Aradel Holdings PlcNSENG: ARADEL

Year end - financial statement for 2025

Feb 3, 2026 at 8:56 PM UTC · MarketScreener

Holdings

ARADEL HOLDINGS PLC

Lagos, Nigeria

UNAUDITED CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

CONTENTS

PAGE

Certification By The Chief Executive Officer 3

Certification By The Chief Financial Officer 4

Consolidated and separate statement of profit or loss and other comprehensive income 5

Consolidated and separate statement of financial position 6

Consolidated and separate statement of changes in equity 7

Consolidated and separate statement of cash flows 9

Notes to the consolidated and separate financial statements 10

Consolidated and separate statement of profit or loss and other comprehensive income (in USD) 29

Consolidated and separate statement of financial position (in USD) 30

Consolidated and separate statement of changes in equity (in USD) 31

Consolidated and separate statement of cash flows (in USD) 32

Notes to the consolidated and separate financial statements (in USD) 33

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

To comply with the provisions of Section 1.1 of SEC Guidance on Implementation of Sections 60-63 of Investments and Securities Act, 2007 I hereby make the following statements regarding the Internal Controls of Aradel Holdings Plc for the year ended 31 December 2025.

I, Adegbite Falade, certify that: I have reviewed this management assessment on Internal Control over Financial Reporting of Aradel Holdings Plc;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in the report;

The company's other certifying officer and I:

are responsible for establishing and maintaining internal controls;
have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the company, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
have evaluated the effectiveness of the company's internal controls and procedures as of a date within 90 days prior to the report and presented our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.
The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control system, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
1. All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.
The company's other certifying officer and I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Adegbite Falade Chief Executive Officer FRC/2021/003/00000025055

3rd February 2026

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

To comply with the provisions of Section 1.1 of SEC Guidance on Implementation of Sections 60-63 of Investments and Securities Act 2007 I hereby make the following statements regarding the Internal Controls of Aradel Holdings Plc for the year ended 31 December 2025.

I, Adegbola Adesina, certify that: I have reviewed this management assessment on Internal Control over Financial Reporting of Aradel Holdings Plc;

The company's other certifying officer and I:

are responsible for establishing and maintaining internal controls;
have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the company, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
have evaluated the effectiveness of the company's internal controls and procedures as of a date within 90 days prior to the report and presented our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.
The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control system, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
1. All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.
The company's other certifying officer and I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Adegbola Adesina Chief Financial Officer FRC/2021/001/00000024579

3rd February 2026

CONSOLIDATED AND SEPARATE STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

		THE GROUP		THE COMPANY
₦ '000 Notes	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24

Revenue 4 697,301,248 581,151,376 - -

Cost of sales 5 (417,276,930) (224,632,552) - -

Gross profit 280,024,318 356,518,824 - -

Dividend income 277,629 144,965 23,722,893 173,464,869

Other (loss)/income 6 219,053,643 (9,016,847) 838,799 (3,210,132)

Impairment loss 8 (135,293,461) (13,221) - -

General and administrative expenses 7 (92,030,968) (56,230,731) (4,278,186) (3,660,877)

Operating profit 272,031,161 291,402,990 20,283,506 166,593,860

Finance income 9 18,589,487 15,958,982 1,810,712 2,250,451

Finance costs 9 (23,868,433) (22,206,795) (1,610,163) (1,878,877)

Net Finance (cost)/income (5,278,946) (6,247,813) 200,549 371,574

Profit after taxation 401,220,553 259,072,447 20,484,055 166,965,434

Profit before taxation 463,714,274 316,772,492 20,484,055 166,965,434

Share of profit of an associate 16 196,962,059 31,617,315 - -Tax expense 33 (62,493,721) (57,700,045) - -

Profit attributable to:

Equity holders of the parent 397,933,670 257,871,046 20,484,055 166,965,434

Non-controlling interest 3,286,883 1,201,401 - -

401,220,553 259,072,447 20,484,055 166,965,434

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 (9,214,869) 103,361,087

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 15 5,663,613 5,244,638 5,663,613 5,244,638

Other comprehensive income for the year, net

of tax (86,844,474) 512,300,296 (3,551,256) 108,605,725

Total comprehensive income for the year 314,376,079 771,372,743 16,932,799 275,571,159

Total comprehensive income attributable to:

Equity holders of the parent 312,205,670 768,241,533 16,932,799 275,571,159

Non-controlling interest 2,170,409 3,131,210 - -

Basic & diluted earnings per share 12 ₦91.59 ₦59.35 ₦4.71 ₦38.43

CONSOLIDATED AND SEPARATE STATEMENTS OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

			THE GROUP		THE COMPANY
₦ '000	Notes	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Assets
Non-current assets
Property, plant and equipment	13a	5,012,663,250	676,637,344	-	-
Intangible assets	14	845,392	1,251,000	-	-
Deferred tax assets	17	1,004,499,011	-	-	-
Financial assets	15	60,150,552	43,288,424	25,362,091	18,152,335
Investment in associate	16	-	489,968,207	7,810,062	7,810,062
Investment in subsidiaries	34	-	-	15,734,227	15,734,227
Other receivables	20	169,365,400	-	-	-
Right-of-Use Assets	21	35,882,500	-	-	-

Current assets
Inventories	18	74,549,482	46,902,252	-	-
Trade and other receivables	19	2,566,913,485	68,753,253	117,445,875	190,490,377
Security deposit	23	3,825,075	-	-	-
Prepayments	22	1,795,560	332,982	-	8,470
Financial assets	15	1,466,877	496,045	-	-
Cash and Cash equivalents	24	1,474,282,748	411,801,252	18,476,427	74,355,599
Restricted cash	24	12,033,555	10,404,864	-	-
Total current assets		4,134,866,782	538,690,648	135,922,302	264,854,446
Total assets		10,418,272,887	1,749,835,623	184,828,682	306,551,070
Equity and liabilities
Shareholders' equity
Share capital	25	2,172,422	2,172,422	2,172,422	2,172,422
Share premium	25	22,819,670	22,819,670	22,819,670	22,819,670
Translation reserve	36	863,094,550	967,474,872	111,412,405	120,627,274
Fair value reserve of financial assets at FVOCI	37	13,437,038	7,773,425	13,437,038	7,773,425
Retained earnings		654,109,002	395,210,352	21,245,695	139,796,660

Non-controlling interests	38	1,922,531,244	8,659,222	-	-

Non-current liabilities
Borrowings	26	1,788,574,695	40,945,047	9,283,828	11,138,777
Pensions & similar obligations	31	31,576,600	-	-	-
Deferred tax liabilities	17	-	53,351,684	-	-
Environmental & legal provisions	32	61,717,900	-	-	-
Decommissioning liabilities	27	1,463,723,246	36,940,108	-	-

Current liabilities
Trade, share based payment and
other payables	29	2,888,261,367	120,852,179	4,457,624	2,222,842
Contract liabilities	28	869,792	2,780,114	-	-
Taxation	33	468,034,106	35,402,305	-	-
Lease liability	30	21,529,500	-	-	-
Borrowings	26	215,821,755	55,454,223	-	-

Total current liabilities	3,594,516,520	214,488,821	4,457,624	2,222,842
Total liabilities	6,940,108,961	345,725,660	13,741,452	13,361,619
Total equity & liabilities	10,418,272,887	1,749,835,623	184,828,682	306,551,070

