Year end - financial statement for 2025

.

Corporate information 3

Results at a glance 4

Statement of directors' responsibilities 5

Statement of directors' certification 6

Statement of securities trading policy 7

Statement of free trade rules status 8

Statement of profit or loss and other comprehensive income 9

Statement of financial position 10

Statement of changes in equity 11

Statement of cashflows 12

Notes to the financial statements 13-49

Statement of value added 50

Directors: Dr. Mike Adenuga (Jr), GCON - Chairman Mr. Ike Oraekwuotu - Acting CEO Dr. Moses Ebietsuwa Omatsola - Director Mr. Mike Jituboh - Director

Engr Babatunde Okuyemi - Director

Mr. Joshua Ariyo - Director

Mr. Ademola Idowu - Director

Miss Abimbola Michael - Adenuga - Executive Director

Mr. Salam Ajani Ismail - Executive Director, Finance

38/39 Marina Lagos https://www.conoilplc.com

43 Anthony Enahoro Street Utako

FCT Abuja. https://www.nexianigeria.com

Registrars: Meristem Registrars Limited 213 Herbert Macaulay Way Adekunle

Yaba

Lagos https://www.meristemregistrars.com

Guaranty Trust Bank Plc Sterling Bank Plc

United Bank for Africa Plc

In conformity with the provisions of Section 377 of the Companies and Allied Matters Act 2020, the Directors are responsible for the preparation of the financial statements which give a true and fair view in accordance with International Financial Reporting Standards (IFRSs) and in the manner required by the Companies and Allied Matters Act, 2020. In doing so, they ensure that:

In preparing the financial statements, the Directors are responsible for:

• Proper accounting records are maintained;

• Applicable accounting standards are complied with;

• Suitable accounting policies are adopted and consistently applied;

• Judgments and estimates made are reasonable and prudent;

• The going concern basis is used, unless it is inappropriate to presume that the Company will continue in business; and

  Internal control procedures are instituted which, as far as is reasonably possible, safeguards the assets

• and also prevents and detects fraud and other irregularities.

The Directors have made an assessment of the Company's ability to continue as a going concern and have no reason to believe the Company will not remain a going concern in the year ahead.

The financial statements of the Company for the period ended 31 December, 2025 were approved by the Directors on 30 January 2026

We, the undersigned, hereby certify the following with regards to the Financial Statements for the period ended 31 December, 2025 that:

1. We have reviewed the reports;

2. To the best of our knowledge, the report does not contain:

   1. Any untrue statement of a material fact, or

   2. Omit to state a material fact, which would make the statements misleading in the light of the circumstance under which such statement was made.

3. To the best of our knowledge, the financial statements and other financial information included in the report fairly present in all material respects the financial condition and results of operations of the Company as of, and for the periods presented in the reports.

4. We:

   1. Are responsible for establishing and maintaining internal controls;

   2. Have designed such internal controls to ensure that material information relating to the company and its consolidated subsidiary is made known to such officers by others within those entities particularly during the period in which the periodic reports are being prepared;

   3. Have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation as of that date.

   4. Have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation as of that date.

5. We have disclosed to the Auditors of the Company and Audit Committee:

   1. All significant deficiencies in the design or operation of internal controls which would adversely affect the company's ability to record, process, summarize and report financial data and have identified for the company's Auditors any material weakness in internal controls; and

   2. Any fraud, whether or not material, that involves management or other employees who have significant role in the Company's internal controls.

6. We have identified in the report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of our evaluation, including any corrective actions with regard to significant deficiencies and material weakness.

Finance Director Acting CEO

FRC/2018/ICAN/00000018798 FRC/2016/NIM/00000015427

In compliance with Rule 17.15 Disclosure of Dealings in Issuers' Shares, Rulebook of the Exchange 2015 (Issuers Rule) Conoil Plc maintains effective Security Trading Policy which guides Directors, Audit Committee members, employees and all individuals categorized as insiders as to their dealing in the Company's shares.

The Policy is regularly reviewed and updated by the Board. The Company has made specific inquiries of all the directors and other insiders and is not aware of any infringement.

Finance Director Acting CEO

FRC/2018/ICAN/00000018798 FRC/2016/NIM/00000015427

Conoil Plc with a free float percentage of 25.59% as at 31 December 2025, is compliant with The Exchange's Free Float requirements for the companies listed on the Main Board.

