to capital and technical expertise through strategic investment and collaboration

  The Board believes that the consistent application of this strategy positions the Company to respond to licensing opportunities and project advancement milestones in a measured and commercially responsible manner.

  Strategic Investment

  During the period, the company made a strategic investment of cash held in treasury into a gold-tracked fund, investing a total of £880,000. As at 31 December, the investment had generated a gain of 21%, increasing its value to £1.09 million, representing an unrealised profit of approximately £210,000.

  Business Activity during the Year

• March 2025: Appointment of Dr. Razak Damit. Dr. Razak Damit joined as a non-executive director, bringing extensive regional experience in exploration and production, which aligns with Upland's focus on growth in Southeast Asia.

• May 2025: 45% owned Upland Big Oil Ventures shortlisted for the Brunei 2025 Offshore Blocks (shallow water) bidding round.

• October 2025: Acquisition of assets of Vanguard Drilling Limited.

• Vanguard Business Management Systems - comprehensive drilling management and safety platform.

• Mission Control drilling project management platform.

• Integration of senior Vanguard personnel - drilling specialists and engineers.

• Appointment of Vanguard CEO Josh Galloway as Head of Drilling.

• Establishment of Upland Drilling Services Sarawak as a regional specialist serving both Company-owned and third-party projects.

• November 2025: Strategic Partnership with US-based Lost Soldier Oil and Gas LLC (LSOG) involving:

  1. Cross-investment of USD 8.6M giving the Company access to cashflow as early as 2026 from the Wild Mustang Federal Unit gasfield in US State of Wyoming with estimated 6 Tcf.

  2. Both strategic and project level technical collaboration with LSOG CEO Marc A. Bruner and President Steve Richards, both with in excess of 35 years in the industry.

  3. LSOG has option to earn-in to 20% of Company projects and Marc Bruner 10%.

  4. LSOG to purchase 100M shares of Upland at 3.3p with a 12-month lockup.

  5. Upland to invest USD 4.3M to acquire units of LSOG II Master Partnership.

  6. Marc Bruner to receive 100M stock options exercisable at 5p for 5 years which vest when Upland share price reaches 5p.

  7. December 2025: Transaction with LSOG closed. 100M shares issued to LSOG at

     3.3p and admitted for trading.

     Business Activity Post year end

• January 2026: Marc Bruner appointed Strategic Investment Advisor.

• January 2026: 100M Strategic Investment Commitment received from Lost Soldier Oil and Gas LLC for deployment between 2026 and 2030 targeting oil and gas opportunities in Southeast Asia showing in excess of 5 billion boe potential.

• February 2026: Placement of £2,000,000 announced comprising 57,142,857 shares at

  3.5p including £1,525,000 from management.

• February 2026: Proceeds from placement to be used in part to assess high-impact northern Sumatra and Borneo opportunities.

• February 2026: Appointment to the Technical Committee of Dr Ngakan Alit Ascaria PhD a senior geoscientist advisor to Indonesia's Ministry of Energy and Mineral Resources and to SKK Migas.

• March 2026: Strategic investment by US investor group of ca USD 1.75m comprising 42,451,935 shares at 3.1p.

• March 2026: Company listing on OTCQB is approved and trading commences with symbol UPLLF.

  Each of these activities highlights Upland's ongoing efforts to position itself as a key player in the Southeast Asian oil and gas sector, with strong financial backing and key strategic appointments.

  Financial Review

  During the year ended 31 December 2025 the Group continued to prioritise financial discipline and the preservation of capital while progressing technical and commercial initiatives across its portfolio. Administrative expenses were managed in line with the Company's lean operating model, reflecting the Board's focus on cost control and efficient deployment of resources.

  The Group strengthened its equity position during the year through the exercise of warrants and share options, providing additional working capital to support ongoing evaluation activities and corporate development initiatives. Cash resources were directed towards technical work programmes, regulatory engagement and the maintenance of strategic relationships.

  In November 2025 the Company completed a strategic investment in Lost Soldier Oil and Gas II Master Series LLC. This investment provides exposure to producing and development assets and forms part of the Board's broader strategy to enhance funding flexibility and diversify access to potential value-generating opportunities.

  The Board continues to monitor liquidity closely and to align discretionary expenditure with the pace of project progression and external market conditions.