The financial statements were approved and authorised for issue by the Board of Directors on 3 February 2026 and signed on its behalf by:

Adegbola Adesina

Adegbola Adesina Chief Financial Officer

FRC/2021/001/00000024579

Adegbite Falade Chief Executive Officer

FRC/2021/003/00000025055

Osten Olorunsola Chairman

FRC/2025/PRO/DIR/003/043567

CONSOLIDATED AND SEPARATE STATEMENTS OF CHANGES IN EQUITY

THE GROUP

₦ '000 Share Capital Share premium Translation reserve				Fair value reserve of financial assets at FVOCI	Retained earnings	Total equity attributable to equity holders of	Non-controlling Total equity interests
Balance at 1 January 2024	2,172,422	22,819,670	462,349,023	2,528,787	209,029,238	698,899,140	5,745,441	704,644,581
Profit for the year	-	-	-	-	257,871,046	257,871,046	1,201,401	259,072,447
Foreign currency translation difference	-	-	313,013,085	-		313,013,085	1,929,809	314,942,894
Net gain on equity instrumentsat fair value through other comprehensive income	-	-	-	5,244,638	-	5,244,638	-	5,244,638
Share of othercomprehensive incomeof associateaccounted for using the equity method	-	-	192,112,764	-	-	192,112,764	-	192,112,764

Dividends to equity holders of the company	-	-	-	-	(71,689,932)	(71,689,932)	-	(71,689,932)
Distribution to NCI holders	-	-	-	-	-	-	(217,429)	(217,429)

Total contributions by and distributions to owners of the

company, recognised directly in equity - - - - (71,689,932) (71,689,932) (217,429) (71,907,361)

Balance at 31 December 2024 2,172,422 22,819,670 967,474,872 7,773,425 395,210,352 1,395,450,741 8,659,222 1,404,109,963

Balance at 1 January 2025	2,172,422	22,819,670	967,474,872	7,773,425	395,210,352	1,395,450,741	8,659,222	1,404,109,963
Profit for the year	-	-	-	-	397,933,670	397,933,670	3,286,883	401,220,553
Foreign currency translation difference	-	-	(64,957,834)	-	-	(64,957,834)	271,462	(64,686,372)
Net gain on equity instrumentsat fair value through other comprehensive income	-	-	-	5,663,613	-	5,663,613	-	5,663,613
Share of othercomprehensive income of associate accounted for using the equity method	-	-	(39,422,488)	-	-	(39,422,488)	-	(39,422,488)

Dividends to equity holders of the company	-	-	-	-	(139,035,020)	(139,035,020)	-	(139,035,020)
Distribution to NCI holders	-	-	-	-	-	-	(1,847,524)	(1,847,524)
NCI arising from acquisition of subsidiaries	-	-	-	-	-	-	1,912,161,201	1,912,161,201

Total contributions by and distributions to owners of the

company recognised directly in equity

(139,035,020)

(1,847,524)

1,771,278,657

Balance at 31 December 2025

2,172,422

22,819,670

863,094,550

13,437,038

654,109,002

1,555,632,682

1,922,531,244

3,478,163,926

CONSOLIDATED AND SEPARATE STATEMENTS OF CHANGES IN EQUITY

Balance at 1 January 2024	2,172,422	22,819,670	17,266,187	2,528,787	44,521,158	89,308,224
Profit for the year	-	-	-	-	166,965,434	166,965,434
Foreign currency translation difference	-	-	103,361,087	-	-	103,361,087
Net gain on equity instruments at fair value through other comprehensive income	-	-	-	5,244,638	-	5,244,638

Dividends to equity holders of the company	-	-	-	-	(71,689,932)	(71,689,932)

THE COMPANY

₦ '000

Fair value reserve of Share Capital Share premium Translation reserve financial assets at

FVOCI

Retained earnings

Total equity

Total contributions by and distributions to owners of the

company, recognised directly in equity - - - - (71,689,932) (71,689,932)

Balance at 31 December 2024 2,172,422 22,819,670 120,627,274 7,773,425 139,796,660 293,189,451

Balance at 1 January 2025	2,172,422	22,819,670	120,627,274	7,773,425	139,796,660	293,189,451
Profit for the year	-	-	-	-	20,484,055	20,484,055
Foreign currency translation difference	-	-	(9,214,869)	-	-	(9,214,869)
Net gain on equity instrumentsat fair value through other comprehensive income	-	-	-	5,663,613	-	5,663,613

Dividends to equity holders of the company	-	-	-	-	(139,035,020)	(139,035,020)

Total contributions by and distributions to owners of the company recognised directly in equity	-	-	-	-	(139,035,020)	(139,035,020)
Balance at 31 December 2025	2,172,422	22,819,670	111,412,405	13,437,038	21,245,695	171,087,230

CONSOLIDATED AND SEPARATE STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			THE GROUP		THE COMPANY
₦ '000	Notes	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Profit before taxation		463,714,274	316,772,492	20,484,055	166,965,434
Adjustments:
Interest expense	9	23,868,433	22,206,795	1,610,163	1,878,877
Interest income	9	(18,589,487)	(15,958,982)	(1,810,712)	(2,250,451)
Dividend received		(277,629)	(144,965)	(10,452,819)	(3,745,541)
Exchange (gain)/loss	6	(972,078)	(9,350,159)	1,365,724	(4,678,109)
Share of profit from associate	16	(196,962,059)	(31,617,315)	-	-
Gain on bargain purchase	6	(201,036,989)	-	-	-
Loss on Financial Asset at FV through PorL	15.1	8,690,211	5,053,017	-	-
Hedge cost written off	15.1	(4,070,228)	(2,379,673)	-	-
Depreciation of property, plant and equipment	11	115,628,500	79,634,399	-	-
Amortisation of intangible assets	11	567,374	1,002,829	-	-
Impairment loss	8	135,293,461	13,221	-	-
Provision no longer required	5	(13,240,515)	(45,296,575)	-	-
Gain on disposal of property, plant and equipment	6	(45,581)	-	(5,842)	-
Bad debt wrtten off	7	315,892	3,421,599	-	-
Stock adjustment	5	34,748,075	(26,708,739)	-	-

Movement in working capital:
(Increase)/Decrease in trade and other receivables		(42,013,644)	(18,664,996)	73,044,502	(128,248,183)
(Increase)/Decrease in prepayments		(1,016,844)	(250,376)	8,470	(4,705)
Increase in inventories		(3,546,594)	(4,220,269)	-	-
Decrease/(Increase) in restricted cash		(1,628,691)	1,205,362	-	5,620,288
(Decrease)/Increase in trade, share based
payment and other payables		(41,157,062)	63,335,677	(7,129,501)	73,266,042
(Decrease)/Increase in contract liabilities		(1,910,075)	1,008,192	-	-

Tax paid	33	(46,688,753)	(27,176,699)	-	(964,181)

Investing activities
Interest received	9	15,981,592	15,911,387	1,839,537	2,202,856
Dividend received		17,624,151	4,140,133	10,452,819	3,745,541
Purchase of property, plant and equipment	13b	(145,993,567)	(136,547,874)	-	-
Purchase of intangible assets	14	(227,227)	(222,621)	-	-
Asset recovered	13	-	-	-	-
Proceeds from disposal of assets	6	45,581	-	5,842	-
Purchase of investment	34	-	-	-	-
Purchase of financial assets	15.1	(46,326,166)	(12,030,597)	(3,380,099)	(8,439,654)
Proceeds from liquidation of Financial asset	15.1	4,495,167	-	-	-
Investment in Renaissance		(20,860,125)	-	-	-
Investment in ND Western		(430,590,000)	-	-	-