Revenue 5

Cost of sales 6

Other operating income 7

Other gains or losses 8

Distribution expenses 9

Administrative expenses 10

Finance cost 11

Income tax expense 13

Basic earnings per share (kobo) 14

Diluted earnings per share (kobo) 14

323,127,667

(296,773,205)

35,977

60,618

(6,892,458)

(4,600,815)

(3,953,746)

(2,230,505)

-

1,264

1,264

The notes on pages 13 to 49 form part of these financial statements.

These financial statements were approved by the Board of Directors on 30 January, 2026 and signed on its behalf by:

Finance Director Director Acting CEO FRC/2018/ICAN/00000018798 FRC/2013/COMEG/0000FRC/2016/NIM/00000015427

The notes on pages 13 to 49 form part of these financial statements.

The notes on pages 13 to 49 form part of these financial statements.

(41,238,554)

The notes on pages 13 to 49 form part of these financial statements.

1. The Company

   Conoil Plc ("The Company") was incorporated in 1960. The Company's authorised share capital is 700,000,000 ordinary shares of 50k each.

   The Company was established to engage in the marketing of refined petroleum products and the manufacturing and marketing of lubricants, household and industrial chemicals.

   1. Composition of Financial Statements

      The financial statements are drawn up in Nigerian Naira, the financial currency of Conoil Plc, in accordance with IFRS accounting presentation. The financial statements comprise:

      • Statement of profit or loss and other comprehensive income

      • Statement of financial position

      • Statement of changes in equity

      • Statement of cash flows

      • Notes to the financial statements

        Additional information provided by the management includes:

      • Value added statement

      • Five-year financial summary

   2. Financial period

      These financial statements cover the financial year from 1 January 2025 to 31 December 2025 with comparative figures for the financial year from 1 January 2024 to 31 December 2024.

2. Adoption of new and revised International Financial Reporting Standards (IFRS) and Interpretations by the International Financial Reporting Interpretations Committee (IFRIC)
   1. Accounting standards and interpretations issued and effective

      The following revisions to accounting standards and pronouncements were issued and effective at the reporting period.

      Effective for the financial year commencing 1 January 2024

      • Classification of liabilities as current and Non current (Amendment to IAS 1)

      • Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

      • Sales and contribution of Asset between an investor and its associate or Joint venture(Amendment to IFRS 10 and IAS 28)

      Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

   2. Accounting standards and interpretations issued but not yet effective

      The following revisions to accounting standards and pronouncements that are applicable to the Company were issued but are not yet effective. Where IFRSs and IFRIC interpretations listed below permit early adoption, the Company has elected not to apply them in the preparation of these financial statements.

      The full impact of these IFRSs and IFRIC Interpretations is currently being assessed by the company, but none of these pronouncements are expected to result in any material adjustments to the financial statements.

      Effective for the financial year commencing 1 January 2025

      • Revenue from Contracts with Customers (Amendement to IFRS 15)

      • Lease Accounting (Amendment to IFRS 16)

      • Borrowing Costs (Amendment to IAS 23)

      • Financial Instruments (Amendment to IFRS 9)

      • Sustainability Reporting Standards (ESG-related Standards)

      • Insurance Contracts (Amendment to IFRS 17))

      
      
      

      NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

      1. Accounting standards and interpretations issued and effective

         All standards and interpretations will be adopted at their effective date and their implications on the Company are stated below:

         Standard

         Amendments to IAS 1 -

         Classification of Liabilities as Current or Non-current Liabilities with Covenants.

         Nature of change Required to be

         implemented for periods beginning on or after

         Amendments made to IAS 1 Presentation of Financial Statements in 1 January 2024 2020 and 2022 clarified that liabilities are classified as either current

         or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the entity's expectations or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant).

         The standard allows a choice between recognising changes in discount rates either in the income statement or directly in other comprehensive income. The choice is likely to reflect how insurers account for their financial assets under IFRS 9.

         An optional, simplified premium allocation approach is permitted for the liability for the remaining coverage for short duration contracts, which are often written by non-life insurers.

