Aradel Holdings PlcNSENG: ARADEL

Press release on q4 unaudited account

· Issued by Aradel Holdings Plc
PRESS RELEASE Regulated Information Lagos, Nigeria: 3 February 2026 Aradel Holdings Plc reports strong Full Year Unaudited 2025 results with 55% Profit after Tax growth, underpinned by disciplined M&A execution and longterm value creation.

Aradel Holdings Plc ("Aradel" or "Aradel Holdings" or the "Company" or the "Group"), Nigeria's leading integrated energy company announces its unaudited results for the year ended 31 December 2025.

Summary of Performance

31 December

2025

31 December

2024

%

Change

N'billion

N'billion

Revenue

697.3

581.2

20%

Gross Profit

280.0

356.5

(21%)

EBITDA

388.2

372.0

4%

Operating Profit

272.0

291.4

(7%)

Profit before tax

463.7

316.8

46%

Profit after tax

401.2

259.1

55%

Volumes lifted (mmbbls)1

4.1

3.1

35%

Volume of gas sold (Bcf)1

18.5

11.4

62%

Volume of refined products sold (mltrs) 1

302.9

240.5

26%

Average realized oil price ($/bbl)

70.3

82.3

(15%)

Average realized gas price ($/mscf)

1.5

1.7

(8%)

Average realized prices for refined products ($/bbl)

75.5

83.8

(10%)

The Group delivered continued revenue and profitability growth, reflecting sustained momentum across all business segments. Most importantly, the significant growth in profitability underscores the benefits of its value-accretive diversification strategy, with share of profit from associates increasing by 523% to ₦197.0 billion (FY 2024: ₦31.6 billion). The full impact of the ND Western acquisition, completed on 31 December 2025, will be reflected in subsequent reporting periods.

Operating profit declined during the period, primarily due to exceptional, non-recurring items, including crude oil overlifts resulting in ₦34.7 billion stock adjustment expenses, a one-off ₦25.5 billion provision for price-based royalties pending resolution of computation mechanism, and higher staff costs arising from Long-Term Incentive Plan (LTIP) payments.

‌1 Crude Oil and Gas production and volumes from Aradel's directly operated businesses.

Mr. Adegbite Falade, Chief Executive Officer, said:

"Aradel delivered a strong and resilient performance in 2025, reflecting the quality of our asset base, disciplined execution, and the inherent resilience of our diversified energy portfolio. Despite operating in a dynamic environment, we achieved meaningful growth across our upstream, gas, and refining businesses.

During the year, we advanced our acquisition-led growth strategy with the completion of two landmark transactions: the acquisition of a 33.3% effective equity interest (comprising 12.5% directly by Aradel Energy; and 20.8% indirectly through ND Western Limited) in Renaissance Africa Energy Company Limited, operator of the Renaissance Joint Venture (formerly known as the SPDC Joint Venture), and the purchase of an additional 40% equity interest in ND Western Limited.

The acquisition of the additional interest in ND Western Limited represents a significant milestone for the Group. It is fully aligned with Aradel's long-term strategy of disciplined portfolio consolidation, asset base expansion, and sustainable value creation, and it further strengthens our strategic position within Nigeria's upstream oil and gas sector. The completion of the NDW transaction increases Aradel's effective interest in ND Western Limited to 81.67% and the Renaissance Africa Energy Company Limited to 53.33%.

Looking ahead, our focus in 2025 is on consolidating our expanded portfolio to enhance operational scale, improve efficiency across our assets, increase production and further diversify our revenue base in support of long-term shareholder value."

Strategic Updates
  • On 13 March 2025, the Renaissance consortium2 completed the acquisition of 100% SPDC Limited. Aradel's effective share was 33.3% at completion. Transaction press release can be found here.

  • On 31 December 2025, we completed the acquisition of additional 40% equity interest in ND Western Limited (the Transaction"). The Transaction resulted in a material increase in Aradel's aggregate shareholding in ND Western from 41.67% to 81.67%, and its ownership of Renaissance Africa Energy Company Limited from 33.3% to 53.3%. The transaction fact sheet can be found here.