  Key Performance Indicators

  Given the nature of the Group's activities, the Board considers that progress in securing and advancing upstream opportunities represents the most relevant measure of performance. Accordingly, the principal indicators used to assess performance include:

• advancement of regulatory and licensing processes

• progress in technical evaluation and resource maturation

• establishment of strategic partnerships and farm-in arrangements

• maintenance of an appropriate cost base and capital structure

• strengthening of funding capacity and financial flexibility

  Key performance indicators (KPIs) were met during the year as detailed in the section titled "Business Activity During the Year." Notable highlights include the appointment of Dr Razak Damit, a distinguished oil and gas petroleum geologist; the acquisition of strategic Vanguard assets; the subsequent appointment of Josh Galloway; and the completion of the transaction with LSOG.

  Principal risks and uncertainties

  The directors consider that the main business risks and uncertainties of the Group are:

  Exploration and Subsurface Risk

  The Group's activities rely on the interpretation of geological and geophysical data in order to assess the potential presence of hydrocarbons. There is a risk that data quality, coverage limitations or interpretation errors may result in unsuccessful exploration outcomes. The Group seeks to mitigate this risk through the use of modern geoscience techniques, peer review processes and collaboration with experienced technical partners.

  Regulatory and Licensing Risk

  The Group's ability to secure and retain participation in upstream licences is subject to regulatory approvals and governmental processes in the jurisdictions in which it operates. Changes in policy, timing of licensing decisions or contractual terms may impact project progression. The Group maintains active engagement with relevant authorities and monitors regulatory developments closely.

  Financial Risk

  As a pre-revenue exploration-focused company, the Group is dependent on access to capital markets and strategic funding relationships to finance its activities. Market conditions and investor sentiment may affect the timing and availability of funding. The Board mitigates this risk through cost discipline, phased technical programmes and the pursuit of partnership arrangements.

  Operational and Partnership Risk

  The successful advancement of projects may depend on the availability and performance of joint-venture partners, contractors and service providers. The Group seeks to mitigate this risk through careful partner selection and ongoing relationship management.

  Political and Country Risk

  The Group operates in foreign jurisdictions and is therefore exposed to political, economic and fiscal uncertainties, including changes in legislation, taxation or energy policy. The Board seeks to mitigate these risks by focusing on jurisdictions with established petroleum frameworks and maintaining awareness of geopolitical developments.

  Going Concern

  The Directors have prepared cash flow forecasts for the period extending at least twelve months from the date of approval of these financial statements. These forecasts incorporate assumptions regarding planned levels of discretionary technical expenditure, potential corporate activity and the timing of project-related commitments.

  Based on these forecasts, and taking into account the Group's existing cash resources, the ability to manage the timing of discretionary expenditure and the continuing support of its shareholder base, the Directors have a reasonable expectation that the Group will be able to meet its obligations as they fall due for a period of at least twelve months from the date of approval of the financial statements.

  
  
  

  Approved by the Board on 28 April 2026 and signed on its behalf by:

  Aimi Nasharuddin Director

  Directors' Report for the Year Ended 31 December 2025

  Details of key events during the year, significant events affecting the Company and its subsidiaries since the end of the financial year and an indication of likely future developments in the business of the Company and its subsidiaries are included in the Strategic Report.

  Directors of the Group

  The directors who held office during the year were as follows:

• Bolhassan Di - Chairman and Chief Executive Officer

• Aimi Nasharuddin

• Andrew Hurst

• Dr Razak Damit (appointed March 2025)

• Dixon Wong Kit Seng (resigned May 2025)

During 2025 the Group's net assets increased 78% to £6,666,630 from £3,732,320 and net current assets increased by £1,540,348.

As reported in the Consolidated Statement of Cash Flows, the Group raised £1,217,833 from the exercises of warrants and options. Additionally, during the year the Company issued 100,000,000 ordinary shares at 3.3p each, with a total value of £3,300,000, representing an equivalent investment in LSOG.

Note 17 has further information about Share Capital.

The Group's loss on ordinary activities after taxation amounted to £1,702,857 (2024 -

£1,409,217) which equated to (0.12) pence per share (2024 - (0.11) pence). The loss included

£222,677 (2024 - £178,940), the Group's share of the loss incurred by 45%-owned affiliate Upland Big Oil Sdn Bhd which includes exploration and evaluation expenditures that are expensed in the consolidated accounts in accordance with IFRS 6.

No dividend was paid (2024 - £nil).