         Covenants of loan arrangements will not affect classification of a liability as current or non-current at the reporting date if the entity must only comply with the covenants after the reporting date. However, if the entity must comply with a covenant either before or at the reporting date, this will affect the classification as current or non-current even if the covenant is only tested for compliance after the reporting date. The amendments require disclosures if an entity classifies a liability as non-current and that liability is subject to covenants that the entity must comply with within 12 months of the reporting date. The disclosures include:

         •the carrying amount of the liability

         •information about the covenants, and

         •facts and circumstances, if any, that indicate that the entity may have difficulty complying with the covenants.

         The amendments also clarify what IAS 1 means when it refers to the

         'settlement' of a liability. Terms of a liability that could, at the option of the counterparty, result in its settlement by the transfer of the entity's own equity instrument can only be ignored for the purpose of classifying the liability as current or non-current if the entity classifies the option as an equity instrument. However, conversion options that are classified as a liability must be considered when determining the current/non-current classification of a convertible note.

         The amendments must be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Special transitional rules apply if an entity had early adopted the 2020 amendments regarding the classification of liabilities as current or non-current.

         
         
         
         1. Accounting standards and interpretations issued and effective (continued) Standard Nature of change Required to be implemented for periods beginning on or after

            Supplier finance

            arrangements (Amendments to IAS 7 and IFRS 7)

            The IASB has issued new disclosure requirements about 1 January 2024

            supplier financing arrangements ('SFAs'), after feedback to an IFRS Interpretations Committee agenda decision highlighted that the information required by IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures falls short of meeting user information needs. The objective of the new disclosures is to provide information about SFAs that enables investors to assess the effects on an entity's liabilities, cash flows and the exposure to liquidity risk.

            The new disclosures include information about the following: The terms and conditions of SFAs.

            1. The carrying amounts of financial liabilities that are part of SFAs and the line items in which those liabilities are

               presented.

            2. The carrying amount of the financial liabilities in (b) for which suppliers have already received payment from the finance providers.

            3. The range of payment due dates for both the financial liabilities that are part of SFAs, and comparable trade payables that are not part of such arrangements.

            4. Non-cash changes in the carrying amounts of financial liabilities in (b).

            5. Access to SFA facilities and concentration of liquidity risk with finance providers.

               The IASB has provided transitional relief by not requiring comparative information in the first year, and also not requiring disclosure of specified opening balances. Further, the required disclosures are only applicable for annual periods during the first year of application. Therefore, the earliest that the new disclosures will have to be provided is in annual financial reports for December 2024 year-ends, unless an entity has a financial year of less than 12 months.

               
               
               
               1. Accounting standards and interpretations issued and effective (continued) Standard Nature of change Required to be implemented for periods beginning on or after

                  Amendments to

                  IFRS 10 and IAS

                  28 - Sale or contribution of assets between an investor and its associate or joint venture

                  Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback

                  The IASB has made limited scope amendments to IFRS 10 1 January 2024

                  Consolidated financial statements and IAS 28 Investments in Associates and Joint Ventures.

                  The amendments clarify the accounting treatment for sales or contribution of assets between an investor and its associates or joint ventures. They confirm that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a 'business' (as defined in IFRS 3 Business Combinations). Where the non-monetary assets constitute a business, the investor will recognise the full gain or loss on the sale or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognised by the investor only to the extent of the other investor's investors in the associate or joint venture. The amendments apply prospectively. In December 2015, the IASB decided to defer the application date of this amendment until such time as the IASB has finalised its research project on the equity method. The directors do not anticipate that the application of the amendments will have an impact on the financial statements.

                  In September 2022, the IASB finalised narrow-scope amendments to the requirements for sale and leaseback transactions in IFRS 16 Leases which explain how an entity accounts for a sale and leaseback after the date of the transaction.

                  The amendments specify that, in measuring the lease liability subsequent to the sale and leaseback, the seller-lessee determines 'lease payments' and 'revised lease payments' in a way that does

                  not result in the seller-lessee recognising any amount of the gain 1 January 2024 or loss that relates to the right of use that it retains. This could

                  particularly impact sale and leaseback transactions where the lease payments include variable payments that do not depend on an index or a rate.

                  The amendements are not expected to have material effect on the financial statements.

                  
                  
                  
               2. Accounting standards and interpretations issued but not yet effective
               Standard Nature of change Required to be implemented for periods beginning on or after

               IFRS 18 - Presentation

               and disclosure in financial statements.

