XLON:UPL ESEF Annual Report
UPLAND RESOURCES LIMITED (XLON:UPL)
ESEF Annual Report
2025-05-07
For: 2024-12-01
View Original
Added on
September 19, 2026
Jersey Company number: 129667
Annual Report and Consolidated Financial Statements
For the year ended 31 December 2024
(with comparative period being the 18 month period ended 31 December 2023)
Contents
Officers and Professional Advisers
Board of Directors 1
Chairman's Statemen
t
2-3
Strategic Repor
t
4
–
7
Directors' Repor
t
8
–
15
Statement of Directors' Responsibilities 16
Independent Auditor's Repor
t
17
–
22
Consolidated Statement of Comprehensive Income 23
Consolidated Statement of Financial Position 24
Consolidated Statement of Chan
g
es in Equit
y
25
Consolidated Statement of Cash Flows 26
Notes to the Financial Statements 27
–
51
Page 0
Officers and Professional Advisers
Directors
Bolhassan Di
Aimi Nasharuddin
Dixon Wong Kit Seng
Andrew Hurst
Dr Razak Damit
Registered Office 3
rd
Floor
44 Esplanade
St Helier
Jersey
JE4 9WG
Jersey Company
Number
129667
Broker & Financial
Adviser
Oak Securities
90 Jermyn Street
London SW1Y 6JD
Auditor
PKF Littlejohn LLP
15 Westferry Circus
London
E14 4HD
Legal Advisors Hill Dickinson LLP
The Broadgate Tower 20 Primrose Street
London
EC2A 2EW
Nadeeya Salleh
HEP Law
4 Shenton Way
SGX Centre 2
#17-0
Singapore
068807
Company Secretary
Ogier
44 Esplanade
St Helier
Jersey
JE4 9WG
Principal Bankers
Coutts & Co
440 Strand
London
WC2R 0QS
Page 1
Board of Directors
Bolhassan Di – Chairman and Chief Executive Officer
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.
Dixon Wong Kit Seng - Non-Executive Director
Mr Wong is a director of a number of businesses owned by Tune Group and has been involved in a
variety of roles within the organisation including corporate finance, group strategy, driving organisational
change and synergies across the group. One of Upland’s major shareholders, Tune Assets Limited, is
part of the Tune Group. Mr Wong has previously worked for HSBC Bank Malaysia and the Bank of
Tokyo-Mitsubishi. Mr Wong holds a BCom, Accounting and Finance from the University of Queensland,
Australia and a Master of Business degree from the Queensland University of Technology.
Aimi Nasharuddin - Non-Executive Director
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 Andrew Hurst - Non-Executive Technical Director
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 - Non-Executive Director
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
PetroleumBRUNEI 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.
Page 2
Chairman's Statement
We are pleased to report our audited results for the year ended 31 December 2024.
Our strategy remains centred on acquiring assets, businesses, or target companies within the oil and
gas exploration and production sector, which we aim to develop and expand. Over the 12-month
period ended December 31, 2024, we have made significant progress in advancing our operations in
Sarawak, Malaysia, and the island of Borneo, which continues to be at the core of our strategic focus.
The SK334 Block remains a primary focus for the company, and we continue to engage constructively
with PETROS. We have successfully completed all the required technical submissions, including the
Joint Technical Study (JTS), which was well received by Petroleum Sarawak Berhad (PETROS).
Upland is strategically well-positioned within Block SK334.
On the operational front, we have made substantial strides. Pre-drill planning has been finalized, a rig
has been selected, and we have been actively pursuing strategic partnerships. These efforts will not
only enhance the overall delivery of the project but also help mitigate future funding burdens. We
have established partnerships with Huisman Drilling, Vanguard Energy Services and NRG Well
Management as well as collaboration agreements with large oil & gas companies operating in the
region.
Sarawak has continued its trajectory as a rapidly growing oil and gas producing region, and Upland is
uniquely positioned to take advantage of the opportunities in this dynamic market. Throughout the
reporting period, we have concentrated our efforts on the exploration and development of opportunities
in the region, specifically targeting the area around Limbang and Lawas, and within the SK334 block,
which spans 6,685km².
In addition to our focus on SK334, we have taken steps to expand our strategic outlook by assessing a
contiguous block to SK334, which could potentially enhance our presence in this region. After
conducting thorough due diligence, including geological subsurface analysis, we are progressing with
regulatory body engagement. This process has contributed to a better understanding of the subsurface
in both the Brunei and Sarawak regions, offering insight into the potential resources in the area. This
acquisition may serve as a key component of our ongoing efforts to strengthen our presence and upside
potential in Sarawak and Brunei.
We are also excited by the recent data acquisitions we have completed from both Brunei and Sarawak.
These datasets provide a strong strategic advantage as we continue to refine our exploration and
development plans. The data has significantly enhanced our understanding of the subsurface potential,
and we are optimistic about the opportunities it presents. Moreover, we are pleased with the
engagement we have received from both sides of the border, which further underscores the growing
cooperation and support from stakeholders in both Brunei and Sarawak. This cooperation is vital to the
success of our projects and we look forward to continuing to build on these relationships as we move
forward.
Furthermore, we are actively progressing with partnership deals in the region, and we expect to update
the market accordingly as soon as we are permitted to do so. These potential partnerships are
strategically important and will play a crucial role in the acceleration of our growth and operational plans
in Borneo.
Our technical team, based in Sarawak, remains one of our greatest assets. At the Group level, our
leadership team continues to provide strong oversight, leveraging our extensive industry experience to
drive forward our strategic initiatives.
We are also delighted to announce the recent appointment of Dr. Razak Damit as a Director to our
team. Dr. 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
Page 3
his leadership in the oil and gas sector, Dr. Damit has played an instrumental role in regulatory
oversight, serving in senior technical and managerial positions with Petroleum BRUNEI.
Dr. Damit’s efforts in international business development have also been crucial in supporting
successful market entries into Myanmar, Malaysia, and Canada. As 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, strategic
insights, and deep regional knowledge will be invaluable as we continue to drive Upland Resources’
growth in Southeast Asia and beyond.
In addition to Dr. Damit’s appointment, Upland Big Oil Sdn Bhd (UBO) has also appointed Thomas
Nyanat as Chief Executive Officer. Thomas is a distinguished geologist and oil and gas professional
with over four decades of global experience in both technical and leadership roles. He graduated with
a geology degree from the National University of Malaysia and has a proven track record in exploration
and development geology, reservoir management, and unconventional resources, across both onshore
and offshore environments.
Thomas’s leadership experience is second to none. His impressive career includes senior roles such
as Capability Management and Chief Petroleum Engineer with Shell Malaysia, Geology Discipline
Leader with Shell International USA (SIEP Inc.), Chief Geologist for the Petroleum Oil and Gas
Corporation of South Africa (PetroSA), and General Manager for Onshore Assets with Petroleum
Sarawak Bhd (PETROS). With over 41 years in the industry, Thomas’s expertise spans a wide range
of operations and technical disciplines, from strategic planning and organizational development to
mentoring and driving innovation. His appointment strengthens Upland’s position in the Sarawak region
and globally, and we are confident that his leadership will play a pivotal role in achieving our long-term
goals.
As we concentrate on Sarawak and Brunei, we have also made the decision to relinquish or not renew
licenses UK (Dunrobin), aligning with our strategy to focus our efforts on the high-potential opportunities
in South East Asia.
From a financial perspective, despite the challenges posed by global financial markets, the Company
successfully raised £4,561,562 (before expenses) during the reporting period, as detailed in the
Directors’ Report and Notes 8 (Share-based payments) and 17 (Stated capital).
We extend a warm welcome to our new investors and express our sincere gratitude to our loyal
shareholder base for their continued support in these financings. We are confident that the strategic
decisions made this year will position Upland for sustained growth and success in the years ahead.
Looking forward, we are excited about the opportunities that lie ahead in Sarawak and Brunei. Our goal
remains clear: to become the leading onshore exploration and production company and we look forward
to updating our shareholders on our progress as we continue to execute our strategy throughout 2025.
CEO and Chairman
28 April 2025
Page 4
Strategic Report for the Year Ended 31 December 2024
The Directors present their strategic report for the year ended 31 December 2024.
Principal activity
The Company and Group was formed for the purpose of acquiring assets, businesses or target
companies that have operations in the oil and gas exploration and production sector which it would then
look to develop and expand.
Since September 2022 the Group’s focus has been on Block SK334 in Sarawak, Malaysia, this evolved
through the acquisition of a 45% interest in Upland Big Oil Sdn Bhd (UBO) by our Sarawak subsidiary
Upland Resources (Sarawak) Sdn Bhd. Details of the acquisition of our interest in UBO are provided in
Note 12. UBO is reported as an Investment in Associate on the Consolidated Statement of Financial
Position and accounted for by the Equity Method on the basis that while the Company has significant
influence over UBO it does not control it. The Company’s equity position is < 50% and in addition the
audited accounts of UBO describe Big Oil Ventures Sdn Bdh with 55% as the holding company of UBO.
Our share of UBO losses reported using the Equity Method was £178,940 (2023 - £357,165) (refer Note
12). At this time, no license has been granted in Sarawak. In accordance with IFRS 6, until UBO
receives a license, the cost of exploration and evaluation expenditures relating to Project SK334 will be
expensed in the UBO accounts.
Future strategy
The Sarawak Basin is a prolific oil and gas producing basin, with seven geological provinces identified,
including the West Baram Delta, Balingian, Central Luconia, Tinjar, Tatau, West Luconia, and North
Luconia. The Company's strategy is to continue building on the exciting opportunities within this
dynamic region, with a particular focus on Block SK334, which comprises the Limbang and Lawas areas
and spans an area of 6,685 km².
Located directly south and east of Onshore Brunei Blocks L and M, which are known to contain active
petroleum systems, Block SK334 is positioned in a highly prospective region. These adjacent Brunei
blocks have produced numerous oil and gas discoveries, demonstrating the area's potential.