An explanation of the Group's financial risk management objectives, policies and strategies and information about the use of financial instruments by the Company is given in note 9 to the financial statements.

During the year ended 31 December 2025, the Company reported that stated capital increased by £4,927,833 (2024 - £4,477,562) net of expenses from the issue of shares and the exercise of share options and warrants.

Details of the issued share capital, together with details of the movements during the year, are shown in the Consolidated Statement of Changes in Equity and in note 17. The company has one class of ordinary shares which carry no right to fixed income.

There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights.

No person has any special rights of control over the Company's share capital.

As at 31 December 2025, the beneficial interests of the Directors and their connected persons in the ordinary share capital of the Company were as follows:

* Includes 7,788,460 shares held by the director's spouse.

The Company's policy is to maintain levels of remuneration so as to attract, motivate and retain Directors and Senior Executives of the highest calibre who can contribute their experience to deliver industry leading performance with the Company's operations.

There was no vote taken during the last general meeting with regard to the Directors' remuneration policy. This is considered reasonable given the current size and stage of development of the Company. No Director takes part in any decision directly affecting their own remuneration.

The Company established in 2023 a LTIP as part of the general remuneration plan of the Company. All executive directors and senior managers are eligible to participate in the LTIP. Awards under the LTIP are discretionary as determined by the non-executive directors of the Company following full consultation with the executive directors. The LTIP is composed of three primary elements: a share option plan, an annual bonus plan and an annual salary plan. In determining the level of LTIP award in a given year, consideration is given to performance during the 11 months ended 30 November against goals established by the Board.

During the year, bonus awards of £482,000 (2024 - £188,000) and share option awards of

£1,247,702 (2024 - £nil) have been made under the LTIP. The share options only vest when the share price reaches 12p.

Further information is provided in Note 7.

At 31 December 2025, the Directors held share options as follows:

The following had interests of 3 per cent or more in the Company's issued share capital as at 10 March 2026:

On 27 October 2022, the Company issued 69,440,000 warrants to subscribe for new ordinary shares (on the basis of 1 new ordinary share for each warrant) at a subscription price of 0.4p per ordinary share and exercisable at any time up to 1 May 2024. 66,640,000 warrants were exercised during 2024 and the balance expired at end of year 2024.

On 28 February 2023, the Company issued 149,250,000 warrants exercisable at any time up to 28 February 2025 to subscribe for new ordinary shares (on the basis of 1 new ordinary share for each warrant) at a subscription price of 1.2p per ordinary share. A total of 6,888,888 warrants were exercised during the period ended 31 December 2023, followed by 19,333,333 in 2024 and 51,152,777 in 2025. The remaining balance of 71,875,002 warrants expired at end of February 2025.

The Company does not anticipate declaring any dividends in the immediate future.

The Board is not obliged to follow the provisions of a formal governance code and given its present size does not intend to formally adopt any specific code but will apply governance that the Directors consider to be appropriate, having due regard to the principles of governance set out in the UK Corporate Governance Code.

In order to implement its business strategy, the Company has adopted a corporate governance structure whereby the key features of its structure are:

As noted on page 2, the Board of Directors is knowledgeable with extensive industry experience.

The Company does not have separate audit and risk, nomination or remuneration committees. Decisions in these areas are made by the full Board which we consider appropriate for a 4-person Board. During the period a Technical Committee comprised of Bolhassan Di, Andrew Hurst and Gerry Murray was formed along with a Finance & Investment Committee comprised of Bolhassan Di, Aimi Nasharuddin and Gerry Murray. The Finance and Investment Committee advise the Board on managing its assets. The committee's responsibilities included overseeing joint venture funding offers, managing farm-out proceedings, and evaluating strategic interests and unsolicited funding offers. The Board as a whole is responsible for the appointment of auditors, for considering and acting upon auditors' findings and recommendations, and for the review of the integrity of the Company's financial statements and of formal announcements concerning the Company's capital structure, operations updates and financial results.

At every Annual General Meeting of the Company, one-third of the Directors for the time being (or if their number is not a multiple of three, then the number nearest to and not exceeding one-third) will retire from office and will be eligible for re-election. In addition, any Director who has been appointed to the Board other than pursuant to a Resolution of Members since the last Annual General Meeting of the Company will retire and again will be eligible for re-election. In 2026 Andrew Hurst and Bolhassan Di will retire and be eligible for re-election.