               In April 2024, the IASB issued IFRS 18, which replaces IAS 1

               Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new.

               1 January 2027

               IFRS 9 Financial Instruments - Lessee Derecognition of Lease Liabilities

               It also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified 'roles' of the primary financial statements (PFS) and the notes.

               Earlier application of IFRS 18 is permitted. The standard and other amendments to it shall be applied retrospectively.

               Paragraph 2.1 of IFRS 9 has been amended to clarify that, when a lessee has determined that a lease liability has been extinguished in accordance with IFRS 9, the lessee is required to apply paragraph 3.3.3 and recognise any resulting gain or loss in profit or loss. However, the amendment does not address how a lessee distinguishes between a lease modification as defined in IFRS 16 and an extinguishment of a lease liability in accordance with IFRS 9.

               Earlier application is permitted. Paragraph 5.1.3 of IFRS 9 has been amended to replace the reference to 'transaction price as defined by IFRS 15 Revenue from Contracts with Customers' with 'the amount determined by applying IFRS 15'. The use of the term 'transaction price' in relation to IFRS 15 was potentially confusing and so it has been removed. The term was also deleted from Appendix A of IFRS 9.

               1 January 2026

               
               
               
         2. Accounting standards and interpretations issued but not yet effective (continued)
         Standard Required to be implemented for periods beginning on or after

         IFRS 19 -

         Subsidiaries without Public Accountability: Disclosures

         Lack of exchangeability -Amendments to IAS 21

         In May 2024, the IASB issued IFRS 19, which allows eligible entities to elect to apply its reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards. To be eligible, at the end of the reporting period, an entity must be a subsidiary as defined in IFRS 10, cannot have public accountability and must have a parent (ultimate or intermediate) that prepares consolidated financial statements, available for public use, which comply with IFRS accounting standards.

         Early application of this standard is permitted.

         In August 2023, the IASB issued amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows.

         Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on the financial statements. These disclosures might include: • the nature and financial impacts of the currency not being exchangeable; • the spot exchange rate used; • the estimation process; and • risks to the company because the currency is not exchangeable.

         An entity is not permitted to restate comparative information when applying the amendments, Early adoption is permitted but will need to be disclosed.

         1 January 2027

         1 January 2025

         
         
         
      2. Accounting standards and interpretations issued but not yet effective (continued)
      Standard Nature of change Required to be implemented for periods beginning on or after

      Classification and

      Measurement of Financial Instruments -Amendments to IFRS 9 and IFRS 7

      In May 2024, the Board issued Amendments to the Classification

      and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7), which:

      • Clarifies that a financial liability is derecognised on the 'settlement date', i.e., when the related obligation is discharged, cancelled, expires or the liability otherwise qualifies for derecognition. It also introduces an accounting policy option to derecognise financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met

      • Clarified how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features

      • Clarifies the treatment of non-recourse assets and contractually linked instruments

      • Requires additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG-linked), .and equity instruments classified at fair value through other comprehensive income.

      Earlier application of these amendments is permitted.

      1 January 2026

      
      
      2.2 Accounting standards and interpretations issued but not yet effective (continued) Standard

      Amendments to IFRS 10 and IAS 28 - Sale or contribution of assets between an investor and its associate or joint venture

      Nature of change Required to be implemented for periods beginning on or after

      The IASB has made limited scope amendments to IFRS 10 'N/A**

      Consolidated financial statements and IAS 28 Investments in Associates and Joint Ventures.

      The amendments clarify the accounting treatment for sales or contribution of assets between an investor and its associates or joint ventures. They confirm that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a 'business' (as defined in IFRS 3 Business Combinations). Where the non-monetary assets constitute a business, the investor will recognise the full gain or loss on the sale or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognised by the investor only to the extent of the other investor's investors in the associate or joint venture. The amendments apply prospectively.

      ** In December 2015, the IASB decided to defer the application date of this amendment until such time as the IASB has finalised its research project on the equity method. The directors believe that the adoption of this amendments will not have impact on the company's financial statements.

3. Material accounting policies
   1. Statement of compliance

      The annual financial statements are prepared in accordance with International Financial Reporting Standards (IFRSs) and the requirements of the Companies and Allied Matters Act (CAMA) and the Financial Reporting Council of Nigeria Act.