Financing activities
Dividend paid to holders of the parent		(139,035,020)	(71,689,932)	(139,035,020)	(71,689,932)
Dividend paid to NCI holders		(1,847,524)	(217,429)	-	-
Interest paid	26	(26,628,139)	(9,444,797)	(1,744,665)	(1,734,185)
Repayment of borrowing	26	(116,575,481)	(32,439,025)	-	-
Additional borrowing	26	503,790,300	-	-	-

Increase in cash and cash equivalents		(176,476,467)	69,344,080	(54,747,546)	31,924,097
Cash and cash equivalents - Beginning of year		411,801,252	183,008,535	74,355,599	17,679,835
Exchange rate effects on cash and cash equivalents		(15,312,962)	159,448,637	(1,131,626)	24,751,667
Acquired from business combination (Note 16) (Note	16)	1,254,270,925	-	-	-

Cash and cash equivalents - End of year 24 1,474,282,748 411,801,252 18,476,427 74,355,599

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

REPORTING ENTITY
Aradel Holdings Plc ("the Company") was incorporated on 25 March 1992. The consolidated financial statements of the Company as at and for the year ended 31 December 2025 comprise the Group and the Company and the Group's interest in associates.
The Group is engaged in the exploration for , and development and production of oil and natural gas.
The Head Office of the Company is located at:
15 Babatunde Jose Road, Victoria Island,
Lagos, Nigeria.
1. Composition of Financial Statements
  The consolidated financial statements are drawn up in United States Dollar and Nigerian Naira in accordance with International Financial Reporting Standards (IFRS) Accounting presentation.
  The financial statements comprise:
  - Consolidated and separate statement of profit and loss and other comprehensive income
  - Consolidated and separate statement of financial position
  - Consolidated and separate statement of changes in equity
  - Consolidated and separate statement of cash flows
  - Notes to the consolidated and separate financial statements
2. Financial Period
  These consolidated and separate financial statements cover the period from 1 January 2025 to 31 December 2025 with comparative figures for the financial year from 1 January 2024 to 31 December 2024
3. Basis of accounting
  The financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB), and in the manner required by the Companies and Allied Matters Act (CAMA), 2020 and Financial Reporting Council of Nigeria (Amendment) Act, 2023.
  Statement of compliance
  The consolidated and separate financial statements of Aradel Holdings Plc, and all of its subsidiaries ("The Group") have been prepared in compliance with the IFRS Accounting Standards as issued by the International Accounting Standards Board and IFRS Interpretations Committee (IFRIC) interpretations applicable to companies reporting under IFRS.
  Basis of measurement
  The consolidated and separate financial statements are prepared under the historical cost convention, except for certain financial instruments which are measured at amortised cost or at fair value. The functional currency is Dollar and presentation currency is Naira.
  All amounts have been rounded to the nearest thousand, unless otherwise indicated.
  The preparation of the consolidated and separate financial statements in conformity with IFRS Accounting Standards 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 revenues and expenses during the reporting period. Although these estimates and underlying assumptions are continually evaluated and are based on the Directors' best knowledge of current events and actions, actual results ultimately may differ from those estimates.
  NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
MATERIAL ACCOUNTING POLICY INFORMATION
1. New standards, interpretations and amendments to existing standards that are effective for the current year
  The Group has considered the following standards and amendments for the first time in its reporting period commencing 1 January 2025. Their adoption has not had any material impact on the disclosures or amounts reported in these financial statements.
  Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates titled Lack of Exchangeability. The Group has adopted the amendments to IAS 21 for the first time in the current year. The amendments did not have a material impact on the Group's financial statements.
2. New standards, interpretations and amendments to existing standards issued but not yet effective.
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group's financial statements are disclosed below. The Group intends to adopt this standard, if applicable, when it becomes effective.
Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standard - Hedge Accounting by a First-time Adopter -effective date is 1 January 2026
Amendments to IFRS 7 Financial Instruments: Disclosures - Gain or Loss on Derecognition - effective date is 1 January 2026 Amendments to IFRS 9 Financial Instruments - Transaction Price - effective date is 1 January 2026
Amendments to IFRS 10 Consolidated Financial Statements - Determination of a 'De Facto Agent' - effective date is 1 January 2026
Amendments to IAS 7 Statement of Cash Flows - Cost Method - effective date is 1 January 2026
Amendments to IFRS 18 Presentation and Disclosures in Financial Statements - effective date is 1 January 2027 Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures - effective date is 1 January 2027
Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures-Sale or Contribution of Assets between an Investor and its Associate or Joint Venture - effective date yet to be set by the Board
All other accounting policies are consistent with what was reported in the latest Audited Financial Statements

Segment Reporting

Business segments are based on the Group's internal organisation and management reporting structure. The Group's operations cover 4 segments-Crude Oil, Gas, Refinery & Investment Properties. Some intersegement transactions were prevalent amongst the reporting segments during the reporting period under consideration, hence the eliminations necessary to achieve proper consolidation. Management remains committed to continuous value creation and accretion of the reserves. The reporting segments of the Group derive their revenues within and outside Nigeria & goods are transferred at a point in time. The segment reports are also in line with the Group's accounting policies.

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

Segment profit/(loss) disclosure

₦ '000

CRUDE OIL

GAS

REFINED INVESTMENT PRODUCTS PROPETRIES

TOTAL REPORTABLE SEGMENT

ELIMINATIONS

CONSOLIDATION

31 December 2025

Revenue 558,739,250 130,694,357 218,221,840 121,368 907,776,815 (210,475,567) 697,301,248

Operating costs (excluding

depreciation and amortisation) (397,779,236) (69,974,424) (143,304,390) (63,582) (611,121,632) 218,009,608 (393,112,024)

Depreciation and amortisation (105,677,373) (4,013,288) (6,394,078) (111,135) (116,195,874) - (116,195,874)

Dividend income 24,890,170 - - - 24,890,170 (24,612,541) 277,629

Other income/(loss) 26,330,152 11,979 (588,856) (5,644) 25,747,631 193,306,012 219,053,643

Impairment (loss)/writeback on

financial assets and contract assets

- - - - - (135,293,461) (135,293,461)

Operating profit 106,502,963 56,718,624 67,934,516 (58,993) 231,097,110 40,934,051 272,031,161

Net Finance income/(costs) (8,808,021) 89,528 3,439,547 - (5,278,946) - (5,278,946)

Share of profit from associate 58,453,863 - - - 58,453,863 138,508,196 196,962,059

Profit before taxation 156,148,805 56,808,152 71,374,063 (58,993) 284,272,027 179,442,247 463,714,274

Tax expense (33,567,529) (22,872,672) (5,898,306) (155,214) (62,493,721) - (62,493,721)

Profit after taxation 122,581,276 33,935,480 65,475,757 (214,207) 221,778,306 179,442,247 401,220,553