Should the Company seek to transfer its listing to a different category or market within the UK listing regime, additional requirements may apply under the UK Listing Rules and the Disclosure Guidance and Transparency Rules. This may include compliance with the UK Corporate Governance Code, under which the Company would be required either to comply with its provisions or to provide a clear and reasoned explanation for any departures (on a 'comply or explain' basis).

Internal Control and Risk Management

The Board has the ultimate responsibility for the Group's internal control and risk management. The Board monitors internal controls and risk management systems regularly. The Group has established a system of control and risk management involving an appropriate degree of oversight by the Board.

The management, via board meetings, provide the Board with updates of risk and uncertainties facing the Group and accompanying actions to mitigate such risks. The Board is satisfied with the appropriateness of the risk management framework which provides for the identification and management of risk factors by management and non-executive Directors.

As the Group expands, the Board will ensure that the Group's control and risk management process is regularly reviewed and updated as the Board deems necessary.

Protection of the environment and focused environmental management are of primary importance to the board of the Company. It is essential to conduct our operations so as to minimise the impact of the environment from our activities.

Key objectives include:

• Provide resources such as financial, equipment, personnel and training to implement our policy and to develop and promote our environmental commitments.

• Identify, assess and manage issues and associated risks using best industry practices.

• Apply a mitigation hierarchy when identifying environmental control measures to offset impact from operations, from avoidance to mitigation and restoration.

• Comply with applicable environmental laws and regulations and standards in the countries in which we operate.

• Engage with local communities and use their knowledge of the local environment to assist the Company in protection and conservation of environmental resources.

• Incorporate into our planning pollution prevention and minimisation of greenhouse gas emissions and carbon intensity of our projects.

• Promote efficiency in the use of energy and water to conserve natural resources and reduce emissions.

• Operate in a safe manner to avoid, spills, leaks or discharge of pollutants.

• Ensure that an effective response capability is in place and regularly tested so that incidents can be responded to in a timely and effective manner should they occur.

• Identify and work toward environmental goals which are regularly reviewed and evaluated to promote their improvement.

• Ensure that contractors are informed about and comply with our environmental policies and standards and if necessary assist contractors to raise their standards.

• Use our influence with business partners to promote high standards of environmental management.

• Support local conservation projects.

• Ensure that environmental accidents, incidents or non-compliances are promptly reported and investigated and that corrective and preventive action taken and training programs utilised where necessary.

• Monitor and evaluate our own and contractor competence and capabilities and conduct periodic audits to ensure controls are effective.

• Report on our environmental performance and the status of our environmental objectives.

  Our Environmental Policy will be reviewed at least annually.

  Social Policy

  Contribution to the communities in which we work is a priority for the board of the Company. It is critical that the Company operates in a manner which minimises the impact of our activities and delivers positive outcomes to these communities.

  Our objectives are as follows:

• Provide resources such as financial, equipment, personnel and training to implement our policy and to develop and promote our social commitments through visible leadership.

• Comply with applicable social laws, regulations and follow best international industry practice.

• Ensure that potential adverse social impacts are identified, evaluated and avoided and when avoidance is not possible, then strive for minimisation and appropriate compensation. Avoid or minimise requirements for physical or economic displacement. Develop appropriate plans for mitigation, compensation and resettlement for loss of assets.

• Avoid causing or contributing to adverse human rights situations, taking all feasible steps to ensure our operations are not directly linked or through business relationships to adverse impacts on human rights.

• Establish suitable platforms to share requisite information with different stakeholders, including local communities, while promoting dialogue and engagement.

• Devise and implement transparent and fair grievance procedures for the communities. Ensure that grievance proceedings are recorded, investigated and a response is given in a timely manner.

• Honour international labour standards as defined by the International Labour Organisation and ensure equal-opportunity and non-discriminatory hiring practices.

• Engage with local communities in which the Company operates, their representatives and other stakeholders to support projects and initiatives that benefit these communities.

• Strive to preserve cultural heritage in countries and communities where we operate and consult with national cultural heritage specialists.

• Support and respect the rights of indigenous communities within the scope of our operations.

• Manage the social, environmental, health and economic impact arising from the influx of project-related people.

• Use our leverage and influence with business partners to promote high standards of social performance and ensure that contractors are aware of and comply with our social policies and standards and assist contractors to improve their performance where necessary.