Available data for Block SK334 includes 6,350 km² of airborne Full Tensor Gravity (FTG) data acquired
in 2015, 456 km of 2D seismic data from 2016, along with various fieldwork reports, geochemical
studies, and technical assessments. Despite the promising data, no wells have ever been drilled in
Block SK334, presenting Upland with a unique opportunity to explore an underdeveloped and highly
prospective area.
The Company believes that Block SK334 holds significant exploration potential due to its similar
geological setting and basin history with the Belait and Jerudong fields in Brunei, both of which have
proven petroleum systems and significant oil and gas reserves. Several oil and gas seepages have
been recorded in the delineated prospective areas of SK334, and a hydrocarbon micro-seepage study
conducted in 2015 has confirmed the presence of active petroleum systems in the region.
Three key prospects have been mapped within Block SK334, all of which are faulted anticlinal closures.
The largest of these prospects features an asymmetric high-relief dome, while another represents a
three-way fault-closed structure, providing compelling targets for future exploration.
In line with Malaysia's growing exploration success, which saw 10 hydrocarbon discoveries in 2022
alone, Upland is confident that the Sarawak region remains a highly competitive area for oil and gas
exploration. In particular, eight of the 2022 discoveries were offshore Sarawak, underlining the region's
increasing exploration activity and attractiveness to investors.
Additionally, we have made significant progress in acquiring data and securing key agreements across
both Brunei and Sarawak, strengthening our position in this critical region. Our subsurface knowledge
Page 5
and geological expertise in the Sarawak and Brunei areas continue to grow, and we are excited about
the opportunities presented by these datasets. Positive engagement with stakeholders on both sides of
the border further enhances our confidence in the future success of these projects.
The Upland Board believes that the Company is uniquely positioned in the region, with a strong
competitive advantage in terms of technical knowledge, regional networking, and strategic
relationships. We are committed to advancing Block SK334, and we are confident that our continued
focus on this highly prospective area will deliver significant returns for shareholders.
Our emphasis on Sarawak is aligned with our broader corporate vision and strategy, which is focused
on identifying and capitalising on opportunities in regions where we can leverage our strengths and
create value. We look forward to advancing these initiatives throughout 2025 and beyond, continuing
to unlock the potential of this exciting region.
Business activity during the period
• Formation of Finance and Investment Committee (22nd Jan 2024): Upland set up a committee
to advise on asset management, joint ventures, and funding offers. It’s focusing on Block
SK334, and the company remains financially secure with strong investor backing.
• Progress with Exploration and Drilling (5th Feb 2024): Upland made progress on exploration,
completing pre-drill activities and receiving positive feedback from PETROS. It’s advancing
plans for drilling at the Santubong prospect.
• Joint Venture and Rig Reservation (22nd April 2024): Upland signed a letter of intent for a joint
venture and secured a rig reservation with Huisman Geo BV. CEO Bolhassan Di highlighted
growing investor interest in the company.
• Equity Placing (26th 04 2024): Upland completed a $4 million equity placing to support drilling
plans, with OAK Securities acting as broker. The company also highlighted its strong
institutional support.
• PSC Discussions and Potential Partnerships (16th May 2024): Upland is finalizing its Petroleum
Sharing Contract (PSC) with Sarawak State and has entered talks with five E&P companies
about participation in Block SK334.
• Resource Estimates for SK334 (21st May 2024): Upland shared preliminary resource indicators
for Block SK334, showing strong potential for oil and gas discoveries, especially in the
Santubong area. Two technical studies have been conducted on SK334. The first was
commissioned by Upland and Brooke Dockyard & Engineering as part of the PETRONAS 2018
Bid round. The second, a joint technical study (JTS) undertaken by Upland and PETROS – the
Sarawak state energy company. During the course of the JTS, PETROS provided 2D seismic
data, airborne gravity (FTG) and magnetic data, various technical and analogue well reports.
These were interpreted and integrated with data from field studies.
There are small differences but both studies confirm the prospectivity of SK334 and in particular
the initial target sites for exploration and appraisal drilling. Each of the studies has shown strong
correlation between seismic interpretation and the surface geology.
• Strategic Investment (9th Sept 2024): K Meranun, a key shareholder, subscribed for new
shares to help fund Upland’s operations. This raised £600,000, strengthening Upland’s capital
for its Sarawak business plans.
• Appointment of Dr. Razak Damit (21st Feb 2025): 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.
Each of these activities highlights Upland’s ongoing efforts to position itself as a key player in Malaysia’s
oil and gas sector, with strong financial backing and key strategic appointments.
Page 6
SK334 Exploration: Progress Report
• Continued constructive engagement with regulator.
• Drill crew & Project teams identified, contracts under review.
• Onshore drilling rig Inspection completed on 26th February 2024 at Sviadnov, Czech Republic,
as part of SK334 drilling rig selection and operational preparation. The rig is concluded to be
suitable for our plans, with additional back up LOC Rig now also available.
• Pre-drill work programme developed for accelerated drilling programme.
• Commencement of formal farm-out proceeding with interest from strategic reviewed, shortlist
now being finalised, collaboration agreements in place and regular dialog between parties.
PEDL299
Upland Resources (UK Onshore) Limited held a 25% interest in PEDL 299. The license was not
renewed and expired in July 2024. Upland Resources (UK Onshore) Limited will be dissolved in 2025.
Significant events since the balance sheet date
• Since 31 December 2024, 51,152,777 shares have been issued on the exercise of 1.20
warrants for gross proceeds of £ 613,833.
•
UBO repaid to the Group 10,000,000 Malaysian Ringgit, approximately £ 1,780,000.
Principal risks and uncertainties
The directors consider that the main business risks and uncertainties of the Group are:
Sub-surface risks
Risk 1: The success of the business relies on accurate and detailed analysis of the sub-surface. This
can be impacted by poor quality data, either historical or recently gathered, and limited data coverage.
Certain information provided by external sources may not be accurate.
Mitigation: All externally provided historical data is rigorously examined and discarded when
appropriate. New data acquisition will be considered and relevant programmes implemented, but
historical data can be reviewed and reprocessed to improve the overall knowledge base.
Risk 2: Data can be misinterpreted leading to the construction of inaccurate models and subsequent
plans.
Mitigation: All analytical outcomes are challenged internally and peer reviewed. Interpretations are
carried out on modern geoscience software.
Corporate risks
Risk 1: The Group’s success depends on skilled management as well as retention of technical and
administrative staff and consultants. The loss of critical members of the Group’s team could have an
adverse effect on the business.
Mitigation: The Group periodically reviews the compensation and contract terms of its staff and
consultants to ensure that they are competitive.
Financial Risks
Financial Risks are discussed in Note 9, the biggest risks being (i) foreign exchange risk since most of
the Group’s assets are denominated in Malaysian Ringgit and (ii) credit risk associated with shareholder
Page 7
advances made to UBO although the amount is 70% backed by cash held by UBO.
Political Risks
All of the Group’s operations are located in a foreign jurisdiction. As a result, the Group is subject to
political, economic and other uncertainties, including but not limited to, changes in policies, particularly
in relation to the fossil fuel industry in the context of concerns regarding climate change, or the personnel
administering them, terrorism, nationalism, appropriation of property without fair compensation,
cancellation or modification of contract rights, foreign exchange restrictions, currency fluctuations,
export quotas, royalty and tax increases and other risks arising out of foreign governmental sovereignty
over the areas in which these operations are conducted, as well as risk of loss due to civil strife, acts of
war, guerilla activities and insurrection.
Mitigation: The Group only conducts operation in those countries with a stable political environment
which have established acceptable oil and gas codes. The group adheres to all local laws and pays
heed to local customs.
Going concern risk
Risk: The Group at the date of approval of these accounts has sufficient financial resources to meet its
non-discretionary expenses for the next 12 months but the extent of discretionary expenses for that
period is not yet known.
Mitigation: Despite challenging financial markets, the Group has a loyal shareholder base and raised
£4,561,562 before expenses during 2024.
Approved by the Board on 28 April 2025 and signed on its behalf by:
Bolhassan Di
Director
Page 8
Directors' Report for the Year Ended 31 December 2024
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
• Dixon Wong Kit Seng
• Aimi Nasharuddin
• Andrew Hurst
Dr Razak Damit joined the Board 21 February 2025.
Financial Results
In June 2023, the board elected to change the year end of Upland Resources Limited from 30 June
2022 to period ended 31 December 2023 to align its current balance sheet date and future results of
operations with those of its main subsidiary in Sarawak and of its associated company, Upland
Resources (Sarawak) Sdn Bhd and Upland Big Oil Sdn Bhd respectively. Comparative results
presented in the Consolidated Statements of Comprehensive Income and Cashflow are for the 18-
month period ended 31 December 2023
The Group’s share of the loss incurred during the period by Upland Big Oil Sdn Bhd(UBO) - £ 178,940
(2023 £357,165) is expensed in the Consolidated Statement of Comprehensive Income. Included in the
UBO loss are exploration and evaluation expenditures. In accordance with IFRS 6, until UBO receives
a license, the cost of exploration and evaluation expenditures relating to Project SK334 will be expensed
in the UBO accounts.
During the year the Group raised £ 4,561,562 (2023 - £2,643,127) before expenses of £84,000 (2023
– £94,600) from the issue of shares and exercises of warrants and options. Note 17 has further
information about Share Capital.
The Group's loss on ordinary activities after taxation amounted to £1,409,217 (£2,167,066 for the 18
month period ended 31 December 2023) which equated to (0.11) pence per share (2023 – (0.23) pence.
The loss included £ 178,940 (2023 - £357,165), the Group’s share of the loss incurred by 45%-owned
associate Upland Big Oil Sdn Bhd.
No dividend was paid during the year (2023 – £NIL).