31 December 2024

Revenue	482,711,460	79,487,859	187,663,551	118,374	749,981,244	(168,829,868)	581,151,376
Operating costs (excluding depreciation and amortisation)	(190,824,570)	(34,714,045)	(146,975,424)	(35,660)	(372,549,699)	172,323,644	(200,226,055)
Depreciation and amortisation	(70,677,272)	(3,883,553)	(5,968,009)	(108,394)	(80,637,228)	-	(80,637,228)
Dividend income	173,464,869	-	-	-	173,464,869	(173,319,904)	144,965
Other (loss)/income	4,086,689	-	(9,198,178)	1,296	(5,110,193)	(3,906,654)	(9,016,847)
Impairment (loss)/writeback on
financial assets and contract assets	(10,118)	(3,103)	-	-	(13,221)	-	(13,221)

Net Finance costs	(9,121,143)	(37,686)	2,911,016	-	(6,247,813)	-	(6,247,813)
Share of profit from associate	-	-	-	-	-	31,617,315	31,617,315

Tax expense	(41,996,143)	(11,365,152)	(4,221,422)	(117,328)	(57,700,045)	-	(57,700,045)

Profit after taxation 347,633,772 29,484,320 24,211,534 (141,712) 401,187,914 (142,115,467) 259,072,447

Segment Assets and Liabilities

The assets and liabilities are disclosed based on the operations of the reporting segments

₦ '000

CRUDE OIL

GAS

REFINED INVESTMENT PRODUCTS PROPETRIES

TOTAL REPORTABLE SEGMENT

ELIMINATIONS

CONSOLIDATION

31 December 2025
Total asset	8,832,072,620	3,437,181,804	335,508,552	11,799,601	12,616,562,577	(2,198,289,690)	10,418,272,887

31 December 2024
Total asset	992,466,709	237,486,654	348,857,560	13,429,110	1,592,240,033	157,595,590	1,749,835,623

Total liabilities 466,000,812 38,234,486 146,561,820 2,227,643 653,024,761 (307,299,101) 345,725,660

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

Revenue from contracts with customers

4.1 Disaggregated revenue information

		THE GROUP		THE COMPANY
₦ '000 31-Dec-25		31-Dec-24	31-Dec-25	31-Dec-24
Crude Oil	440,093,785	373,662,426	-	-
Gas	46,440,886	28,177,388	-	-
Refined Products	210,766,577	179,311,562	-	-
Total revenue 697,301,248 581,151,376 - -
Geographical markets
Within Nigeria	257,207,463	207,488,950	-	-
Outside Nigeria	440,093,785	373,662,426	-	-
Total revenue from contracts with customers 697,301,248 581,151,376 - -
Timing of revenue recognition
Goods transferred at a point in time	697,301,248	581,151,376	-	-
Goods transferred over time	-	-	-	-

Total revenue from contracts with customers 697,301,248 581,151,376 - -

Performance obligations

Information about the Group's performance obligations are summarised below:

Sale of Crude Oil

The performance obligation is satisfied at a point in time when the product is physically transferred into a vessel, pipe or other delivery mechanism and is generally due within 30 to 45 days from the date of issue of the Bill of Lading.

Sale of Gas

The performance obligation is satisfied at a point in time when the gas have been delivered at the buyer's delivery point for gas and is generally due within 30 to 90 days from the date of issue of invoice.

Sale of Refined Products

The performance obligation is satisfied at a point in time, when the product is lifted by the customer/distributor and payment is made in advance

	THE GROUP		THE COMPANY
₦ '000 31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Contract balances
Trade receivables (Note 19) 108,905,678	67,100,029	-	-
Contract liabilities (Note 28) 870,039	2,780,114	-	-

Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.

Contract liabilities are considerations received from customers by the Group for which the related goods or services to the customers have not transferred.

Performance obligation for crude oil, refined products and gas are fulfilled once delivery of the products occurs and payments are generally due on crude oil and gas between 30 to 90 days. Payments on refined products are due between 0 to 30 days.

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

5 Cost of sales
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Crude oil handling charges	85,983,508	95,296,232	-	-
Crude oil - Third party	-	9,620,580	-	-
Depreciation and amortisation (Note 11)	112,601,635	78,210,993	-	-
Operational and Maintenance expenses	42,261,129	24,426,994	-	-
Provision no longer required	(13,240,515)	(45,296,575)	-	-
Royalties & other statutory expenses	98,037,003	58,406,613	-	-
Staff costs (Note 10)	56,886,095	30,676,454	-	-
Stock adjustment	34,748,075	(26,708,739)	-	-

Total 417,276,930 224,632,552 - -

Operational and maintenance expenses include field expenses, insurance expense, consultancy fees, field community costs, repairs and maintenance, and materials & supplies.

Royalties and other statutory expenses includes Royalties due to FGN, NDDC Levy and other statutory expense.

Provision no longer required relates to write back of ARO provision following the revision of oil & gas assets estimates. See more in note 27. Stock adjustment relates to the net movement in the value of inventory in the tank in the year.

Other (loss)/income

		THE GROUP		THE COMPANY
₦ '000 31-Dec-25		31-Dec-24	31-Dec-25	31-Dec-24
Crude handling income	15,232,853	1,033,123	-	-
Fee income	931,687	687,535	1,046,009	672,635
Gain on bargain purchase (net of taxes) (Note 16)	201,036,989	-	-	-
Gain on disposal of property, plant and equipment	45,581	-	5,842	-
Miscellaneous	-	8,878,080	-	-
Realized Exchange loss	834,455	(28,965,744)	1,152,672	(8,560,876)
Unrealized exchange gain	972,078	9,350,159	(1,365,724)	4,678,109

Total 219,053,643 (9,016,847) 838,799 (3,210,132)

Crude handling income relates to income earned from the transportation of 3rd party crude to Bonny terminal Fee income relates to income from non trading activities

Miscellaneous represents one-off transaction fees

The gain on bargain purchase comprises the excess fair value of net identifiable assets acquired over the purchase consideration

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

General and administrative expenses

		THE GROUP		THE COMPANY
₦ '000 31-Dec-25		31-Dec-24	31-Dec-25	31-Dec-24
Auditor's remuneration (Note 7.1)	222,293	298,303	61,630	67,384
Bad Debt (Note 7.2)	315,892	3,421,599	-	-
Bank charges	1,795,749	1,442,863	189,763	718,032
Depreciation and amortisation (Note 11)	3,594,239	2,426,235	-	-
Directors' fees	3,183,896	1,392,530	3,169,437	1,375,078
Donations	473,290	281,710	-	70,576
Fuel, utilities and travel expenses	2,832,275	2,934,520	22,471	40,585
Hedging (7.3)	4,619,983	2,673,344	-	-
Permits, licenses and subscription	18,615,790	8,609,133	561,111	438,750
Professional fees (Note 7.4)	7,882,601	5,483,283	187,346	629,981
Repairs and maintenance	3,046,375	2,516,254	19,036	-
Staff costs (Note 10)	37,924,063	20,450,969	50,305	110,506
Other expenses (Note 7.5)	7,524,522	4,299,988	17,087	209,985

Total 92,030,968 56,230,731 4,278,186 3,660,877

Deloitte & Touche offered audit and assurance (related to the Internal control over Financial reporting -ICFR) services in the year 2025 and 2024.
Bad debt relates to write-off of long standing trade and other receivables that are deemed unrecoverable
Hedging consist of hedge cost written off and FV Loss through profit or loss
Professional fees consist of cleaning service, advisory services, security service, legal fees and registrar management fee.
Other expenses consist of training fees, printing and stationery, catering and other related administrative costs incurred during the year.