    Operational Review Crude Oil Business

    Total crude oil and condensate production marginally increased by 3% to 5.16 mmbbls in Full Year Unaudited ("FYUA") 2025 compared to 5.06 mmbbls for the period ending 31 December 2024.

    Crude oil production averaged 14,142bbls/day3, up 3% from 13,751bbls/day in FY 2024, driven by improved well optimization, enhanced efficiency, and operational excellence.

    Gas Business

    Aradel recorded gas production volumes of 18.76 Bcf in FYUA 2025, a 59% increase compared to 11.81Bcf in FY 2024. Average daily gas production rose 59% to 51.4mmscf/day4 (FY 2024: 32.4mmmscf) supported by new gas wells and enhanced recovery.

    ‌2 Consortium members comprise Aradel Holdings Plc, ND Western Limited, First Exploration and Petroleum Development Company Limited and the Waltersmith Group,

    ‌3 Aradel's direct crude oil production (excludes Aradel's effective interests in ND Western - 1,245bbls/day and Renaissance - 43,114bbls/day)

    ‌4 Aradel's direct gas production (excludes Aradel's effective interests in ND Western - 45.1mmscf/day and Renaissance - 313.0mmscf/day)

    The Company achieved its highest-ever gas production rate of approximately 83.8 mmscf/d, attributable to the gas revamp and expansion project, underscoring Aradel's growing role in Nigeria's domestic gas supply and energy transition agenda.

    Refinery Business

    Refined product volumes increased by 18% to 313.4 million litres in FYUA 2025, up from 264.9 million litres in FY 2024 reflecting improved refinery uptime and expanded capacity. Capacity utilization improved to 49% in FY 2025 from 40% in FY 2024, underscoring further upside potential as well as additional opportunities that exist to further optimize the refinery business.

    Health Safety, and Environment (HSE)

    Safety remains a core priority for Aradel. The Company achieved 10.2 million manhours without a Lost Time Injury (LTI) across all operated assets during the period - a testament to its robust safety culture and the commitment of its workforce.

    Financial Review Revenue

    Aradel Holdings delivered strong top-line growth, with total revenue rising by 20% year-on-year to ₦697.3 billion (FY 2024: ₦581.2 billion), driven by sustained momentum across all business segments.

    Revenue from crude oil exports grew by 18% to ₦440.1 billion (FY 2024: ₦373.7 billion), supported by higher production volumes and reliable evacuation through both the TNP and ACE system. Crude sales rose to 4.1mmbbls (FY 2024: 3.1mmbbls), accounting for 63% of the total revenue despite decline in realised crude oil prices.

    Refined products revenues increased by 18% to ₦210.8 billion (FY 2024: ₦179.3 billion) representing 30% of total revenue, driven by a 26% rise in sales volume to 302.9 mmltrs (FY 2024: 240.5 mmltrs). The growth demonstrates the Company's expanding downstream footprint and strong market penetration.

    Gas revenues increased by 65% to ₦46.4 billion (FY 2024: ₦28.2 billion), representing 7% of total revenue, driven by higher production volumes despite a decline in realised gas prices to $1.52/mscf compared to

    $1.66/mscf in FY 2024.

    Operating Profit

    The key cost drivers impacting our FYUA 2025 performance were:

  • Stock Adjustment: The Company recorded crude oil overlifts of 534 kbbls, resulting in stock adjustment expenses of ₦34.7 billion, compared with a credit of ₦26.7 billion in FY 2024. The impact is expected to reverse by Q1 2026.

  • Royalty provision: A one-off provision of ₦25.5 billion for price-based royalties was recognised, pending the resolution of computation mechanism.

  • Long-Term Incentive Plan (LTIP): Staff costs increased by 85%, rising from ₦51.1 billion to ₦94.8 billion, largely driven by LTIP payments (₦48.5 billion). The LTIP relates to a cash-settled share-based payment plan with a three-year vesting period (2024-2026), with the final payment expected in 2026.

    Other cost drivers included crude oil handling charges, depreciation and amortisation, operations and maintenance, as well as royalties and other statutory expenses, which collectively increased to ₦417.3

    billion (FY 2024: ₦224.6 billion). This reflects higher operating activity and statutory obligations aligned with increased production levels.