Financial risks and risk management
Financial risks are discussed in Note 9, the primary risks being (i) foreign exchange risk since most of
the Group’s assets are denominated in Malaysian Ringgit and (ii) credit risk associated with shareholder
advances made to UBO although the amount is 70% backed by cash held by UBO.
These risks pertain to the Company’s interest in 45%-owned Upland Big Oil Sdn Bhd (UBO) which
increased during 2024 by a further £ 3,105,000. This included £ 441,000 to purchase a further 2,474,550
shares at their par value of 1 Malaysian Ringgit (MR) each, prorata with Big Oil Ventures Sdn Bhd
(BOV) our 55% joint venture partner, The balance of the Company’s interest consisted of advances
which earn interest at a rate of 3.66% per annum At 31 December 2024, the carrying value of the
Company’s Interest in UBO was £3,603,397 (Refer Balance Sheet, Notes 12 and 13). On that date
UBO cash was £2,787,131, 77% of the Company’s total interest in UBO. Since 31 December 2024, in
Page 9
order to reduce its finance cost, UBO has repaid 10,000,000 MR of advances, approximately
£1,780,000, which both reduces the Company’s UBO interest to approximately £1,823,000 from
£3,603,397 and fortifies the Company’s cash position, along with warrants exercised in February 2025,
by approximately £2,393,000
As noted in the Chairman’s Statement, the Company is pleased with progress made in Sarawak during
2024 and is confident that through profitable investment by UBO the Company will recover the funds it
has committed. Therefore, no impairment of its interest in UBO is considered necessary.
Capital structure
During the year ended 31 December 2024, the Company raised £4,561,562 before expenses (18
months ended 31 December 2023 - £2,643,127) from the issue of shares and the exercise of share
warrants.
Details of the issued share capital, together with details of the movements in the Company’s issued
share capital during the period, are shown in note 17 to the financial statements. 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.
With regard to the appointment and replacement of Directors, the Company is governed by its Articles
of Association, the Companies (Jersey) Law 1991 and related legislation. The Articles themselves may
be amended by special resolution of the shareholders.
Directors' interests
As at 31 December 2024, the beneficial interests of the Directors and their connected persons in the
ordinary share capital of the Company were as follows:
Director
Number of Ordinary
Shares
% of Ordinary Share
Capital
B Di * 42,593,620 3.11%
A Nasharuddin 16,730,770 1.21%
D Wong 2,000,000 0.15%
A Hurst 4,166,666 0.30%
* Includes 7,788,460 shares held by the director’s spouse.
Statement of policy on Directors’ remuneration
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.
Limited Long Term Incentive Plan (“LTIP”)
The Company has established a LTIP as part of the general remuneration plan of the Company. All
Page 10
executive directors and senior managers are eligible to participate in the LTIP. Awards under the LTIP
are determined by the non-executive directors of the Company following full consultation with the
executive directors. Awards may be made every year, measuring performance against goals.
During the year, cash bonus awards of £ 188,000 (2023 - £295,000) and share option awards of £Nil
(2023 - £540,117) have been made under the LTIP.
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.
Further information is provided in Note 7.
Share option scheme (Note 8)
During the year there were no changes to the following Table such that each optionee held the same
number of share options at 31 December 2023 and 2024 as follows:
Director Date of
grant
Options
held at 1
January
2024
Granted
during
the
year
Exercised
during the
year
Options held at 31
December 2024
B Di 4
November
2022
- - - -
27
February
2023
50,000,000 - - 50,000,000
A
Nasharuddin
4
November
2022
8,000,000 - - 8,000,000
27
February
2023
10,000,000 - - 10,000,000
D Wong 4
November
2022
8,000,000 - - 8,000,000
27
February
2023
10,000,000 - - 10,000,000
A Hurst 27
February
2023
10,000,000 - - 10,000,000
Page 11
Substantial shareholders
The following had interests of 3 per cent or more in the Company's issued share capital at 10 March
2025:
Party Name
Number of Ordinary
Shares
% of Ordinary Share C
apital
M N B Zakaria
Tune Assets Limited
Kamarudin Bin Meranum
B Di
186,280,535
74,579,604
52,857,142
42,593,620
13.20%
5.28%
3.74%
3.02%
Warrants
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 the period
ended 31 December 2023 and 2,800,000 expired as unexercised.
On 28 February 2023, the Company issued 149,250,000 warrants 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
and exercisable at any time up to 28 February 2025. 6,888,888 warrants were exercised during the
period ended 31 December 2023; 19,333,333 during 2024 and 51,152,777 in 2025. The balance of
71,875,602 have expired except for 7,529,166 held by two directors and an officer who were granted a
six-month extension by the Board because of closed period issues.
Directors Warrants
Term
Exercise
Price
Number
Bolhassan Di
Andrew Hurst
Until 28 August 2025
Until 28 August 2025
1.20p
1.20p
5,375,000
383,333
Dividend policy
The Company does not anticipate declaring any dividends in the immediate future.
Corporate governance
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
Page 12
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. However, as the Group’s operations are expected to expand in 2024, with personnel additions
being a part of the expansion and accordingly the board is expecting to constitute nomination and
remuneration committees along with an audit and risk committee. During the period a Technical
Committee comprised of Bolhassan Di , Andrew Hurst and Gerry Murray was formed along with a
Financial& Investment Committee comprised of Bolhassan Di, Dixon Wong, Aimi Nasharuddin, John
Forrest and Gerry Murray The Board as a whole is responsible for the appointment of auditors 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,
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.
Environmental, Social and Governance (ESG) and Sustainability
Environmental Policy
Protection of the environment and focused environmental management are of primary importance to
the board of the Company. It is essential to conduct its operations in such a manner to minimise the
impact of the environment from its activities.
Key objectives include:
- Provide the necessary resources in the form of finance, equipment, personnel, training and
time to implement our policy and to further develop and promote our environmental and bio-
diversity commitments.
- Identify and evaluate and manage environmental aspects and associated risks applying a
precautionary approach using best industry practices without compromising safety.
- Apply a mitigation hierarchy when identifying environmental control measures, from avoidance,
mitigation and restoration to the offset of residual impact.
- Consider opportunities for bio-diversity net gain by having a positive ecological impact through
habitat creation or enhancement.
- Comply with applicable environmental laws, regulations and standards in the countries in which
we operate.
- Engage with local communities and call upon community knowledge of the local environment
to assist the Company in protecting and conserving eco-systems and environmental resources.
- Incorporate pollution prevention in our project planning and actively work to reduce and
minimise the greenhouse gas emissions and carbon intensity of our projects from the
conception phase onwards.
Page 13
- Promote efficiency in our use of energy and water with the aim of conserving natural resources
and reducing atmospheric emissions.
- Operate in a safe manner to avoid, spills, leaks or discharge of polluting materials.
- Ensure that an effective response capability is in place and regularly tested so that
environmental incidents can be responded to in a timely and effective manner should they
occur.
- Identify and work toward environmental objective and targets that are regularly reviewed and
reported on to promote continual improvement against those targets and objectives.
- Ensure that contractors are aware of and comply with our environmental policies and standards
and where necessary work with our contractors to raise standards to meet our requirements.
- Use our leverage and influence with business partners to promote high standards of
environmental management.
- Where appropriate support local conservation projects.
- Ensure that environmental accidents, incidents or non-compliances are promptly reported and
investigated and that corrective and preventive actions are implemented and that the lessons
learned are shared.
- Monitor and evaluate our own and contractor competence and capabilities and conduct periodic
audits to ensure controls are effective and that our environmental standards are being
achieved.
and
- Report on our environmental performance and the status of our environmental objectives and
targets.
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.
Page 14
- 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 Adaption, 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 in
2025 as part of the anticipated planning and scheduling of UBO’s 2025 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 have acknowledged 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 a final 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 during this period is dependent on
investments that UBO will make and the financial commitments arising from those investments. The
aggregate of discretionary commitments during the next 12 months cannot be certain before the
transactions are entered into. As a mitigating factor the Group is forecasting a non-discretionary
expenditure surplus of £1,384,000 available to meet new financial commitments arising. Further the
Directors note that Upland Resources Limited has a loyal shareholder base and raised £ 4,561,562 in
2024 (2023-£2,643,127).
Since 31 December 2024 UBO has repaid to the Company 10,000,000 Malaysian Ringgi, approximately
£1,780,000, which fortifies our cash position, together with warrants exercised in February 2025, by
approximately £2,393,000.
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.
Statement as to Disclosure of information to the Auditor
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 he ought to have taken as
a Director in order to make himself aware of any relevant audit information and to establish that
the Company’s Auditor is aware of that information.
Page 15
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 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 2025 and signed on its behalf by:
Bolhassan Di
Director
Page 16
Statement of Directors' Responsibilities
As a Jersey registered company, the Directors 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.
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 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.
This responsibility statement was approved by the Board on 28 April 2025 and signed on its behalf by:
Bolhassan Di
Director
Page 17
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 period
ended 31 December 2024 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 2024 and of its
loss for the period 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
group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed 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 group’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 at least 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 input and assumptions including but not limited to the forecast
committed cost, to the cashflow forecast 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 group’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.
Our application of materiality
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
Page 18
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 £101,000
(2023: £65,000). 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 its associate who are
incurring expenditure in their pursuit of identifying assets which could be developed and expanded in
the oil and gas sector.
In the previous year, loss before tax was determined as the appropriate basis for materiality because
the principal focus of the group in the previous year was incurring expenditure in their pursuit of
identifying assets which could be developed and expanded in the oil and gas sector. Having identified
SK334 and holding 45% interest in the associate entity in the previous year, we have considered net
assets to be the principal focus of the group in the current year.
Group performance materiality was set at £60,000 (2023: £39,000), 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 £5,000 (2023: £3,250) 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.
Our approach to the audit
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.