8 Impairment loss
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Impairment loss	(135,293,461)	(13,221)	-	-

Included in impairment loss is ₦135.3 billion write down ND Western's carrying amount following the additional 40% acquisition completed on 31st December 2025.

9 Finance cost and income
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Interest expense:
Bank borrowings	18,707,003	15,876,526	-	-
Irredeemable Participating Investment Notes (IPIN)
Interest	2,463,652	2,485,574	-	-
Provisions: unwinding of discount (Note 27)	1,087,615	1,965,818	-	-
Coupon on Bonds	1,610,163	1,878,877	1,610,163	1,878,877
Finance costs 23,868,433 22,206,795 1,610,163 1,878,877
Finance income:
Interest income	18,589,487	15,958,982	1,810,712	2,250,451

Finance income	18,589,487	15,958,982	1,810,712	2,250,451
Net (finance costs)/finance income	(5,278,946)	(6,247,813)	200,549	371,574

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

10 Staff costs
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Included in cost of sales:
Salaries and other staff costs	56,886,095	30,676,454	-	-
Included in general admin expenses:
Salaries and other staff costs	37,924,063	20,450,969	50,305	110,506

Salaries and other staff costs include the following:
Salaries	18,830,310	13,063,022	-	-
Defined Contribution expenses	2,709,865	1,433,845	-	-
Share based payment	48,547,200	23,822,848	-	-
Other allowances	24,722,783	12,807,708	50,305	110,506

94,810,158 51,127,423 50,305 110,506

Depreciation and amortisation

		THE GROUP		THE COMPANY
₦ '000 31-Dec-25		31-Dec-24	31-Dec-25	31-Dec-24
Included in cost of sales:
Depreciation of oil and gas properties (Note 13b) 112,601,635 78,210,993 - -
Included in general and administrative expenses:
Depreciation of other property, plant and equipment (Note 13b)	3,026,865	1,423,406	-	-
Amortisation of intangible assets (Note 14) 567,374 1,002,829 - -
Total in general and administrative expenses	3,594,239	2,426,235	-	-

Total 116,195,874 80,637,228 - -

Earnings per share Basic - GROUP

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares issued and fully paid as at the end of the year

	THE GROUP
₦ '000 31-Dec-25	31-Dec-24
Profit attributable to equity holders of the parent 397,933,670	257,871,046
Total 397,933,670 257,871,046
Number	Number

Weighted average number of ordinary shares in issue 4,344,844,360 4,344,844,360

Basic earnings per share (₦) ₦91.59 ₦59.35

There are no potential diluted shares in the current and prior year, hence, the basic & diluted EPS are same

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

Basic - THE COMPANY

				THE COMPANY
₦ '000 31-Dec-25				31-Dec-24
Profit attributable to equity holders of the company			20,484,055	166,965,434
			Number	Number
Weighted average number of ordinary shares in issue			4,344,844,360	4,344,844,360
Basic earnings per share (₦)			₦4.71	₦38.43
There are no potential diluted shares in the current and prior year, hence, the basic & diluted EPS are same 13 Property, plant and equipment
13a		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Oil and gas properties	4,861,050,071	600,494,812	-	-
Assets under development	134,434,705	62,480,185	-	-
Other property, plant and equipment	17,178,474	13,662,347	-	-

Total 5,012,663,250 676,637,344 - -

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

13b

THE GROUP

THE COMPANY

₦ '000

Oil and gas properties

Assets under development

Other property,

plant and equipment

Total

Other property,

plant and equipment

Total

Cost:
Balance at 1 January 2024	640,404,187	37,645,403	18,882,067	696,931,657	455,052	455,052
Translation difference	556,916,933	24,834,783	10,927,420	592,679,136	321,753	321,753
Reclassifications	(73,796,691)	(95,552,177)	-	(169,348,868)	-	-
Additions	28,897,793	95,552,176	4,828,164	129,278,133	-	-
Write-offs	-	-	-	-	-	-
Changes in decommisioning assets (Note 27)	44,898,898	-	-	44,898,898	-	-
Transfer	-	-	-	-	-	-

Balance at 1 January 2025	1,197,321,120	62,480,185	34,637,651	1,294,438,956	776,805	776,805
Translation difference	(81,095,837)	(8,403,233)	(2,653,690)	(92,152,760)	(44,545)	(44,545)
Reclassifications	21,250,020	(21,250,020)	-	-	-	-
Transfer (note 12)	-	-	-	-	-	-
Additions	36,703,200	101,607,773	7,682,594	145,993,567	-	-
Write-offs	-	-	-	-	-	-
Asset recovered	-	-	-	-	-	-
Changes in decommisioning assets (Note 24)	(558,293)	-	-	(558,293)	-	-
Disposal	-	-	(320,108)	(320,108)	(97,094)	(97,094)
Acquired from business combination (Note 16)	4,351,905,626	-	-	4,351,905,626	-	-

Depreciation:
Balance at 1 January 2024	302,081,893	-	11,422,143	313,504,036	455,052	455,052
Translation difference	216,533,422	-	8,129,755	224,663,177	321,753	321,753
Depreciation for the year	78,210,993	-	1,423,406	79,634,399	-	-
Disposal	-	-	-	-	-	-
Reclassifications	-	-	-	-	-	-

Balance at 1 January 2025	596,826,308	-	20,975,304	617,801,612	776,805	776,805
Translation difference	(44,952,178)	-	(1,514,088)	(46,466,266)	(44,545)	(44,545)
Depreciation for the year	112,601,635	-	3,026,865	115,628,500	-	-
Disposal	-	-	(320,108)	(320,108)	(97,094)	(97,094)
Transfer	-	-	-	-	-	-

Net book value:

At 31 December 2025	4,861,050,071	134,434,705	17,178,474	5,012,663,250	-	-
At 31 December 2024	600,494,812	62,480,185	13,662,347	676,637,344	-	-
At 1 January 2024	338,322,294	37,645,403	7,459,924	383,427,621	-	-

There is no impairments of Property, Plant, and Equipment during the year. See Note 35 for assets pledged as collateral for borrowings. The capital commitments in respect of PPE expenditures amounts to ₦51.6 billion (2024: ₦45.3 billion).

The current year reclassification relates to settlement of completed drilling projects from asset under development to Wells and Production Facilities and civil works while the prior year reclassification relates to settlement of completed drilling projects from asset under development to Wells and Production Facilitiest and civil works.

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

14 Intangible assets
			THE GROUP		THE COMPANY
₦ '000	LICENSE	SOFTWARE	TOTAL	SOFTWARE	TOTAL
Cost:
Balance at 1 January 2024	2,248,475	2,060,827	4,309,302	630,624	630,624
Translation difference	1,589,825	1,457,487	3,047,312	445,895	445,895
Reclassification	-	-	-	-	-
Additions	-	222,621	222,621	-	-

Balance at 1 January 2025	3,838,300	3,740,935	7,579,235	1,076,519	1,076,519
Translation difference	-	(508,313)	(508,313)	(70,131)	(70,131)
Additions	-	227,227	227,227	-	-

Amortisation:
Balance at 1 January 2024	1,989,451	1,108,079	3,097,530	630,624	630,624
Translation difference	1,351,687	876,189	2,227,876	445,895	445,895
Amortisation charge for the year	497,162	505,667	1,002,829	-	-

Balance at 1 January 2025	3,838,300	2,489,935	6,328,235	1,076,519	1,076,519
Translation difference	-	(442,852)	(442,852)	(70,131)	(70,131)
Amortisation charge for the year	-	567,374	567,374	-	-

Net book value:
At 31 December 2025	-	845,392	845,392	-	-

At 31 December 2024	-	1,251,000	1,251,000	-	-
At 1 January 2024	259,024	952,748	1,211,772	-	-

Intangible assets consist of computer software and licenses used by the Group for recording transactions and reporting purposes. The Group's software has a finite life and is amortised on a straight line basis over the life of the software licenses.