      The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies adopted are set out below.

   2. Accounting principles and policies

      The financial statements have been prepared in accordance with the Company's accounting policies approved by the Board of Directors of the Company.

   3. Revenue recognition

      Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts and sales related taxes (where applicable) as provided in the contract with the customers.

      Exchanges of petroleum products within normal trading activities do not generate any income and therefore these flows are shown at their net value in both the statement of profit or loss and other comprehensive income and the statement of financial position.

      1. Sale of goods

         Revenue is measured based on the consideration stated in the contract with a customer while it recognises revenue when control over the good or service is transferred to a customer.

         The timing of the satisfaction of performance obligation in contract with a customer, including significant payment terms and related revenue policies are met when:

         • the good or service is delivered to a customer or its premises in line with the contract term.

         • the customer accepts the good or service.

         • obtain full control of the good or service delivered.

         • at a point in time, invoices are generated and revenue is recognised in the books.

      2. Interest revenue

         Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

      3. Service income

         Service income represents income from Entity's property at service stations while rental income represents income from letting of the entities building. Both service income and rental income are credited to the statement of comprehensive income when they are earned.

   4. Foreign currency translation

      The financial statements of the Company are prepared in Nigerian Naira which is its functional currency and presentation currency.

      In preparing the financial statements, transactions in currencies other than the Company's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting year, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

      3. Material accounting policies (Continued)
   5. Pensions and other post-employment benefits

      The Company operates a defined contribution pension plan for its employees and pays fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior years.

      In addition, payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions.

   6. The Company also operated a gratuity scheme for its qualified employees prior to 2008 which it has discontinued.

      The tax expense represents the sum of the tax currently payable and deferred tax.

      1. Current tax

         The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

         The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the reporting date.

      2. Deferred tax

         Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

         The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

         Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised based on tax laws and rates that have been enacted at the reporting date. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

         Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

   7. Property, plant and equipment

Property, plant and equipment held for use in the production or supply of goods or services, or for administrative purposes, are stated in the statement of financial position at cost less accumulated depreciation and accumulated impairment losses.

The initial cost of the property plant and equipment comprise of its purchase price or construction cost, any directly attributable cost to bringing the asset into operation, the initial estimate of dismantling obligation (where applicable) and any borrowing cost.

1. Material accounting policies (Continued)
   1. Property, plant and equipment (Continued)

      Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and assets under construction) less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting year, with the effect of any changes in estimate accounted for on a prospective basis. The basis for

      depreciation is as follows:	Estimated useful life	Rate
      Freehold land and buildings	20 - 50 Years	5%
      Leasehold land and buildings	20 - 50 Years	Over the period of the lease
      Plant and machinery	5 - 10 Years	15%
      Motor vehicles	2 - 5 Years	25%
      Furniture, fittings and equipment:
      - Office furniture	3 - 12 Years	15%
      - Office equipment	5 - 15 Years	15%
      - Computer equipment	2 - 10 Years	33.33%
      Intangible Assets - Software	5 - 10 Years	10%

      Freehold land and Assets under construction are not depreciated.

      Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives.

      An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

   2. Intangible assets

      Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

      Intangible assets are amortised on a straight-line basis over the following periods: Software 10 Years 10%

      Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

      An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains and losses arising from derecognition of an intangible asset is measured as difference between the net disposal proceeds and the carrying amount of the asset are recognised as profit or loss when the asset is derecognised.

   3. Investment property

      Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes).

      The initial cost of the investment property comprise of its purchase price or construction cost, any cost directly attributable to bringing the asset into operation, the initial estimating of dismantling obligation (where applicable) and any borrowing cost.

      Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and assets under construction) less their residual values over their useful lives, using the straight-line method.

      The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting year, with the effect of any changes in estimate accounted for on a prospective basis. The basis for depreciation is as follows:

      Leasehold land and buildings 20 Years 5%

      An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year in which the property is derecognised.

      
      
      3. Material accounting policies (Continued)
   4. Impairment of long lived assets

      The recoverable amounts of intangible assets and property, plant and equipment are tested for impairment as soon as any indication of impairment exists. This test is performed at least annually. The recoverable amount is the higher of the fair value (less costs to sell) or its value in use.