An audit was performed on the financial information of the group’s subsidiaries and associate which,
for the period ended 31 December 2024, 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 remaining components were 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 £30,000 and £57,000 and trivial threshold
ranged between £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
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
Page 19
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.
Key Audit Matter
How our scope addressed this matter
Impairment of Investment in Upland Big Oil
Sdn Bhd (Note 12)
The Group carries a material investment of
£329k in an associate undertaking balance in its
Statement of Financial Position. Upland
Resources Limited (through its subsidiary
Upland Resources (Sarawak) Sdn Bhd, acquired
a 45% equity interest in Upland Big Oil Sdn Bhd
during 2023. Operations in the associate
(development of Block SK334) is currently the
core focus for the group.
The investment is equity accounted for within the
financial statements.
Following on from the above, there is a risk that
the group’s investment in the associate may be
impaired as the associate is yet to commence
drilling or generate revenue as such the
associate has been incurring continuing losses.
Hence there is a risk that the group’s investment
may be impaired. This is considered a Key audit
matter given the level of judgement required
in assessing the associate’s performance
and the quantum of the investment.
Our work in this area included:
• Obtaining and reviewing management’s
impairment assessment;
• Considering the existence of impairment
indicators per IFRS 6;
• Assessing the recoverability of the
investment by reference to underlying net
asset values and potential future of the
underlying assets;
• Obtaining confirmation of the successful
completion of the Joint Technical Study on
the licence areas relevant to the associate’s
operation and gaining and understanding of
managements next actions regarding
development;.and
• Making enquiries of management and
performing media searches for contradictory
evidence indicating that the production
sharing contract will not be granted to the
associate.
Based on the work performed, we did not find any
issues in relation to impairment of investment in
Upland Big Oil Sdn Bhd.
Recoverability of the loan to Upland Big Oil
Sdn Bhd (Note 13)
The loan with the associate of £3.3million is the
largest asset in the Consolidated Statement of
Financial Position. Given the continuing losses
incurred by the associate and the position of its
activties , there is a risk that the loan balance
may not be fully recoverable.
Given the recoverable value of the loan is
dependent on the successful discovery of Oil
and Gas reserves and the commercial
exploitation thereof, both of which are inherently
uncertain, and the level of management
judgement required in determining the
recoverable value, this is considered a key audit
matter
Our work in this area included:
• Obtaining and reviewing management’s
recoverability assessment;
• Considering; post year end events that may
be corroborative as well as contradictory in
relation to recoverability of the loan;
• Obtaining confirmation of the balance due
from the associate;
• Making enquiries of management and
performing media searches for contradictory
evidence indicating that the production
sharing contract on SK334 will not be granted
to the associate;
Page 20
• Obtaining evidence of the associate seeking
to explore future opportunities in Brunei,
neighbouring country to Sarawak; and
• Ensuring adequate disclosure throughout the
financial statements in line with the reporting
requirements of the applicable standards.
Based on the procedures performed, we
consider the loan to be recoverable provided
the Production sharing contract for Block
SK334 is granted to Upland Big Oil Sdn Bhd
and that the findings of the joint technical
study accurately indicate there is confidence
in the prospectivity of SK334.
Based on the work performed, we did not find any
issues in relation to recoverability of the loan to
Upland Big Oil Sdn Bhd.
Other information
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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group 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:
• proper accounting records have not been kept, or proper returns adequate for our audit have
not been received from branches not visited by us; or we have not received all the information
and explanations we require for our audit.
• the financial statements are not in agreement with the accounting records.
Responsibilities of directors
As explained more fully in the Statement of Directors’ Responsibilities, 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
Page 21
going concern basis of accounting unless the directors either intend to liquidate the group 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 group and the industry 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 group in this regard to be
those arising from Rules of the London Stock Exchange and the Companies (Jersey) Law 1991.
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; and reviewing correspondence and Regulatory News Service
announcements.
• 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) 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.
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.
Page 22
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms
part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with our engagement
letter dated 17 March 2025. 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.
Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Recognised Auditor London E14 4HD
28 April 2025
Page 23
Consolidated Statement of Comprehensive Income for the Year Ended 31
December 2024
Note
Y
ear ended
30 December
2024
£
18 month
Period ended
31 December
2023
£
Exploration and evaluation expenditure
10
(
)
(
)
Administrative expenses
(1,089,933 ) (1,784,158 )
Operating loss
3 (1,230,277 ) (1,809,901 )
Share of loss of associate
12
(178,940 )
(357,165 )
Loss before tax
(
)
(
)
Taxation
4 -
Net Loss for the financial period
(1,409,217 ) (2,167,066 )
Other comprehensive income / (loss
Total comprehensive income for the financial period
(1,409,217 ) (2,167,066 )
Loss attributable to:
Owners of the Company
(1,409,217 ) (2,167,066 )
Total comprehensive income attributable to:
Owners of the Company
(1,409,217 ) (2,167,066 )
Earnings per share
Basic and diluted (pence per share) 5 (0.11 ) (0.23 )
The above results were derived from continuing operations.
The notes on pages 27-51 form an integral part of these financial statements.
Page 24
Consolidated Statement of Financial Position as at 31 December 2024
Note
31 December
2024
£
31 December
2023
£
Non-current assets
Tangible fixed assets
11
Investment in associate
12 328,638
Trade and other receivables
13 3,274,759
Current assets
Trade and other receivables 13 42,182 32,130
Cash and cash equivalents 14 350,055 654,721
Total assets
Equity and liabilities
Stated capital 17
Share options reserve
Retained earnings
(12,245,026 ) (10,835,809 )
Total equity
Current liabilities
Trade and other payables 15
Total equity and liabilities
These financial statements were approved and authorised for issue by the Board on 28 April 2025 and
signed on its behalf by:
Bolhassan Di
Director
The notes on pages 27 to 51 form an integral part of these financial statements
Page 25
Consolidated Statement of Changes in Equity for the Year Ended 31 December
2024
Equity attributable to equity holders of the parent company
Issue of shares 2,253,900 - - 2,253,900
Issue costs
(
)
(
)
Grant of share
options - 540,117 - 540,117
Exercise of share
options 40,000
(
)
Exercise of share
warrants
(
Note 9
)
At 31 December
2023
(
)
Stated capital
£
Share options
reserve
£
Retained earnings
£
Total equity
£
At 1 January 2024
(
)
Loss and total
comprehensive
income for the year
Transactions with
shareholders
Issue of shares 4,329,562 - - 4,329.562
Issue costs (84,000 ) (84,000 )
Exercise of share
warrants (Note 9)
At 31 December
2024
The notes on pages 27 to 51 form an integral part of these financial statements.
Stated capital
£
Share options
reserve £
Retained earnings
£
Total equity
£
At 1 July 2022
(
)
(
)
Loss and total
comprehensive
income for the year
Transactions with
shareholders
Page 26
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
Note
Year ended
31 December
2024
£
Period ended
31 December
2023
£
Cash flows from operatin
g
activities
Loss from operations for the period / year
(
)
(
1,809,901
)
Adjustments to cash flows from non-cash items:
Share-based payment expense
8 -
Depreciation
11 709
Foreign exchange loss(gain)
(132,954 ) 24,150
Operating cash flows before working capital
movements
(1,541,462 ) (1,244,953 )
(Increase)/decrease in trade and other receivables
(
)
(
)
Increase(decrease) in trade and other payables
(406,459 ) 92,472
Net cash flow used in operating activities
(4,521,770 ) (1,757,325 )
Cash flows from investing activities
Acquisition of shares in associate
12
(262,126 ) (23,076 )
Purchase of fixed assets
11 - (4,114 )
Net cash flow used in investing activities
(262,126 ) (27,190 )
Cash flows from financing activities
Repayment of short term loan
(
)
Issue of ordinary shares, net of issue costs 4,477,562
Net cash flow from financing activities
Net (decrease) increase in cash and cash equivalents
(
)
Cash and cash equivalents at beginning of period /
year
14 654,721 305,526
Exchange differences in respect of cash and cash
equivalents
Cash and cash equivalents at end of period / year
14 350,055 654,721
The notes on 27 to 51 form an integral part of these financial statements.
Page 27
Notes to the Financial Statements for the Period Ended 31 December 2024
1 General information
The Company was incorporated in the British Virgin Islands on 14 March 2012 as a private limited
company with the name Ribes Resources Limited. On 3 September 2013 the company changed its
name to Upland Resources Limited. On 15 August 2019, the Company was registered in Jersey by way
of a continuation out of the British Virgin Island s and migration into Jersey
value company. There is no limit on the number of shares of any class that the Company is authorised
to issue.
The Company and Group was formed for the purpose of acquiring assets, businesses or target
companies that have operations in the oil and gas exploration and production sector which it would then
look to develop and expand.
During the prior reporting period the Company changed its year end from 30 June to 31 December. As
a result, the Consolidated Statement of Comprehensive Income and the Consolidated Statement of
Cashflows for the comparative period cover the 18-month period ended 31 December 2023.
2 Accounting policies
Summary of significant accounting policies and key accounting estimates
The Board has reviewed the accounting policies set out below and considers them to be the most
appropriate to the Group’s business activities.
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRSs and IFRIC interpretations) issued by the International Accounting Standards Board
(IASB) as endorsed by the EU and with those parts of Companies (Jersey) Law 1991 applicable to
companies preparing their accounts under IFRS. The financial statements have been prepared under
the historical cost convention except where otherwise stated.
No Company information is included in the financial statements as it is not required by Companies
(Jersey) Law 1991.
The financial information is presented in Sterling (£).
Standards and interpretations issued but not yet applied
Standards and amendments to existing standards effective 1 January 2024
At the date of approval of these financial statements Standards and Interpretations listed below, had
been issued but were not yet effective. The directors do not anticipate that the adoption of these
standards or interpretations or future amendments to existing standards will have a material impact on
the financial statements in the year of initial application.