    • Operating and maintenance expenses grew by 73% to ₦42.3 billion (FY 2024: ₦24.4 billion), driven mainly by higher field costs at the Omerelu field, host community development provisions under the Petroleum Industry Act (PIA), and well maintenance activities to support operational efficiency.

    • Depreciation increased by 44% to ₦112.6 billion (FY 2024: ₦78.2 billion), reflecting higher hydrocarbon production and the addition of the newly capitalised Well 16 at the Ogbele field.

As a result, gross profit declined by 21% to ₦280.0 billion (FY 2024: ₦356.5 billion), with gross margin moderating to 40%, compared with 61% in the prior year.

Other income for FY 2025 amounted to ₦219.1 billion (FY 2024: loss of ₦9.0 billion), primarily reflecting the gain on bargain purchase following the acquisition of an additional 40% equity interest in ND Western Limited.

Consequently, operating profit stood at ₦272.0 billion, representing a 7% decline from ₦291.4 billion in the prior year, largely due to higher operating costs and lower realised crude oil prices during the period.

Net financing costs

Net finance costs dropped to (₦5.3 billion) (FY 2024 (₦6.2 billion)) following additional borrowings to finance the Shell Petroleum Development Company of Nigeria (SPDC) acquisition and other business operations, while finance income grew 16% to ₦18.6 billion, reflecting stronger returns from interest-bearing cash investments.

Share of profit of associates

Share of profits from associates rose sharply by 523% to ₦197.0 billion (FY 2024: ₦31.6 billion), reflecting enhanced contributions from ND Western Limited and Renaissance Africa Energy Company. Renaissance (12.5% equity interest) contributed 30% (₦58.4 billion), while ND Western (41.67% direct interest and an additional 20.8% through RAEC) accounted for the remaining 70% (₦138.5 billion).

Profit/(Loss) for the year

Aradel reported profit before tax of ₦463.7 billion up 46% from ₦316.8 billion in FY 2024. Profit after tax for the period was ₦401.2 billion, a 55% increase from ₦259.1 billion in FY 2024, driven by improved tax efficiency, and higher earnings contribution. Income tax expense for the period is estimated at ₦62.5 billion (Cash Tax ₦74.3 billion and Deferred tax credit ₦11.8 billion), relative to FY 2024 tax expense of ₦57.7 billion.

Balance Sheet and Liquidity Management Total Assets

Total assets grew 495% year-to-date to ₦10.4 trillion (FY 2024: ₦1.7 trillion), primarily attributable to the Company's consolidation of ND Western and Renaissance following the acquisition of control in both entities.

Cash Flow from Operating Activities

Operating cashflow stood at ₦209.7 billion (FY 2024: ₦311.9 billion), a decline of 33% due to settlement of income tax liabilities for 2024 Full Year assessment amounting to ₦46.7 billion as well as outstanding receivables for crude oil & gas sales and other proceeds worth ₦108.9 billion (to be received in Q1 2026).

Cash flow from Investing Activities

Net cash flow used in investing activities was ₦605.9 billion, up 370.6% (FY 2024: ₦128.7 billion). This increase is mainly driven by expanded CAPEX and strategic investments - additions to PPE, cash-financed investment in Renaissance amounting to ₦20.9 billion in FY 2025, investment in ND Western of ₦430.6 billion and investment of ₦34.1 billion in Chappal Energies.

Cash Flows from Financing Activities

Net cash flows used in financing activities declined by 293.1% to ₦219.7 billion (FY 2024: (₦113.8 billion)). The movement was primarily driven by additional borrowings of ₦503.8 billion, dividend payment and repayments of borrowings and interests.