The prior year reclassification relates to movement of some assets from asset under development to intangible asset

Financial assets

Financial assets include the following:

THE GROUP THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Listed securities:	11,954,282	9,502,827	11,956,975	9,502,827
Unlisted securities:	49,663,147	9,145,553	13,405,116	8,649,508
61,617,429 18,648,380 25,362,091 18,152,335
Current	1,466,877	496,045	-	-
Non-current	60,150,552	43,288,424	25,362,091	18,152,335

Total

61,617,429

43,784,469

25,362,091

18,152,335

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

15.1 Changes in Financial Asset
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Balance at 1 January	43,784,469	4,364,184	18,152,335	4,051,382
Crude Oil Hedge	4,316,150	2,735,940	-	-
FV Loss through PorL	(8,690,211)	(5,053,017)	-	-
Hedge Cost Written off	4,070,228	2,379,673	-	-
Corporate Bond	4,495,167	4,605,960	-	4,605,960
Bond Liquidation	(4,495,167)	-	-	-
Deposit for shares - Guaranty Trust Bank Plc	-	2,783,535	-	2,783,535
Ever Oil & Gas Depot (Harbourview)	3,380,099	1,050,159	3,380,099	1,050,159
Chappal Energies	34,134,750	-	-	-
Interest on Financial Asset	2,636,720	-	-	-
Deposit for shares - Renaissance	-	25,136,089	-	-
Transfer to investment in associate	(23,992,937)	-	-	-
Transfer to receivables	(845,025)	-	-	-
Net gain on equity instruments at fair value through other comprehensive income	5,663,613	5,244,638	5,663,613	5,244,638
Bond Amortization	(28,825)	47,595	(28,825)	47,595
Acquired from business combination (Note 16)	1,289,890	-	-	-
Foreign Exchange	(4,101,492)	489,713	(1,805,131)	369,066

Total

61,617,429

43,784,469

25,362,091

18,152,335

Investment in associate

	THE GROUP		THE COMPANY
₦ '000 31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
At 1 January	270,233,296	7,810,062	7,810,062
Share of profit	31,617,315	-	-
Share of other comprehensive income (net of tax) that may be reclassified to profit or loss in subsequent periods	192,112,764	-	-
Dividend received	(3,995,168)	-	-

Carrying amount 489,968,207 7,810,062 7,810,062

On 31 Dec 2025, the Company through Aradel Energy Limited, its wholly owned subsidiary, acquired an additional 40% equity of ND Western Limited for a consideration of $300million, obtaining control and accounting for the transaction as a business combination under IFRS 3. 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 provisional estimates, the acquisition resulted in a provisional bargain purchase gain of 201billion ($133million), reflecting the difference between the consideration transferred 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.

The additional 40% acquisition in ND Western was completed on 31st December 2025. It was deemed immaterial to consolidate the income statement however, the statement of financial position has been consolidated resulting to 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.

			THE GROUP		THE COMPANY
₦ '000	Percentage	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Share of Profit Included in PorL
Share of profit - ND Western	70%	138,508,196	31,617,315	-	-
Share of profit - Renaissance	30%	58,453,863	-	-	-
Total		196,962,059	31,617,315	-	-

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

Deferred taxation

The analysis of deferred tax assets and deferred tax liabilities is as follows:

		THE GROUP		THE COMPANY
₦ '000 31-Dec-25		31-Dec-24	31-Dec-25	31-Dec-24
Deferred tax assets
Acquired from business combination (Note 16)	(1,146,777,501)	-	-	-
Total (1,146,777,501) - - -
Deferred tax liabilities
Accelerated depreciation and amortisation	141,190,875	52,467,066	-	-
Decommissioning liabilities	1,087,615	884,618	-	-
Total 142,278,490 53,351,684 - -
Deferred taxation
At start of year	18,386,481	18,386,481	-	-
Acquired from business combination (Note 16)	(1,043,212,669)	-	-	-
Income statement credit	(11,798,539)	21,168,302	-	-
Translation difference	32,125,716	13,796,901	-	-
Reflected in the statement of financial position as:
Deferred tax liabilities	142,278,490	53,351,684	- -
Deferred tax assets	(1,146,777,501)	-	- -
Net deferred tax (asset)/liabilities (1,004,499,011) 53,351,684 - -
Deferred taxes are receivable in more than one year.
18 Inventories
		THE GROUP	THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Crude Oil	(19,078,964)	22,024,124	-	-
Gas	12,204	-	-
Refined Products	4,528,641	5,815,021	-	-
Materials	30,238,890	19,063,107	-	-
Acquired from business combination (Note 16)	58,848,711	-	-	-

Total 74,549,482 46,902,252 - -

There were no write-downs of inventory during the year and all inventory balances are current in nature. Inventory balances will be turned over within 12months after the financial year. The inventory charged to Cost of sales during the year amounted to N6.1 billion (2024: N5.4 billion)

The net movement in the value of inventory in the tank throughtout the year is refective in stock adjustments (note 5) .

19 Trade and other receivables
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Trade receivables	108,905,678	67,100,029	-	-
Acquired from business combination (Note 16)	2,455,617,455	-	-	-
Other receivables	2,465,809	1,733,940	-	953,799
Related party receivables (Note 39)	-	-	117,445,875	189,536,578
2,566,988,942 68,833,969 117,445,875 190,490,377
Allowance for expected credit losses	(75,457)	(80,716)	-	-

2,566,913,485 68,753,253 117,445,875 190,490,377

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

Other receivables

	THE GROUP		THE COMPANY
₦ '000 31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24

Other receivables 169,365,400 - - -

169,365,400 - - -

Included in Other receivables is ₦169M acquired from business combination (Note 16)

Right-of-Use Assets

	THE GROUP		THE COMPANY
₦ '000 31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24

Right-of-Use Assets 35,882,500 - - -

35,882,500 - - -

Included in Right-of-Use Assets is ₦35.8M acquired from business combination (Note 16)

22 Prepayments
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Prepaid rent	25,383	958	-	-
Prepaid expenses	1,072,471	3,496	-	-
Prepaid insurance	697,706	328,528	-	8,470

Total 1,795,560 332,982 - 8,470

Included in prepaid expenses is N0.4billion acquired from business combination (Note 16)

Security deposit

		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Security deposit	3,825,075	-	-	-

Total 3,825,075 - - -

Included in Security deposit is ₦3.8 billion acquired from business combination (Note 16)

Cash and cash equivalents

		THE GROUP		THE COMPANY
₦ '000 31-Dec-25		31-Dec-24	31-Dec-25	31-Dec-24
Cash and bank balances	1,348,505,840	213,295,416	3,279,969	58,685,446
Short term deposits	125,776,908	198,505,836	15,196,458	15,670,153
Cash and cash equivalents for statement of cashflow purposes 1,474,282,748 411,801,252 18,476,427 74,355,599
Restricted cash	12,033,555	10,404,864	-	-

Total Cash and cash equivalents 1,486,316,303 422,206,116 18,476,427 74,355,599

Cash and cash equivalents comprise balances with less than three months to maturity, including cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities less than three months.