• Amendment to IAS 37: Provisions, Contingent Liabilities and Contingent Assets – Onerous
Contracts;
• Amendment to IFRS 3: Business Combinations - Reference to Conceptual Framework;
• Amendment to IAS 16: Property Plant & Equipment – Proceeds before Intended Use
Page 28
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the Company and its
subsidiary undertakings drawn up to 31 December 2024.
Where the Group has control over an investee, the investee is classified as a subsidiary. The Group
controls an investee if all three of the following measures of control are present: power over the investee;
exposure to variable returns from the investee and the ability of the investor to use its power to affect
those returns.
The results of subsidiaries acquired or disposed of during the period are included in the consolidated
income statement from the effective date of acquisition or up to the effective date of disposal, as
appropriate. Where necessary, adjustments are made to the financial information of subsidiaries to
bring the accounting policies into line with those used by the Group. All intra-group transactions,
balances, income and expenses are eliminated on consolidation.
Individual company income statement
Under Companies (Jersey) 1991 Law, the company is not required to present its individual income
statement.
Going concern
These financial statements have been prepared on a going concern basis, which assumes that the
Group will continue to be able to meet its liabilities as they fall due for the foreseeable future. The Group
meets its current day to day working capital requirements through existing cash reserves.
During the 12 months ended 31 December 2024, the Company raised before expenses £ 4,561,562
(2023 - £2,643,127) before expenses. from the issue of shares and the exercise of share purchase
warrants
The Directors believe that the Group will be able to raise sufficient cash to enable it to continue its
operations, including exploration in Sarawak, and to continue to meet, as and when they fall due, its
liabilities for at least the next twelve months from the date of approval of the Group financial statements.
The Group financial statements have, therefore, been prepared on the going concern basis. The
auditors have made reference to going concern by way of a material uncertainty in their audit report
due to the fact that the fundraising announced has not yet been formally concluded.
Intangible assets
Oil and gas assets: exploration and evaluation
The Group has adopted IFRS 6.Costs incurred prior to obtaining legal rights to explore are expensed
to the income statement. This applied to the cost of exploration and evaluation expenditure incurred by
Upland Big Oil Sdn Bhd during the year and the comparative period. Upon receipt of a license in
Sarawak the Group will commence to capitalise Exploration and Evaluation(“E&E”) costs as outlined
below.
The Group has adopted the ‘successful efforts’ method of accounting for E&E costs, having regard to
the requirements of IFRS 6 ‘Exploration for and Evaluation of Mineral Resources’.
The successful efforts method means that only the costs which relate directly to the discovery and
development of specific oil and gas reserves are capitalised. Such costs may include costs of license
acquisition, technical services and studies, exploration drilling and testing but do not include costs
incurred prior to having obtained the legal rights to explore the area. Under successful efforts
accounting, exploration expenditure which is general in nature is charged directly to the income
statement and that which relates to unsuccessful drilling operations, though initially capitalised pending
Page 29
determination, is subsequently written off. Only costs which relate directly to the discovery and
development of specific commercial oil and gas reserves will remain capitalised and to be depreciated
over the lives of the reserves. The success or failure of each exploration effort will be judged on a well-
by-well basis as each potentially hydrocarbon-bearing structure is identified and tested. Exploration and
evaluation costs are capitalised within intangible assets.
Upon receipt of a license in Sarawak the Group will capitalise E and E expenditures in accordance with
IFRS 6. During the period all lease and licence acquisition costs, geological and geophysical costs and
other direct costs of exploration, evaluation and development were expensed to the income statement.
Intangible assets, once capitalised, will comprise costs relating to the exploration and evaluation of
properties. When the reserves are appraised as commercial, they will transfer to tangible assets as
‘Developed oil and gas assets’ and depreciated accordingly. Where properties are appraised to have
no commercial value, the associated costs are treated as an impairment loss in the period in which the
determination is made.
Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation. The carrying value of tangible
fixed assets is assessed annually and any impairment charged to income statement.
Depreciation
Tangible fixed assets are depreciated on a straight-line method to their residual values at rates based
on the estimated useful lives of the assets, as follows:
• Office equipment – 10% per annum, straight line
• Computer equipment – 20% per annum, straight line
Associates
Associates are entities over which the Group has significant influence but not control. Generally this
equates to entities in which the Group has a shareholding of 20-50%. Investments in associates are
accounted for using the equity method. Under the equity method the investment is initially recognised
at cost and the carrying value is increased or decreased to recognise the Group’s share of the profit or
loss of the associate since acquisition.
When the Group’s ownership interest in an investment is increased and significant influence is obtained,
the Group measures the fair value at the point of obtaining significant influence and compares that
amount against the carrying value and any gain or loss is included in the statement of comprehensive
income. The fair value of the investment plus the deemed fair value of any consideration paid is treated
as the deemed cost and proceeds to be accounted for under the equity method.
The Group’s share of post-acquisition profit or loss is recognised in the statement of comprehensive
income and its share of post-acquisition movements is classified as other comprehensive income.
The Group determines at each reporting date whether there is any objective evidence to indicate that
the investment in associate is impaired.
If the Group disposes of part of its interest in an associate such that it no longer has significant influence
over the associate, it recognises the difference between the value of consideration received and the
residual carrying value of the interest retained and the carrying value at the date significant influence is
lost and any gain or loss is recognised as other comprehensive income.
Financial assets
The financial assets held by the Group are classified as Trade and other receivables and cash and cash
equivalents. These assets are non-derivative financial assets with fixed or determinable repayments
which are not quoted on an active market. They are initially carried at fair value plus transaction costs
attributable to their acquisition and are subsequently carried at amortised cost using the effective
interest rate method less any impairment. Impairment arises when there is objective evidence that the
Group will not be able to collect the amount due under the receivable.
Impairment is reviewed at least annually in accordance with IFRS9 by comparing the carrying cost
against the present value of future cash repayments. For receivables which are reported as net, the
provision will be reported separately in the Consolidated Statement of Financial Position The amount
Page 30
of the provision will be provided as an administrative expense. In future accounting periods, the
provision might be adjusted and the impact of any adjustment to the provision would be included in
Profit and Loss. If the receivable proves uncollectible the gross asset carrying value would be written
off against the provision.
Cash and cash equivalent assets
These amounts comprise cash on hand and with banks. Cash equivalents are accounts that are highly
liquid readily convertible to cash including short term investments and short term deposits.
Any cash or cash equivalents that are subject to restrictive conditions are classified separately as
Restrictive cash.
Derecognition
The Group derecognises a financial asset when the contractual cashflow attached to that asset expires
or is transferred to another entity.
The Group derecognises a financial liability e when the obligation is discharged, cancelled or expires.
Financial Liabilities
The Group’s financial liabilities include trade and other payables, short term and long terms loans,
whether secured or unsecured. These liabilities are initially carried at cost and subsequently at
amortised value using the interest rate method. All interest and other costs associated with these
liabilities are expensed, as incurred, and included as part of Finance costs in the Profit & Loss. Where
any liability includes convertibility, the fair value of the equity and liability portions is determined on date
of issue of the convertible instrument using appropriate discount factors
Equity
Equity comprises the following:
• “Stated capital” represents the amount of cash or other consideration received by the company
for the issue of shares of that class net of share issue costs;
• “Retained earnings” includes all current and prior years losses or profits as disclosed in the
Statement of comprehensive income results; and
• “Share options reserve” represents equity-settled share-based remuneration stated at the fair
value of share options issued. As options are exercised their cost is transferred to Retained
earnings.
Foreign currency translation
Functional and presentation currency
Items included in the financial information are measured using the currency of the primary economic
environment in which the entity operates (“the functional currency”). The financial statements are
presented in Sterling (£), which is the Company’s functional and presentational currency. The functional
currency of the Malaysian operations is the Malaysian Ringgit.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions, and from the translation at period-end exchange rates of monetary
assets and liabilities denominated in foreign currencies, are recognised in the income statement.
Page 31
Operating segments
The Group has one operating business segment, the exploration and development of oil and gas assets.
It currently operates in one jurisdiction – Sarawak, Malaysia through its wholly-owned subsidiary Upland
Resources (Sarawak) Sdn Bhd and its associate Upland Big Oil Sdn Bhd(UBO). As noted in the
Chairmans Statement the Company is investigating other opportunities in southeast Asia. Parent
company Upland Resources Limited is registered in Jersey. A previous operating unit Upland
Resources (UK Onshore) Limited is dormant and will be dissolved in 2025.
Critical estimates and judgements
The preparation of the Group financial statements in conformity with generally accepted accounting
principles requires the use of estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of the revenues and expenses during the reporting period. Although these
estimates are based on management’s best knowledge of current events and actions, actual results
may ultimately differ from those estimates. The Group did not enter into material operational
transactions requiring significant estimates and assumptions to be effected in preparation of financial
statements for the reporting period. The critical accounting estimates and judgements made are in line
with those made in the audited financial statements for the period ended 31 December 2023.
The Group had no significant assets nor liabilities as at 31 December 2024 which were measured using
significant accounting estimates or judgements other than:
Recoverability of Investment in Associate and loan due from UBO – Judgements are made by
management in respect of the recoverability of these amounts. In forming their opinion Directors made
judgements in respect of the potential success of the activities within the associate to deliver upon its
aims to find hydrocarbons which, if found, will generate the required returns to support the carrying
value of these amounts. These judgements included consideration of the results of the Joint Technical
Study (“JTS”), the ability to obtain the relevant permits to monetise the asset, the ability to raise the
required funds for exploitation and future hydrocarbon prices.
Taxation
Current taxation for each taxable entry in the Group is calculated based on the local taxable income
and the local statutory tax rate.
Deferred Taxation
Deferred taxation is calculated on the liability method on temporary differences arising between the tax
base of assets and liabilities and their carrying values in the financial statements, The amount of
deferred tax is determined using tax rates and laws that have been enacted by the balance sheet date
are expected to apply when the related deferred tax asset is realised or the related deferred tax liability
settled.