Responsibility for publication

This announcement has been authorized for publication on behalf of Board of Aradel Holdings by Adegbola Adesina, Chief Financial Officer, Aradel Holdings Plc

Signed

Adegbola Adesina



Chief Financial Officer UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2025

In thousands of naira

31-Dec-2025

31-Dec-2024

Revenue

697,301,248

581,151,376

Cost of Sales

(417,276,930)

(224,632,552)

Gross Profit

280,024,318

356,518,824

Dividend income

Other Income

277,629

144,965

Impairment loss

219,053,643

(9,016,847)

General and administrative expenses

(135,293,461)

(13,221)

Operating Profit

(92,030,968)

(56,230,731)

Finance Income

18,589,487

15,958,982

Finance Costs

(23,868,433)

(22,206,795)

Net Finance cost

(5,278,946)

(6,247,813)

Share of profit of an associate

196,962,059

31,617,315

Profit before taxation

463,714,274

316,772,492

Tax expense

(62,493,721)

(57,700,045)

Profit after taxation

401,220,553

259,072,447

Profit attributable to:

Equity holders of the parent

397,933,670

257,871,046

Non-controlling interest

3,286,883

1,201,401

401,220,553

259,072,447

Other comprehensive income:

Other comprehensive income item that may be reclassified to profit or loss in subsequent years (net of tax):

Foreign currency translation difference

(53,085,599)

314,942,894

Share of other comprehensive income of associate accounted for using the equity method

(39,422,488)

192,112,764

Other comprehensive income item that will not be reclassified to profit or loss in subsequent years (net of tax):

Net gain on equity instruments at fair value through other comprehensive income

5,663,613

5,244,638

Other comprehensive income for the year, net of tax

(86,844,474)

512,300,296

Total comprehensive income for the year

314,376,079

771,372,743

Total comprehensive income attributable to:

Equity holders of the parent

312,205,670

768,241,533

Non-controlling interest

2,170,409

3,131,210

Basic earnings per share

₦91.59

₦59.35

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

In thousands of naira

31-Dec-2025

31-Dec-2024

Non-current assets

Property, plant, and equipment

5,012,663,250

676,637,344

Intangible assets

845,392

1,251,000

Deferred tax assets

1,004,499,011

-

Financial assets

60,150,552

43,288,424

Investment in associate

-

489,968,207

Other receivables

169,365,400

-

RoU Assets

35,882,500

-

Total non-current assets

6,283,406,105

1,211,144,975

Current assets

Inventories

74,549,482

46,902,252

Trade and other receivables

2,566,913,485

68,753,253

Security deposit

3,825,075

-

Prepayments

1,795,560

332,982

Financial assets

1,466,877

496,045

Cash and Bank

1,474,282,748

411,801,252

Restricted cash

12,033,555

10,404,864

Total current assets

4,134,866,782

538,690,648

Total assets

10,418,272,887

1,749,835,623

Equities and Liabilities

Shareholders' equity

Share capital

2,172,422

2,172,422

Share premium

22,819,670

22,819,670

Translation reserve

863,094,550

967,474,872

Fair value reserve of financial assets at FVOCI

13,437,038

7,773,425

Retained earnings

654,109,002

395,210,352

Non-controlling interest

1,922,531,244

8,659,222

Total shareholders' equity

3,478,163,926

1,404,109,963

Non-current liabilities

Borrowings

1,788,574,695

40,945,047

Pensions & similar obligations

31,576,600

-

Deferred tax liabilities

-

53,351,684

Environmental & legal provisions

61,717,900

-

Decommissioning liabilities

1,463,723,246

36,940,108

Total Non-Current liabilities

3,345,592,441

131,236,839

Current liabilities

Trade and other payables

2,888,261,367

120,852,179

Contract liabilities

869,792

2,780,114

Taxation

468,034,106

35,402,305

Lease liability

21,529,500

-

Borrowings

215,821,755

55,454,223

Total Current liabilities

3,594,516,520

214,488,821

Total liabilities

6,940,108,961

345,725,660

Total equity & liabilities

10,418,272,887

1,749,835,623

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2025

In thousands of naira

31-Dec-2025

31-Dec-2024

Profit before taxation

463,714,274

316,772,492

Adjustments:

Interest expense

23,868,433

22,206,795

Interest income

(18,589,487)

(15,958,982)

Dividend received

(277,629)

(144,965)

Exchange (gain)/loss

(972,078)

(9,350,159)

Share of profit from associate

(196,962,059)

(31,617,315)

Gain on bargain purchase

(201,036,989)