Included in cash and cash equivalents is ₦1,254 billion acquired from business combination (Note 16)

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

Share capital and premium

Total

Share premium

Number of shares Ordinary shares

₦ '000

THE GROUP

Share capital and premium - THE GROUP

Issue of Shares

Balance at 31 December 2024 4,344,844,360 2,172,422 22,819,670 24,992,092

Balance at 1 January 2025 4,344,844,360 2,172,422 22,819,670 24,992,092

- Issue of shares - - - -

Balance at 31 December 2025 4,344,844,360 2,172,422 22,819,670 24,992,092

Total

Share premium

Number of shares Ordinary shares

₦ '000

THE COMPANY

Share capital and premium - THE COMPANY

Issue of Shares

Balance at 31 December 2024 4,344,844,360 2,172,422 22,819,670 24,992,092

Balance at 1 January 2025 4,344,844,360 2,172,422 22,819,670 24,992,092

-Issue of shares - - - -

Balance at 31 December 2025 4,344,844,360 2,172,422 22,819,670 24,992,092

Share premium represents the excess of the market value of the total issued share capital over the nominal value

₦ '000 Number of shares Amount

Authorised Share capital 4,344,844,360 2,172,422

Issued and fully paid-up 4,344,844,360 2,172,422

26 Borrowings
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
GTB	105,061,059	49,120,544	-	-
IFC	54,322,357	-	-	-
Stanbic	355,908,368	-	-	-
BOI loan	713,017	4,706,593	-	-
Bond	9,283,828	11,138,777	9,283,828	11,138,777
Loan from related party	153,749	31,326,609	-	-
Petre IPINs	106,747	106,747	-	-
Acquired in business combination (Note 16)	1,478,847,325	-	-	-
Current	- 215,821,755	55,454,223	-	-
Non-current	1,788,574,695	40,945,047	9,283,828	11,138,777

Total 2,004,396,450 96,399,270 9,283,828 11,138,777

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

Changes in liabilities arising from financing activities

		THE GROUP		THE COMPANY
₦ '000 31-Dec-25		31-Dec-24	31-Dec-25	31-Dec-24
At 1 January	96,399,270	61,971,902	11,138,777	11,131,874
Additional borrowing	503,790,300	-	-	-
Loan from related party	49,965,689	24,281,086	-	-
Repayment of borrowings	(116,575,481)	(32,439,025)	-	-
Repayment of interest	(26,628,139)	(9,444,797)	(1,744,665)	(1,734,185)
Acquired in business combination(Note 16)	1,478,847,325	-	-	-
Foreign exchange movement	(1,719,680)	31,789,127	(1,720,447)	(137,789)
Accrued interest	26,719,328	20,742,589	1,663,262	1,862,601
Remeasurements	(6,402,162)	(501,612)	(53,099)	16,276

At 31 December 2,004,396,450 96,399,270 9,283,828 11,138,777

Remeasurements are non-cashflow and relate to the effects of carrying borrowings at amortised cost using the effective interest rate method.

27 Decommissioning liabilities

₦ '000	THE GROUP	THE COMPANY
Balance at 1 January 2024	65,161,229	-
Charged/(credited) to profit or loss:
Provision no longer required	(45,238,257)
Changes in estimated flows	(29,396,772)	-
Translation difference	44,448,090	-
Unwinding of discount due to passage of time	1,965,818	-
Balance at 31 December 2024 36,940,108 -
Balance at 1 January 2025	36,940,108	-
Charged/(credited) to profit or loss:
Provision no longer required	(13,036,440)	-
Changes in estimated flows	(558,293)	-
Translation difference	(1,732,724)	-
Acquired in business combination(Note 16)	1,441,022,980	-
Unwinding of discount due to passage of time	1,087,615	-

Balance at 31 December 2025 1,463,723,246 -

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

28 Contract Liabilities
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Down payments received	869,792	2,780,114	-	-

869,792 2,780,114 - -

29 Trade, share based payment and other payables
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Accruals	10,287,991	-	-	-
Amounts due to related parties (Note 35)	-	-	134,918	588,028
Royalty payable & Other Statutory payables	49,044,847	38,852,103	-	-
Sundry creditors	35,145,846	22,032,869	3,343,287	1,086,986
Staff payable	-	22,378,697	-	-
Trade payables	2,792,803,264	37,040,682	-	-
Unclaimed dividend	979,419	547,828	979,419	547,828
2,888,261,367 120,852,179 4,457,624 2,222,842
30 Lease Liability
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Lease Liability	21,529,500	-	-	-
Total 21,529,500 - - -
ncluded in lease liability is N21.5billion acquired from business 31 Pensions & similar obligations	combination (Note 16)
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Pensions & similar obligations	31,576,600	-	-	-

A contract liability is an entity's obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. This will exist when an entity has received consideration but has not transferred the related goods or services to the customer. The Group has recognised a liability in relation to contracts with refined products customers for the delivery of refined products which these customers are yet to receive but which cash consideration have been received by the Group as at the end of the reporting period. For the purchase of refined products, the terms of payments relating to the contract with customers is advance payments. The refinery operates a 7-day sales cycle which includes product evacuation.

Total 31,576,600 - - -

Included in Pensions & similar obligations is N31.6billion acquired from business combination (Note 16)

32 Environmental & legal provisions
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Environmental & legal provisions	61,717,900	-	-	-

Total 61,717,900 - - -

Included in Environmental & legal provisions is N61.7billion acquired from business combination (Note 16)

NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued

33 Taxation
		THE GROUP		THE COMPANY
₦ '000	31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Hydrocarbon tax	8,726,359	10,465,777	-	-
Income tax expense	57,725,655	26,182,938	-	-
Minimum tax	-	938,117	-	-
Education tax	7,292,700	8,031,703	-	-
Under/(over) provision of prior year taxes	547,546	(9,086,792)	-	-
Total current tax 74,292,260 36,531,743 - -
Deferred taxation
Origination of temporary differences	(11,798,539)	21,168,302	-	-

Total deferred tax	(11,798,539)	21,168,302	-	-
Income tax expense	62,493,721	57,700,045	-	-

The Company did not incur corporate tax or minimum tax for the current and prior year, as it had no revenue. Its other income primarily comprises of franked investment income, which has been subjected to withholding tax (WHT) as a final tax.