Deferred tax liabilities are provided in full.
Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available
against which the temporary differences can be utilised.
Changes at fair market value in deferred tax assets or liabilities are recognised as a component of
income tax expense in the Statement of Comprehensive income.
Share based payments
In line with IFRS 2, the Group operates an equity-settled, share-based compensation plan, under which
the entity receives services from directors and persons discharging managerial responsibilities as
consideration for equity instruments (options) of the entity. The fair value of the services received is
Page 32
measured by reference to the estimated fair value at the grant date of equity instruments granted and
is recognised as an expense over the vesting period. The estimated fair value of the option granted is
calculated using the Black Scholes option pricing model or Monte Carlo Simulation. The total amount
expensed is recognised over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied.
The proceeds received net of any directly attributable transaction costs are credited to share premium
when the options are exercised.
Equity-settled share-based payment transactions with parties other than directors and persons
discharging managerial responsibilities are measured at the fair value of the goods and services
received, except where the fair value cannot be estimated reliably, in which case they are measured at
the fair value of the equity instruments granted, measured at the date the counterparty renders the
service.
Climate Adaption, 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 in 2025
as part of the anticipated planning and scheduling of UBO’s 2025 work program.
The Company, which is still at the exploration stage, has identified no climate-related disclosures for
inclusion in the financial statements at the reporting date.
Before executing any oil and gas operations that involve the movement of equipment or personnel onto
a site the Company will execute an independent Environmental Impact Assessment that will be
published for local consultation and approved by the local civil authorities. Climate related risks relevant
to the Company’s financial reporting objectives will be identified following this consultation process and
if any risk is identified it will be mitigated against by implementing a plan that directly addresses the
perceived risk.
3
Operating loss
| Arrived at after charging/(crediting): | ||
| Year ended 31 | ||
| December 2024 | ||
| £ | ||
| Period ended | ||
| 31 December | ||
| 2023£ | ||
| Fees payable to the Company’s auditor and its associates – | ||
| audit of the financial statements (Note) | ||
| 46,000 | 44,000 | |
| Depreciation of tangible fixed assets | ||
| Share option expense | ||
| - | ||
| - | ||
| 681 | ||
| 540,117 | ||
| Exploration and evaluation expenditure | ||
| 140,344 | ||
| 25,743 | ||
| Loss/(gain) on foreign exchange | ||
| (138,738) | 24,150 |
Segmental Analysis
The Group operates in one business segment, the exploration and development of oil and gas assets.
It currently operates in three jurisdictions: Jersey (Upland Resources Limited); Sarawak (Upland
Resources (Sarawak) Sdn Bhd and Upland Big Oil Sdn Bhd) and the UK (Upland Resources (UK
Onshore) Limited).
Segment results, assets and liabilities include items directly attributable to a segment as well as those
than can be allocated on a reasonable basis.
Page 33
| 31 December 2024 | ||||
| Jersey £ | Sarawak £ | UK £ | Total £ | |
| Results | ||||
| Loss before income tax | 1,235,179 | 156,230 | 17,808 | 1,409,217 |
| Assets | ||||
| Non-Current assets | - | 3,606,264 | - | 3,606,264 |
| Current assets excluding cash | 41,826 | 356 | - | 42,182 |
| Cash | 310,832 | 39,223 | - | 350,055 |
| Total assets | 352,658 | 3,645,843 | - | 3,998,501 |
| Liabilities | ||||
| Current | 207,335 | 56,696 | 3,000 | 267,031 |
| Non-current | - | - | - | - |
| Total liabilities | 207,335 | 56,696 | 3,000 | 267,031 |
| 31 December 2023 | ||||
| Jersey £ | Sarawak | UK £ | Total £ | |
| Results | ||||
| Loss before income tax | 1,727,820 | 409,316 | 29,930 | 2,167,066 |
| Assets | ||||
| Non -Current assets | - | 649,764 | - | 649,764 |
| Current assets excluding cash | 32,000 | - | 130 | 32,130 |
| Cash | 519,512 | 135,209 | - | 654,721 |
| Total assets | 551,512 | 784,973 | 130 | 1,336,615 |
| Liabilities | ||||
| Current | 480,483 | 190,508 | 2,500 | 673,491 |
| Non-current | - | - | - | - |
| Total liabilities | 480,483 | 190,508 | 2,500 | 673,491 |
4 Taxation
The tax charge for the period can be reconciled to the loss in the Statement of Comprehensive Income
as follows:
| Year ended 31 | ||
| December | ||
| 2024 | ||
| Period ended | ||
| 31 December | ||
| 2023 | ||
| £ | ||
£ | ||
| Loss before tax on continuing operations | (1,409,217) | (2,167,066) |
| Tax at the applicable standard tax rate of 2.72% (2023 – 4.5%) | (38,330) | (98,235) |
| Change in unrecognised deferred tax assets | 38,330 | 98,234 |
| Tax charge for the period | ||
| - - |
A weighted average tax rate of 2.72% has been used to calculate deferred tax. Tax rates applied in the
weighted average calculation were Sarawak -24%; UK – 25% and Jersey – 0%. No deferred tax asset
Page 34
has been recognised in respect of these losses as there is insufficient evidence that the amount will be
recovered in future years.
5
Earnings per share
The calculation of basic loss per share is based on the following loss and number of shares:
| Year ended 31 | ||
| December | ||
| 2024 | ||
| Period ended | ||
| 31 December | ||
| 2023 | ||
| Earnings (Loss) for the period from continuing operations | ||
| (£1,409,217) | (£2,167,066) | |
| Weighted average shares in issue | ||
| 1,293,624,364 | 961,371,914 | |
| Basic earnings (loss) per share (pence per share) | ||
| ( 0.11p) | ( 0.23p) |
Basic loss per share is calculated by dividing the loss for the period from continuing operations of the
Group by the weighted average number of ordinary shares in issue during the period.
The disclosure of the diluted loss per share is the same as the basic loss per share as the conversion
of share options and warrants decreases the basic loss per share, thus being anti-dilutive.
6 Staff costs
There were no staff costs paid during the year. Directors and other PDMRs emoluments are disclosed
in Note 7 and share-based payments disclosed in note 8.
There are no defined benefit or defined contribution pension arrangements in operation.
7 Directors’ and other PDMRs’ remuneration
Directors’ and other PDMRs’ remuneration for the year ended 31 December 2024 are as follows (comparable balances cover the preceding 18 months) :
| Director | Period | Salary/Fee | LTIP – Bonus | LTIP – Share | |
| options | |||||
| Total pay | |||||
| £ | £ | £ | £ | ||
| B Di | 1 January 2024 – 31 | ||||
| December 2024 | |||||
| 234,111 | 60,000 | - | 294,111 | ||
| 1 July 2022 – 31 | |||||
| December | 2023 | ||||
| 175,995 | 190,000 | 227,272 | 593,267 | ||
| A Nasharuddin | 1 January 2024 – 31 | ||||
| December 2024 | |||||
| 36,000 | 26,000 | - | 62,000 | ||
| 1 July 2022– 31 | |||||
| December | 2023 | ||||
| 32,832 | 15,000 | 55,920 | 103,752 | ||
| D Wong | 1 January 2024 – 31 | ||||
| December 2024 | |||||
| 36,000 | 26,000 | - | 62,000 | ||
| 1 July 2022 – 31 | |||||
| December | 2023 | ||||
| 32,832 | 15,000 | 55,920 | 103,752 | ||
| A Hurst | 1 January 2024 – 31 | ||||
| December 2024 | |||||
| 36,000 | 26,000 | - | 62,000 | ||
| 1 July 2022 – 31 | |||||
| December 2023 | |||||
| 28,204 | 15,000 | 41,966 | 85,170 | ||
| G Murray (COO) | 1 January 2024 – 31 | ||||
| December 2024 | |||||
| 115,000 | 50,000 | - | 165,000 | ||
| 1 July 2022 – 31 | |||||
| December 2023 | |||||
| 90,830 | 30,000 | 76,903 | 197,733 |
| J Forrest (CFO) | |||||
| (until 30 September 2024) | |||||
| 1 January 2024 – 31 | |||||
| December 2024 | |||||
| 68,332 | - | - | 68,332 | ||
| 1 July 2022 – 31 | |||||
| December 2023 | |||||
| 97,083 | |||||
| 30,000 | 76,903 | ||||
| 203,986 | |||||
| A May (CCO) | 1 January 2024-31 | ||||
| December 2024 | |||||
| 25,000 | |||||
| 25,000 | |||||
| C Pitman | |||||
| (until 28 September 2022) | |||||
| 1 January 2024 – 31 | |||||
| December 2024 | |||||
| - | - | - | - | ||
| 1 July 2022 – 31 | |||||
| December | 2023 | ||||
| 5,409 | - | - | 5,409 | ||
| Total | 1 January 2024 – 31 | ||||
| December 2024 | |||||
| 550,443 | 188,000 | - | 738,443 | ||
| 1 July 2022 – 31 | |||||
| December 2023 | |||||
| 463,185 | 295,000 | 534,884 | 1,293,069 |
8 Share-based payments
Share option scheme
On 4 November 2022, the Company granted share options over 45,000,000 ordinary shares at an exercise price of 0.4p per share. The options may be
exercised at any time up to 4 November 2027. There are no performance conditions attached to these share options.
On 27 February 2023, the Company granted share options over 110,000,000 ordinary shares at an exercise price of 0.6p per share. The options may be
exercised at any time up to 27 February 2028. There was a vesting condition that the share price reach 2p. That vesting condition has been satisfied.