• Identify social performance objectives, review these objectives regularly to promote continual improvement.

  Our Social Policy will be reviewed at least annually.

  The Company is committed to sustainable operations by putting ESG policy at the core of our operations.

  Climate Adaptation, Resilience and Transition

  Management periodically considers the effects of climate change and climate-related risk.

  No principal risk has been identified in Sarawak, but a more extensive review will be completed as part of the anticipated planning and scheduling of UBO's work program.

  The Company, which is still at the exploration stage, has identified no climate-related disclosures for inclusion in the financial statements.

  Going Concern

  The Directors acknowledge the latest guidance on going concern from the Financial Reporting Council (FRC). The Directors regularly review the performance of the Group to ensure that they are able to react on a timely basis to opportunities and issues as they arise.

  The Directors have completed an assessment of the Group's financial resources, including forecasts. Based on this review the Directors have concluded that the Group currently has sufficient financial resources to meet its non-discretionary expenses for the 12 months from the date of approval of these accounts. The amount of discretionary expenditures for that period is uncertain but the Group will have a forecast non-discretionary expense surplus of approximately £1,400,000 available to fund discretionary expenditures.

  The Directors note that Upland Resources Limited has a loyal shareholder base and raised

  £4,517,833 in 2025 (2024 - £4,561,562) before expenses. The Directors also note interest from several potential joint venture partners interested in financial participation in the Group's opportunities in Sarawak.

  After suitable deliberation, the Directors have formed a judgement at the time of approving the financial statements that there is a reasonable expectation that the Group will have adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. Additional discussion is included in the Principal Risks and Uncertainties section of the Strategic Report and note 2 of the financial statements.

  Disclosure of Information to the Auditors

  The directors of the Company who held office at the date of the approval of this Annual Report as set out above confirm that:

• so far as the Directors are aware, there is no relevant audit information of which the Company's Auditor are unaware, and each director has taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.

  We confirm to the best of our knowledge:

• The financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit and or loss of the Company and the undertakings included in the consolidation taken as a whole;

• The strategic report includes a fair view of the development and performance of the business and the position of the Company, and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

• The annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

  
  
  

  Approved by the Board on 28 April 2026 and signed on its behalf by:

  Aimi Nasharuddin Director

  Statement of Directors' Responsibilities

  As a Jersey registered company, the Directors are required to prepare financial statements for each financial period. Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as endorsed by the EU and applicable law. Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the Profit and Loss of the Group for the period. In preparing these financial statements the Directors are required to:

• Select suitable accounting policies and then apply them consistently;

• Make judgements and accounting estimates that are reasonable and prudent;

• State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• Prepare the financial statements on the going concern basis unless it is inappropriate.

  In accordance with article 103 of the Companies (Jersey) Law 1991 the Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the requirements of Companies (Jersey) Law 1991 as a whole.

  The Directors are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

  The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. The work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

  Stakeholder Engagement

  The Directors recognise their duty under Article 74 of the Companies (Jersey) Law 1991 to promote the long-term success of the Company for the benefit of its shareholders while having regard to the interests of other stakeholders.

  In making strategic decisions during the year, the Board considered the potential impact of its actions on key stakeholder groups, including shareholders, employees, joint-venture partners, regulatory authorities, contractors and the communities in which the Group seeks to operate.

  Engagement with shareholders was maintained through regulatory announcements, the Annual General Meeting and ongoing dialogue where appropriate. The Board also continued to prioritise the maintenance of constructive relationships with government authorities and industry partners across its focus jurisdictions.

  Internally, the Company operates with a small and specialised team, and the Board places importance on maintaining an effective working environment, competitive contractual arrangements and clear communication of strategic objectives.

  The Board believes that sustained stakeholder engagement supports responsible decision-making and contributes to the long-term development of the Company's upstream portfolio.

  
  
  

  This responsibility statement was approved by the Board on 28 April 2026 and signed on its behalf by:

  Aimi Nasharuddin Director

  INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UPLAND RESOURCES LIMITED Opinion

  We have audited the financial statements of Upland Resources Limited (the 'group') for the year ended

  31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and EU endorsed IFRS.

  In our opinion, the financial statements:

  • give a true and fair view of the state of the Group's affairs as at 31 December 2025 and of its

    loss for the year then ended;

  • have been properly prepared in accordance with EU endorsed IFRS; and

  • have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.