-

Loss on Financial Asset at FV through PorL

8,690,211

5,053,017

Hedge cost written off

(4,070,228)

(2,379,673)

Depreciation of property, plant, and equipment

115,628,500

79,634,399

Amortisation of intangible assets

567,374

1,002,829

Impairment loss

135,293,461

13,221

Provision no longer required

(13,240,515)

(45,296,575)

Gain on disposal of property, plant, and equipment

(45,581)

-

Bad debt written off

315,892

3,421,599

Stock adjustment

34,748,075

(26,708,739)

Operating cash flows before movement in working capital

347,631,654

296,647,944

Movement in working capital:

Increase in trade and other receivables

(42,013,644)

(18,664,996)

Increase in prepayments

(1,016,844)

(250,376)

Increase in inventory

(3,546,594)

(4,220,269)

Increase in restricted cash

(1,628,691)

1,205,362

(Decrease)/ Increase in trade, share-based payments, and other payables

(41,157,062)

63,335,677

(Decrease)/Increase in contract liabilities

(1,910,075)

1,008,192

Cash generated by operating activities

256,358,744

339,061,534

Tax paid

(46,688,753)

(27,176,699)

Net cash flows from operating activities

209,669,991

311,884,835

Investing activities

Interest received

15,981,592

15,911,387

Dividend received

17,624,151

4,140,133

Purchase of property, plant, and equipment

(145,993,567)

(136,547,874)

Purchase of intangible assets

(227,227)

(222,621)

Proceeds from disposal of assets

45,581

-

Purchase of financial assets

(46,326,166)

(12,030,597)

Proceeds from liquidation of financial asset

4,495,167

-

Investment in Renaissance

(20,860,125)

-

Investment in ND Western

(430,590,000)

-

Net cash used in investing activities

(605,850,594)

(128,749,572)

Financing activities

Dividend paid

(139,035,020)

(71,689,932)

Dividend paid to NCI holders

(1,847,524)

(217,429)

Interest paid

(26,628,139)

(9,444,797)

Repayment of borrowing

(116,575,481)

(32,439,025)

Additional borrowings

503,790,300

-

Net cash flows used in financing activities

219,704,136

(113,791,183)

(Decrease)/Increase in cash and cash equivalents

(176,476,467)

69,344,080

Cash and cash equivalents - Beginning of year

411,801,252

183,008,535

Exchange rate effects on cash and cash equivalents

(15,312,962)

159,448,637

Acquired from business combination

1,254,270,925

-

Cash and cash equivalents - End of year

1,474,282,748

411,801,252

UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2025 (US DOLLARS)

In thousands of dollars

31-Dec-2025

31-Dec-2024

Revenue

459,628

392,754

Cost of sales

(275,050)

(151,806)

Gross profit

184,578

240,948

Dividend income

183

98

Other income

144,517

(6,092)

Impairment loss

(89,179)

(9)

General and administrative expenses

(60,658)

(37,999)

Operating profit

179,441

196,946

Finance income

12,254

10,786

Finance costs

(15,733)

(15,009)

Net Finance cost

(3,479)

(4,223)

Share of profit of an associate

129,828

21,368

Profit before taxation

305,790

214,091

Tax expense

(41,192)

(38,994)

Profit after taxation

264,598

175,097

Profit attributable to:

Equity holders of the parent

262,432

174,285

Non-controlling interest

2,166

812

264,598

175,097

Other comprehensive income:

Other comprehensive income item that will not be reclassified to profit or loss in subsequent years (net of tax):

Net gain on equity instruments at fair value through other comprehensive income

3,484

3,465

Other comprehensive income for the year, net of tax

3,484

3,465

Total comprehensive income for the year

268,082

178,562

Total comprehensive income attributable to:

Equity holders of the parent

265,916

177,750

Non-controlling interest

2,166

812

Basic earnings per share

$0.060

$0.040

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025 (US DOLLARS)