The fair value of the share options was determined using the Black Scholes Model in the case of the 4 November 2022 stock option grant and Monte Carlo
simulation in the case of the 27 February 2023 stock option grant. The Monte Carlo method was used for the second option because of the existence of a
vesting condition based on share price.
| Number of options | ||
| Weighted average exercise | ||
| price (pence per share) | ||
| Outstanding at 1 July 2022 | Nil | |
| Granted during the period | 155,000,000 | 0.54 |
| Exercised during the period | (10,000,000) | 0.40 |
| Cancelled during the period | (3,000,000) | 0.40 |
| Outstanding at 31 December 2023 and 1 January 2024 | ||
| 142,000,000 | ||
| 0.55 | ||
| Granted during the year | - | - |
| Exercised during the year | - | - |
| Outstanding at 31 December 2024 | 142,000,000 | 0.55 |
At the end of the period, 142,000,000 share options were exercisable (2023 – 142,000,000). The share options outstanding at the end of the year had a weighted
average remaining contractual life of 2 years.
The total charge for the period ended 31 December 2023 was £540,117. No share options were granted during the year and thus there was no share option
expense for the year ended 31 December 2024
The following assumptions were used in the prior year’s calculations:
| Valuation Technique | Black Scholes Model | Monte Carlo simulation |
| Exercise Price | .40p Option | .60p Option |
| Mid Market share price | .275p | .625p |
| Volatility(%) | 87.62 | 86.93 |
| Dividend yield (%) | 0 | 0 |
| Risk-free interest rate (%) | 3.40 | 3.69 |
| Expected life of options | 5 years | 5 years |
Warrants
On 14 July 2020, the Company issued 33,571,431 warrants to subscribe for new ordinary shares (on the basis of 1 new ordinary share for each warrant) at a
subscription price of 1.3p per ordinary share and exercisable at any time during the period of 2 years from 14 July 2020. These warrants expired unexercised
in July 2022.
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 of these warrants were exercised during the period
and the remaining 2,800,000 expired.
On 28 February 2023, the Company issued 149,250,000 warrants 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 and exercisable at any time up to 28 February 2025. 6,888,888 of these warrants were exercised during the
period.
| Number of warrants | Weighted average | |
| subscription price (pence per | ||
| share) | ||
| Outstanding at beginning of year | 145,161,112 | 1.18 |
| Lapsed during the period | - | - |
| Exercised during the period | (19,333,332) | 1.20 |
| Outstanding at end of period | 125,827,780 | 1.20 |
At the end of the year, 125,827,780 warrants were exercisable (2023 – 145,161,112). The warrants outstanding at the end of the year had a weighted average
remaining contractual life of 0.20 years.
9
Financial Risk Management
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk), credit risk and liquidity risk. The Group’s overall risk
management programme seeks to minimise potential adverse effects on the Group’s financial performance. Risk management is carried out by the Board.
The table below sets out the carrying value of all financial assets and liabilities and where applicable shows the valuation level used to determine the fair value
at the reporting date. The fair value of all financial assets and liabilities is not materially different to the book value. The financial assets held by the Group are
classified as Trade and other receivables and cash and cash equivalents. These assets are non-derivative financial assets with fixed or determinable
repayments which are not quoted on an active market. They are initially carried at fair value plus transaction costs attributable to their acquisition. Impairment
arises when there is objective evidence that the Group will not be able to collect the amount due under the receivable.
Impairment is reviewed at least annually in accordance with IFRS9 by comparing the carrying cost against the present value of future cash repayments. For
receivables which are reported as net, the provision will be reported separately in the Consolidated Statement of Financial Position The amount of the provision
will be provided as an administrative expense. In future accounting periods, the provision might be adjusted and the impact of any adjustment to the provision
would be included in Profit and Loss. If the receivable proves uncollectible the gross asset carrying value would be written off against the provision.
| Cash and receivables | 31 December 2024 | |
| (£) | ||
| 31 December 2023 | ||
| (£) | ||
| Cash and cash equivalent | ||
| 350,055 | ||
| 654,721 | ||
| Trade and other receivables | ||
| 3,316,941 | ||
| 612,029 | ||
| Trade and other liabilities | ||
| Trade and other payables | ||
| 267,031 | ||
| 673,490 |
Market risk
Interest Rate Risk
During the period and at 31 December 2024 the Group had no significant interest rate risk. The Group had no interest bearing liabilities nor debtors which were
being charged interest except for Upland Big Oil Ventures Sdn Bhd (UBO) which is charged 3.66% on advances owing to the Group. This rate was negotiated
between the parties and will be reviewed annually.
Foreign exchange risk
The Group is exposed to foreign exchange risk. The functional currency of the parent company is British pounds while the Malaysian Ringgit is the currency of
our Malaysian companies. In addition, the parent company funds the Malaysian companies with US Dollars.
The Group follows a non-speculative policy on exchange rates.
The exposure to these exchange rate risks is considered significant to the Group and the Directors are considering arrangements such as hedging that can be
implemented to mitigate this risk.
| The Group held cash balances as shown in the following table. | ||
| At 31 December 2024 | At 31 December 2023 | |
| British Pounds | 310,546 | 518,732 |
| Malaysian Ringgit | 220,057 | 798,244 |
| US Dollars | 359 | 1031 |
| During 2024 the following history for currency pairs shown was: | |||
| Average Rate | Highest | Lowest | |
| GBP: MYR | 5.83 | 6.03 | 5.51 |
| USD: MYR | 4.56 | 4.77 | 4.12 |
| GBP: USD | 1.28 | 1.34 | 1.25 |
In addition, the Group had an advance to its associate Upland Big Oil Sdn Bhd of £3,274,759 at 31 December 2024 (£579,899 -2023) reported in UBO accounts
as MYR 18,373,127 (3,388,620 -2023). The directors have concluded that while a foreign exchange risk exits, no impairment of this asset is necessary.
Note that an appreciation or depreciation of MYR would have the following impact on the Company’s Profit and Loss statement
| Balance of Advances 31 December 2024 | ||
| MYR18,373,127(1) | ||
| Gain (Loss) in P&L (3) | ||
| Impact of 1 % Change in MYR (2) | ||
| £32,748 | ||
| 10% Appreciation (Depreciation) of MYR | £147,367(£147,367) | |
| 20% Appreciation (Depreciation) of MYR | ||
| £ 294,734(£294,734) |
(1) In March 2025, the balance was reduced to MYR 8,373,127 with repayment of MYR 10,000,000
(2) Based on yearend rate GBP: MYR of 5.61039
(3) Our 45% share
Foreign exchange risks
The group operates internationally and is exposed to foreign exchange risk arising from various currency transactions, primarily with respect to the Malaysian
Ringgit. Although, the Group endeavours to reduce its exposure to foreign currencies by minimising the amount of funds held overseas, holding cash balances
in the currency of the intended expenditure and recognising the profits and losses resulting from currency fluctuations as and when they arise, there remains a
risk that adverse currency movements may have a negative impact on the financial position and performance of the Company.
Credit and debtor risk
Credit risk arises from cash and cash equivalents.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk. The Group will only keep its holdings of cash
and cash equivalents with institutions which have a minimum credit rating of ‘A’. The Group is not subject to any externally imposed capital requirements.
In addition, the Group had an advance to its associate Upland Big Oil Sdn Bhd of £3,274,759 at 31 December 2024 reported in UBO accounts as MYR
18,373,127. The directors have concluded that while a foreign exchange risk exists, no impairment of this asset is necessary. This is discussed on Page 8 of
the Directors’ Report.
| On | ||||
| Demand | ||||
| 0-90 | ||||
| Days | ||||
| 3-12 | ||||
| Months | ||||
| More than | ||||
| 12 months | ||||
| £ | £ | £ | £ | |
| Trade and other receivables | - | 42,182 | - | 3,274,759 |
| Total | - | 42,182 | - | 3,274,759 |
Liquidity risk
Whilst the Group has sufficient working capital for at least 12 months from the date of this report, its business can involve potential significant capital expenditure.
The Group may require additional funding to meet all of its future discretionary work programs in the long term, however, there is no guarantee that such
additional funding will be available on acceptable terms at the relevant time.
Management has demonstrated and continues to demonstrate an ability to raise funds. Through timely and regular cash flow projections pro – active action is
capable of being taken to prevent cash deficits. Such actions may include debt-financing and equity fund raises.
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, in order to provide returns for shareholders
and benefits for other stakeholders, and to maintain an optimal capital structure.
The Company monitors capital on the basis of the equity held by the Company, which at 31 December 2024 was £3,731,470 (2023 – £663,125).
Trade and other payables
| 31 December 2024 | Total | |||
| £ | ||||
| On Demand | ||||
| £ | ||||
| Within 3 months | ||||
| £ | ||||
| 3 – 12 months | ||||
| £ | ||||
| Trade Payables | 123,293 | - | 123,293 | - |
| Other Payables | 54,894 | - | 54,894 | - |
| Accrued Expenses | 88,844 | - | 88,844 | - |
| Total | 267,031 | - | 267,031 | - |
| 31 December 2023 | Total | |||
| £ | ||||
| On Demand | ||||
| £ | ||||
| Within 3 months | ||||
| £ | ||||
| 3 – 12 months | ||||
| £ | ||||
| Trade Payables | 111,905 | - | 111,905 | - |
| Other payables | ||||
| Deferred income. | ||||
| 194,278 | ||||
| - | 194,278 | |||
| - | ||||
| 20,000 | ||||
| 20,000 | ||||
| Accrued Expenses | 347,307 | 10 | 347,297 | = |
| Total | 673,490 | 10 | 673,480 | - |
10 Intangible assets
Exploration and evaluation (E&E) costs
Exploration and evaluation costs of £17,808 (2023 - £25,743) associated with the P2478 Inner Moray Firth Licence incurred in the year have been charged
directly to profit and loss. P2478 was relinquished by the partners in 2024.