  Basis for opinion

  We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

  Conclusions relating to going concern

  In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included:

• Obtaining and reviewing the cashflow forecast and budgets for a period of 12 months from the date of signing the financial statements and the corresponding assumptions used

• Inspecting post year end bank balances for evidence of available cash:

• Documenting and discussing with management the future plans of the group; and

• Challenging management's key inputs and assumptions including but not limited to the forecast

committed cost and performing sensitivity analysis

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

We applied the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. At the planning stage, materiality is used to determine the financial statement

areas that are within the scope of our audit and the nature, timing and extent of our audit procedures during the audit.

We calculated group materiality at 2.5% of group's net assets which resulted in a figure of £164,000 (2024: £101,000). Net assets was determined as an appropriate basis for materiality because the principal focus of the group for the period was its investment in subsidiaries and associate who are incurring expenditure in their pursuit of identifying assets which could be developed and expanded in the oil and gas sector.

Group performance materiality was set at £98,000 (2024: £60,000), being 60% of the materiality of the group financial statements as a whole. The performance materiality is based on our assessment of the relevant risk factors including our expectation in relation to the level of estimation inherent to the group.

We agreed to report to those charged with governance all audit differences identified through our audit with a value in excess of £8,000 (2024: £5,000) calculated as 5% of the materiality of the group financial statements as a whole. We also agreed to report any other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds.

In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular we looked at areas involving significant accounting estimates and judgements by the directors and considered future events that are inherently uncertain. These included but were not limited to the recoverability of the loan with the associate and the Investment in associate. We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. Procedures were then performed to address the risks identified and for the most significant assessed risks of material misstatement, the procedures performed are outlined below in the Key audit matters section of this report.

A full scope audit was performed on the financial information of the group's subsidiaries and associate which, for the period ended 31 December 2025, were located in the United Kingdom and Malaysia. The components in locations other than the United Kingdom were audited by a firm outside of the PKF network operating under our instructions. The audits of the parent component was performed in London, conducted by PKF Littlejohn LLP using a team with specific experience of auditing exploration and production companies and publicly listed entities. We interacted regularly with the component audit team during all stages of the audit process, and we were responsible for the scope and direction of the audit process. This, in conjunction with additional procedures performed, gave us appropriate evidence for our opinion on the Group financial statements.

Component performance materiality applied ranged between £49,000 and £93,100 (2024:£30,000 and

£57,000) and trivial threshold ranged between £4,900 and £8,000 (2024: £3,000 and £5,000)

The approach detailed above gave us sufficient appropriate evidence for our opinion on the group financial statements.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements and the part of the directors' remuneration report to be audited are not

  in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

  Responsibilities of directors

  As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

  In preparing the financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

  Auditor's responsibilities for the audit of the financial statements

  Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

  Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• We obtained an understanding of the company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, and application of cumulative audit knowledge and experience of the industry.

• We determined the principal laws and regulations relevant to the company in this regard to be those arising from Rules of the London Stock Exchange, the Companies (Jersey) Law 1991 and the Companies Act (Malaysia) 2016. The team remained alert to instances of non-compliance with laws and regulations throughout the audit.

• We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group with those laws and regulations. These procedures included, but were not limited to:

  • Making enquiries of management

  • Reviewing minutes of meetings

  • Reviewing regulatory news service announcements and other correspondence

• We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the recoverability of the loan with the associate (see the Key audit matters section of this report), the valuation of the equity investment (see the Key audit matter section) and the valuation of the share-based payments. We addressed this by challenging the key assumptions made by management when auditing these significant accounting estimates.

• As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business

• As part of the Group audit, we have communicated with component auditors the fraud risks associated with the Group and the need for the component auditors to address the risk of fraud in their testing. To ensure that this has been completed, we have reviewed component auditor working papers in this area and obtained responses to our Group instructions from the component auditors.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

This report is made solely to the company's members, as a body, in accordance with our engagement letter dated 5 February 2026. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

30 Churchill Place

28 April 2026

The above results were derived from continuing operations.

The notes on pages 31-54 form an integral part of these financial statements.

These financial statements were approved and authorised for issue by the Board on 28 April 2026 and signed on its behalf by:

Aimi Nasharuddin Director

The notes on pages 31 to 54 form an integral part of these financial statements.

Equity attributable to equity holders of the parent company

The notes on pages 31 to 54 form an integral part of these financial statements.