In thousands of dollars

31-Dec-2025

31-Dec-2024

Non-current assets

Property, plant, and equipment

3,492,415

440,715

Intangible assets

589

815

Deferred tax assets

699,853

-

Financial assets

41,908

28,196

Investment in associate

-

319,131

Other receivables

118,000

-

RoU Assets

25,000

-

Total non-current assets

4,377,765

788,857

Current assets

Inventories

51,940

30,547

Trade and other receivables

1,788,416

44,780

Security deposit

2,665

-

Prepayments

1,251

218

Financial assets

1,022

323

Cash and Bank

1,027,160

268,217

Restricted cash

8,384

6,777

Total current assets

2,880,838

350,862

Total assets

7,258,603

1,139,719

Equities and Liabilities

Shareholders' equity

Share capital

19,316

19,316

Share premium

78,955

78,955

Fair value reserve of financial assets at FVOCI

9,490

6,006

Retained earnings

976,077

803,446

Non-controlling interest

1,339,463

6,258

Total shareholders' equity

2,423,301

913,981

Non-current liabilities

Borrowings

1,246,133

27,237

Pensions & similar obligations

22,000

-

Deferred tax liabilities

-

34,749

Environmental & legal provisions

43,000

-

Decommissioning liabilities

1,019,803

24,060

Total Non-Current liabilities

2,330,936

86,046

Current liabilities

Trade and other payables

2,012,305

78,703

Contract liabilities

606

1,811

Taxation

326,088

23,059

Lease liability

15,000

-

Borrowings

150,367

36,119

Total Current liabilities

2,504,366

139,692

Total liabilities

4,835,302

225,738

Total equity & liabilities

7,258,603

1,139,719

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2025 (US DOLLARS)

In thousands of dollars

31-Dec-2025

31-Dec-2024

Profit before taxation

305,790

214,091

Adjustments:

Interest expense

15,733

15,009

Interest income

(12,254)

(10,786)

Dividend received

(183)

(98)

Exchange (gain)/loss

(641)

(6,320)

Share of profit from associate

(129,828)

(21,368)

Gain on bargain purchase

(132,514)

-

Loss on Financial Asset at FV through PorL

5,728

3,415

Hedge Cost Written off

(2,683)

(1,608)

Depreciation of property, plant, and equipment

76,217

53,818

Amortisation of intangible assets

374

678

Gain on disposal of equipment

(30)

-

Impairment loss

89,179

9

Provision no longer required

(8,728)

(30,612)

Bad debt written off

208

2,312

Stock adjustment

22,904

(18,055)

Operating cash flows before movement in working capital

229,272

200,485

Movement in working capital:

(Increase)/Decrease in trade and other receivables

(32,413)

12,410

Increase in prepayments

(723)

(126)

(Increase)/Decrease in inventories

(3,297)

5,267

(Increase)/Decrease in restricted cash

(1,607)

6,132

(Decrease)/Increase in trade and other payables

(24,271)

16,055

Decrease in contract liabilities

(1,205)

(159)

Cash generated by operating activities

165,756

240,064

Tax paid

(30,775)

(17,701)

Net cash flows from operating activities

134,981

222,363

Investing activities

Interest received

10,535

10,755

Dividend received

11,617

2,798

Purchase of property, plant, and equipment

(96,232)

(87,360)

Purchase of intangible assets

(148)

(145)

Proceeds from disposal of equipment

30

-

Purchase of financial assets

(30,536)

(7,836)

Proceeds from liquidation of financial asset

2,963

-

Investment in Renaissance

(13,750)

-

Investment in ND Western

(300,000)

-

Net cash used in investing activities

(415,521)

(81,788)

Financing activities

Dividend paid to holders of the parent

(89,801)

(47,410)

Dividend paid to NCI holders

(1,199)

(135)

Interest paid

(17,552)

(6,383)

Repayment of borrowing

(76,841)

(21,923)

Additional borrowings

351,000

-

Net cash flows used in financing activities

165,607

(75,851)

(Decrease)/Increase in cash and cash equivalents

(114,933)

64,724

Cash and cash equivalents - Beginning of year

268,217

203,493

Acquired from business combination

873,876

-

Cash and cash equivalents - End of year

1,027,160

268,217

Notes to the Editors

Post the acquisition of additional 40% ND Western shares, the identifiable assets acquired and liabilities assumed have been recognised on a provisional basis, pending completion of independent valuations. The Company expects to finalize the valuation to determine the final values within the measurement period, which will not exceed 12 months from the acquisition date as permitted by IFRS 3.