Costs incurred prior to obtaining legal rights to explore are expensed to the income statement. This applied to the cost of exploration and evaluation expenditure
incurred by Upland Big Oil Sdn Bhd on the Joint Technical Study during the period ended 31 December 2023. Upon receipt of a license in Sarawak the Group,
in accordance with IFRS 6, would commence to capitalise exploration and evaluation expenditures as incurred. During the current year the Company incurred
costs of £140,344 in respect of costs to ensure availability of a drill rig.
11
Tangible fixed assets
Group
| Computer and office equipment | Total | |
| Cost | £ | £ |
| At 31 December 2023 | 4,114 | 4,114 |
| Additions 2024 | 0 | 0 |
| Foreign exchange | 143 | 143 |
| Balance at 31 December 2024 | 4,257 | 4,257 |
| Depreciation | ||
| At 01 January 2024 | 681 | 681 |
| Charge for the financial year | 709 | 709 |
| Balance at 31 December 2024 | 1,390 | 1,390 |
| Net book value | ||
| At 31 December 2023 | 3,433 | 3,433 |
| At 31 December 2024 | 2,867 | 2,867 |
These assets are located in the office of Upland Resources (Sarawk) Sdn Bhd.
12 Investments
| Details of undertakings | |||
| Undertaking | |||
| Holding | |||
| Proportion of voting | |||
| rights and shares held | |||
| Principal activity | |||
| Subsidiaries | |||
| Upland Resources (UK Onshore) | |||
| Limited* | |||
| Ordinary | |||
| 100% | |||
| Petroleum exploration and development | |||
| Upland (S Tunisia) Limited* | |||
| Ordinary | |||
| 100% | |||
| Wound up during the year | |||
| Upland (Ksar Hadada) Limited | |||
| Ordinary | |||
| 100% | |||
| Wound up during the year | |||
| Upland Resources (Sarawak) Sdn Bhd | |||
| Ordinary | |||
| 100% | |||
| Petroleum exploration and development |
All the above undertakings are incorporated in the UK, other than Upland Resources (Sarawak) Sdn Bhd which is incorporated in Malaysia. Its registered
office is 2
nd
Floor, 10A, Lorang 4, Nanas Road, 93400 Kuching, Sarawak.
• Upland Resources (UK) Onshore Limited will be dissolved in 2025
Associate
Upland Big Oil Sdn Bhd
Ordinary
45%
Petroleum exploration and
development
Upland Big Oil Sdn Bhd is located at BT 234, 1
ST
Floor, Tower B2, Icom Square, Jalan Pending, 93450 Kuching, Sarawak. During the year ended 31
December 2024, the Group acquired a 45% interest in UBO from Big Oil Ventures Sdn Bhd The strategic importance of UBO to the Group is highlighted in
the Strategic Report. The interest in UBO is accounted for by the equity-accounting method.
Investment in associate – Upland Big Oil Sdn Bhd (UBO)
The UBO interest was acquired from Big Oil Ventures Sdn Bhd (BOV) at a cost of £423,597 (US$ 550,000) in two stages 20% in September 2022 and a
further 25% effective 21 February 2023 to bring the total ownership holding to 45%. The cost of the initial 20% was the par value of the shares Malaysian
Ringgit 200 (£30), while the cost of the next 25% was £423,567. The cost of the acquisition was satisfied by the issue of shares in Upland Resources Limited
of £210,931 and in cash payments, of which £184,854 was outstanding at 31 December 2023. As noted in Note 15, £45,000 remains outstanding.
During the year ended 31 December 2024 the Group subscribed for further shares in UBO prorata with its partner BOV at a cost of £441,146 (Malaysian
Ringgit 2,474,559) to maintain its 45% interest.
At 31 December 2024, Advances to UBO were £3,274,765 (2023 - £579,899) (Note 13) Advances to UBO accrue interest at a rate of 3.66%, are
unsecured with no fixed term for repayment. At 31 December 2024 UBO had cash of £ 2,787,131. Further discussion of credit risk is contained in Note 9
and the Director’s Report.
| Balance 1 July 2022 | |
| - | |
| 45% Acquisition cost | 423,597 |
| Share of loss during period | |
| (357,165) | |
| Balance 31 December 2023 | |
| 66,432 | |
| Balance 1 January 2024 | |
| 66,432 | |
| Subscription for shares | |
| 441,146 | |
| Share of loss during the year | |
| (178,940) | |
| Balance 31 December 2024 | |
| 328,638 |
Summarised statement of financial position of the associate as at 31 December is as follows:
| 2024 (£) | ||
| 2023 (£) | ||
| Cash | ||
| Other current assets | ||
| Non-current assets | ||
| Current liabilities | ||
| Net assets (liabilities) | ||
| Share of Net assets (liabilities) | ||
| Loss-wholly from | ||
| continuing operations | ||
| Total | ||
| Comprehensive loss | ||
| 2,787,131 | ||
| 12,287 | ||
| 31,400 | ||
| 3,319,636 | ||
| (488,818) | ||
| (219,968) | ||
| 397,644 | ||
| 397,644 | ||
| - | ||
| 107,740 | ||
| 14,389 | ||
| 1,150,749 | ||
| (1,028,620) | ||
| (462,879) | ||
| 1,028,791 | ||
| 1,028,791 |
13 Debtors
| 31 December 2024 | ||
| £ | ||
| 31 December 2023 | ||
| £ | ||
| Other debtors | 356 | 130 |
| Prepayments | ||
| 41,826 | 32,000 | |
| Total current trade and other debtors | ||
| 42,182 | 32,130 |
| 31 December 2024 | ||
| £ | ||
| 31 December 2023 | ||
| £ | ||
| Amounts owed by related parties | ||
| 3,274,759 | 579,899 | |
| Total non-current trade and other debtors | ||
| 3,274,759 | 579,899 |
The Debtor in the amount of £3,274,765 is our 45%-owned affiliate Upland Big Oil Sdn Bhd (UBO). Advances to UBO accrue interest at a rate of 3.66% and
are unsecured with no fixed term for repayment. At 31 December 2024 UBO had cash of £ 2,787,131. As disclosed in Note 20, in 2025 UBO reduced its liability
to approximately £ 1,494,000 with a payment of £ 1,780,000. The directors have concluded that no impairment of this asset is necessary. This is discussed
further on Page 8 of the Directors’ Report.
14
Cash and cash equivalents
| 31 December 2024 | ||
| £ | ||
| 31 December 2023 | ||
| £ | ||
| Cash at bank | 350,055 | 654,721 |
15
Creditors
Due within one
y
ea
r
| 31 December 2024 | ||
| £ | ||
| 31 December 2023 | ||
| £ | ||
| Trade payables | 123,293 | 111,905 |
| Other tax and social security | 4,342 | 5,983 |
| Other payables | 50,552 | 188,295 |
| Accrued expenses | ||
| 88,844 | 347,307 | |
| Proceeds received for warrants to be issued | ||
| - | 20,000 | |
| 267,031 | 673,490 |
Included in accrued expenses are bonuses payable to directors and officers of NIL (2023 - £255,000. Trade payables are primarily payables of Upland
Resources Limited incurred in the ordinary course of business while other payables include £45,030 payable at 31 December 2024 (2023 - £184,854) relating
to the acquisition of the Group’s UBO interest.
16 Financial instruments
The Group’s accounting classification of its financial assets and liabilities is as follows:
| 31 December 2024 | 31 December 2023 | |
| £ | £ | |
| Financial assets | ||
| Trade and other receivables | 3,316,941 | 647,609 |
| Cash and cash equivalents | 350,055 | 654,721 |
| Financial liabilities | ||
| Financial liabilities measured at amortised cost | ||
| Trade and other payables | 267,031 | 673,490 |
The Company has one class of ordinary shares which carry no rights to fixed income. Each ordinary share confers upon the holder: the right to one vote at a
meeting of the members of the Company or on any resolution of the members; the right to an equal share in any dividend paid by the Company; and the right
to an equal share in the distribution of the surplus assets of the Company on its liquidation.
17 Allotted and called up (Note 1)
| 31 December 2024 | ||
| £ | ||
| 31 December 2023 | ||
| £ | ||
| Stated capital on | ||
| Issued 1,369,805,271 (2023 – 1,194,597,737) shares of no par value | ||
| 15,453,821 | ||
| 10,976,259 |
Stated Capital
18 Related party transactions
Key management personnel
The aggregate of fees and bonuses paid to key management personnel, or their connected companies, during the year ended 31 December 2024 was £738,443
(the 18 month period ended 31 December 2023 was £758,185 (Note 7)
Share-based payments made to key management personnel in the reported period amounted to £ Nil (2023 - £534,884) (Note 7)
At the balance sheet date, £ Nil (2023 - £284,364) was outstanding payable to key management personnel, or their connected companies, and included in
creditors.
Other related parties
The Group loaned its associate Upland Big Oil Sdn Bhd (UBO) £2,694,860 in the reporting period (2023 - £579,899). At the balance sheet date, £3,274,759
was payable by UBO and included in non-current debtors. Advances to UBO earn interest at a rate of 3.66% per annum and are unsecured with no fixed term
for repayment. At 31 December 2024 UBO had cash of £ 2,787,131 and subsequent to year end repaid the Group approximately 54% of its loan balance with
a payment of £ 1,780,000.
The Directors believe there to be no ultimate controlling party.
| 31 December | ||
| 2024 | ||
| 31 December | ||
| 2023 | ||
| Number of shares in issue at start of period/year | 1,194,597,737 | |
| 686,768,853 | ||
| Number of shares issued in period/year | 175,207,534 | |
| 507,828,884 | ||
| Number of shares in issue at end of period/year | 1,369,805,271 | |
| 1,194,597,737 |
19 Ultimate controlling party
Since 31 December 2024,
(i) 51,152,777 shares have been issued on the exercise of 1.20 warrants for gross proceeds of £ 613,833 and
(ii)
UBO repaid to the Group 10,000,000 Malaysian Ringgit, approximately £ 1,780,000.
20 Events after the reporting date