The movement in the current and petroleum income tax liability is as follows:

	THE GROUP		THE COMPANY
₦ '000 31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
At 1 January 35,402,305	14,421,838	-	578,195
Tax paid (46,688,753)	(27,176,699)	-	(964,181)
Prior period (over)/under provision 547,546	(9,086,792)	-	-
Income tax charge for the year 73,744,714	45,618,535	-	-
Acquired in business combination(Note 16) 408,823,258	-	-	-
Foreign exchange difference (3,794,964)	11,625,423	-	385,986

At 31 December 468,034,106 35,402,305 - -

Investment in subsidiaries

Aradel Holdings Plc ( the parent) controls the following subsidiaries:

₦ '000	Effective Ownership	31-Dec-25	31-Dec-24
Aradel Energy Limited	100%	50,000	50,000
Aradel Investments Limited	100%	1,243,205	1,243,205
Aradel Refineries Limited	94.98%	14,431,022	14,431,022
Aradel Gas Limited	100%	10,000	10,000

15,734,227 15,734,227

Other subsidiaries controlled by Aradel Plc include ND Western Limited (81.667%) and Renaissance Africa Energy Holding Limited (53.33%) which are only consolidated at the group.

Commitments
As at 31 December 2025, the capital commitments in respect of PPE expenditures amounts to ₦51.7 billion (2024: ₦45.3 billion).
Translation reserve
Included in translation reserve are share of other comprehensive income of an associate and foreign currency translation reserve.
Fair value reserve
This represents the fair value changes in financial assets measured at fair value through other comprehensive income.
Non-Controlling Interest
Non-Controlling Interests represent the 5.02% ownership stake in Aradel Refineries Limited, 18.33% ownership stake in ND Western Limited and 46.67% ownership stake in Renaissance Africa Energy Holding Company Limited held outside the Group.
NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS - Continued
Related party disclosures

The consolidated financial statements include the financial statements of Aradel Holdings Plc and the subsidiaries listed in the following table:

	Country of incorporation	% effective equity interest
		2025	2024
Aradel Energy Limited	Nigeria	100	100
Aradel Gas Limited	Nigeria	100	100
Aradel Investments Limited	Nigeria	100	100
Aradel Refineries Limited	Nigeria	94.98	95.04
ND Western Limited	Nigeria	81.67	*41.67
Renaissance Africa Energy Holdings	Nigeria	53.33	-

*As at 31st December 2025 Aradel acquired additional 40% ownership interest in ND western Limited. In 2024 ND Western Limited remained an associate company in which the Group has a 41.667% ownership interest.

The ultimate parent of the Group is Aradel Holdings Plc.

Balances and transactions between the parent company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

The following transactions were carried out with related parties:

THE GROUP

(a) Year-end balances arising from sales/purchases of goods/services

₦ '000	2025	2024
Payables to related parties
ND Western Limited	153,749	24,281,086

The payable relates to Aradels share of the cost of funding initial deposit by ND Western as part of the overall funding carried by ND Western for the investment in Renaissance

The receivables are unsecured in nature and bear interest at commercial interest rates.

THE COMPANY -

(a) Year-end balances arising from sales/purchases of goods/services

₦ '000	2025	2024
Receivables
Aradel Energy Limited	98,380,785	154,818,387
Aradel Gas Limited	19,033,513	20,293,860
Aradel Refineries Limited	-	14,424,331
Aradel Investments Limited	31,577	-
Total 117,445,875 189,536,578
Payables
Aradel Investments Limited	-	(588,028)
Aradel Refineries Limited	(134,918)	-

Total (134,918) (588,028)

Holdings

ARADEL HOLDINGS PLC Lagos, Nigeria

UNAUDITED CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

(IN US DOLLARS)

CONSOLIDATED AND SEPARATE STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Other comprehensive income for the year, net of tax 3,484 3,465 3,484 3,465

Total comprehensive income for the year 268,082 178,562 16,990 116,306

FOR THE YEAR ENDED 31 DECEMBER 2025

			THE GROUP		THE COMPANY
$ '000 Notes		31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Revenue	4	459,628	392,754	-	-
Cost of sales	5	(275,050)	(151,806)	-	-

Dividend income		183	98	15,637	117,231
Other income/loss	6	144,517	(6,092)	554	(2,168)
Impairment loss	8	(89,179)	(9)	-	-
General and administrative expenses	7	(60,658)	(37,999)	(2,818)	(2,473)

Finance income	9	12,254	10,786	1,194	1,521
Finance costs	9	(15,733)	(15,009)	(1,061)	(1,270)

Share of profit of an associate	16	129,828	21,368	-	-

Tax expense	33	(41,192)	(38,994)	-	-

Profit attributable to:
Equity holders of the parent		262,432	174,285	13,506	112,841
Non-controlling interest		2,166	812	-	-

Net gain/loss on equity instruments at fair value through other comprehensive income	15	3,484	3,465	3,484	3,465


Total comprehensive income attributable to:
Equity holders of the parent		265,916	177,750	16,990	116,306

Non-controlling interest 2,166 812 - -

Basic & diluted earnings per share 12 $0.060 $0.040 $0.003 $0.026

CONSOLIDATED AND SEPARATE STATEMENTS OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

			THE GROUP		THE COMPANY
$ '000 Notes		31-Dec-25	31-Dec-24	31-Dec-25	31-Dec-24
Assets
Non-current assets
Property, plant and equipment	13a	3,492,415	440,715	-	-
Intangible assets	14	589	815	-	-
Deferred tax assets	17	699,853	-	-	-
Financial assets	15	41,908	28,196	17,670	11,824
Investment in associate	16	-	319,131	50,000	50,000
Investment in subsidiaries	34	-	-	51,355	51,355
Other receivables	20	118,000
RoU Assets	22	25,000

Current assets
Inventories	18	51,940	30,547	-	-
Trade and other receivables	19	1,788,416	44,780	81,827	124,071
Security deposit	21	2,665
Prepayments	23	1,251	218	-	6
Financial assets	15	1,022	323	-	-
Cash and Cash equivalents	24	1,027,160	268,217	12,873	48,429
Restricted cash	24	8,384	6,777	-	-
Total current assets		2,880,838	350,862	94,700	172,506
Total assets		7,258,603	1,139,719	213,725	285,685
Equity and liabilities
Shareholders' equity
Share capital	25	19,316	19,316	19,316	19,316
Share premium	25	78,955	78,955	78,955	78,955
Fair value reserve of financial assets at FVOCI	37	9,490	6,006	9,490	6,006
Retained earnings		976,077	803,446	96,408	172,703
Total equity attributable to equity holders of the company		1,083,838	907,723	204,169	276,980
Non-controlling interest	38	1,339,463	6,258	-	-
Total shareholders' equity		2,423,301	913,981	204,169	276,980
Non-current liabilities
Borrowings	26	1,246,133	27,237	6,468	7,255
Pensions & similar obligations	31	22,000
Deferred tax liabilities	17	-	34,749	-	-
Environmental & legal provisions	32	43,000
Decommissioning liabilities	27	1,019,803	24,060	-	-

Current liabilities
Trade, share based payment and other
payables	29	2,012,305	78,703	3,088	1,450
Contract liabilities	28	606	1,811	-	-
Taxation	33	326,088	23,059	-	-
Lease liability	30	15,000
Borrowings	26	150,367	36,119	-	-

Total current liabilities	2,504,366	139,692	3,088	1,450
Total liabilities	4,835,302	225,738	9,556	8,705
Total equity & liabilities	7,258,603	1,139,719	213,725	285,685

Adegbola Adesina

The financial statements were approved and authorised for issue by the Board of Directors on 3 February 2026 and signed on its behalf by:

Chief Financial Officer FRC/2021/001/00000024579

Adegbite Falade

Chief Executive Officer FRC/2021/003/00000025055

Osten Olorunsola

Chairman FRC/2025/PRO/DIR/003/043567

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