Based on these estimates, the acquisition resulted in a provisional bargain purchase gain of 201bn($133m), reflecting the difference between the consideration paid and the fair value of net identifiable assets. Any adjustments arising from the completion of valuation work will be applied retrospectively and may affect the amount of the gain recognized.

Due to the completion date of 31 December 2025, it was deemed immaterial to consolidate the income statement. However, the statement of financial position has been consolidated resulting in the elimination of the investment in associate balance. The share of profit from both ND Western Limited and Renaissance Africa Energy Holding Limited is reported in the income statement.

About Aradel Holding Plc

Aradel Holdings Plc ("Aradel Holdings" or "the Company") is Nigeria's foremost integrated independent energy company, delivering critical energy solutions in a sustainable and responsible way. Aradel Holdings was incorporated on 25 March 1992 (as the Midas Drilling Fund), changed its name to Niger Delta Exploration and Production Plc in November 1996, assumed its current name in May 2023, and was listed on the main board of the NGX on 14 October 2024.

The Company operates through its subsidiaries and an affiliate company:

  • Aradel Energy Limited (100%), a wholly owned subsidiary of Aradel Holdings, as well as the Operator of the Ogbele (PML 14), Omerelu (PPL 247), Olo and Olo West Marginal Fields, as well as OPL 227 joint venture (subject to NUPRC approval). Established to explore and harness opportunities in the energy industry.

  • Aradel Gas Limited (100%), the only Nigerian independent Non-JV Gas Supplier to Bonny LNG. Established to leverage investment opportunities in the gas sector. Has 100mmscf/d gas processing facility.

  • Aradel Investments Limited (100%), a wholly owned subsidiary established to hold and manage the Group's non-oil & gas assets. Established to hold the Company's non-oil and gas investments.

  • Aradel Refineries Limited (95%), a 3-train 11kbbl/d independent operating midstream refinery. Produces AGO, DPK, MDO, HFO and Naphtha.

  • ND Western Limited (81.67%), an independent Nigerian oil and gas exploration and production company comprising four leading industry players with four limited liability companies (being Aradel Energy, First Exploration & Petroleum Development Company, and Waltersmith Petroman Oil) as shareholders.

  • Renaissance Africa Energy Holdings, a 53.2% total equity holding made up of

    • A direct holding of 12.5% and

    • Through ND Western, an indirect holding of 40.7%

For further information please refer to our website: https://www.aradel.com

For Enquiries:

Aradel Energy Plc

Adegbola Adegbite, Chief Financial Officer

Ilobekemenidiake@aradel.com

Ilobekemen Idiake, Investor Relations Manager IR@aradel.com

Vaerdi Investor Relations

Oluyemisi Lanre-Philips aradel@vaerdi.org

Forward looking statements

Certain statements in this document may constitute forward-looking information or forward-looking statements under applicable Nigerian Securities laws (collectively "forward-looking statements"). Forward-looking statements are statements that relate to future events, including the Company's future performance, opportunities, or business prospects. Any statements that express or involve discussions with respect to expectations, forecasts, assumptions, objectives, beliefs, projections, plans, guidance, predictions, future events or performance (often, but not always, identified by words such as "believes", "seeks", "anticipates", "expects", "continues", "may", "projects", "estimates", "forecasts", "pending", "intends", "plans", "could", "might", "should", "will", "would have" or similar words suggesting future outcomes) are not statements of historical fact and may be forward-looking statements.

By their nature, forward-looking statements involve assumptions, inherent risks and uncertainties, many of which are difficult to predict, and are usually beyond the control of management, that could cause actual results to be materially different from those expressed by these forward-looking statements. Undue reliance should not be placed on these forward-looking statements because the Company cannot assure that the forward-looking statements will prove to be correct. As forward-looking information address future conditions and events, they could involve risks and uncertainties including, but are not limited to, risk with respect to general economic conditions, regulations and taxes, civil unrest, corporate restructuring and related costs, capital and operating expenses, pricing and availability of financing and currency exchange rate fluctuations. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

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