      Assets are grouped into cash-generating units (or CGUs) and tested. A cash-generating unit is a homogeneous group of assets that generates cash inflows that are largely independent of the cash inflows from other groups of assets. The value in use of a CGU is determined by reference to the discounted expected future cash flows, based upon the management's expectation of future economic and operating conditions. If this value is less than the carrying amount, an impairment loss on property, plant and equipment, or on other intangible assets, is recognised either in "Depreciation, depletion and amortization of property, plant and equipment, or in "Other expense", respectively. Impairment losses recognised in prior years can be reversed up to the original carrying amount, had the impairment loss not been recognised.

      Where an impairment loss subsequently reverses, the carrying amount of the asset (or a cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount in which case the reversal of the impairment loss is treated as a revaluation increase.

   5. Non-current assets held for sale

      Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell.

      Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

   6. Inventories

      Inventories are valued at lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less estimated selling expenses. Cost is determined on weighted average basis and includes all costs incurred in acquiring the inventories and bringing them to their present location and condition.

   7. Cash and cash equivalents

      Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions and highly liquid short term investments that are convertible into known amounts of cash and are subject to insignificant risks of changes in value. Investments with maturity greater than three months or less than twelve months are shown under current assets.

   8. Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

1. Material accounting policies (Continued)
   1. Provisions (Continued)

      1. Onerous contracts

         Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract.

      2. Restructuring

      A restructuring provision is recognised when the Company has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the Company.

   2. Financial instruments

      Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

      1. Financial assets

         All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

         1. Amortised cost and effective interest method

            The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

            Income is recognised on an effective interest basis for debt instruments measured subsequently at amortised cost. Interest income is recognised in profit or loss and is included in the "investment income" line item.

         2. Classification of financial assets

            All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis.

            Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

            All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

            Debt instruments that meet the following conditions are measured subsequently at amortised cost:

            • the financial asset is held within a business model whose objective is to hold financial assets in order to

              collect contractual cash flows; and

            • the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments

              of principal and interest on the principal amount outstanding.

              1. Material accounting policies (Continued)
                 1. Classification of financial assets (Continued)

                    Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI):

                    • the financial asset is held within a business model whose objective is achieved by both collecting contractual

                      cash flows and selling the financial assets; and

                    • the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

                      Trade and other receivables

                      Trade and other receivables are initially recognised at fair value, and are subsequently classified as loans and receivables and measured at amortised cost using the effective interest rate method. The provision for impairment of trade and other receivables is established when there is objective evidence that the Company will not be able to collect all amounts due in accordance with the original terms of the credit given and includes an assessment of recoverability based on historical trend analyses and events that exist at reporting date. The amount of the provision is the difference between the carrying value and the present value of estimated future cash flows, discounted at the effective interest rate computed at initial recognition.

                      Despite the foregoing, the Company may make the following irrevocable election/designation at initial recognition of a financial asset:

                    • the Company may irrevocably elect to present subsequent changes in fair value of an equity investment in other

                      comprehensive income if certain criteria are met; and

                    • the Company may irrevocably designate a debt investment that meets the amortised cost or FVTOCI

                      Cash and cash equivalents

                      Cash and cash equivalents comprise cash on hand, demand deposits and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Bank overdrafts are not offset against positive bank balances unless a legally enforceable right of offset exists, and there is an intention to settle the overdraft and realise the net cash simultaneously, or to settle on a net basis. All short term cash investments are invested with major financial institutions in order to manage credit risk.

                 2. Foreign exchange gains and losses

                    The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. The foreign exchange component forms part of its fair value gain or loss. Therefore, for financial assets that are classified as at FVTPL, the foreign exchange component is recognised in profit or loss.

                    For foreign currency denominated debt instruments measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the financial assets and are recognised in the 'other gains and losses' line item in the Profit or loss.

                 3. Impairment of financial assets

              Financial assets that are measured at amortised cost are assessed for impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial assets, the estimated future cash flows of the asset have been affected.

              The Company recognises loss allowances for Expected Credit Losses (ECLs) on:

              • Financial assets measured at amortised cost;

              • Debt investments measured at FVOCI; and

              • Contract assets.

                The Company measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs:

              • Debt securities that are determined to have low credit risk at the reporting date; and

              • Other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected

              
              
              FOR THE YEAR ENDED 31 DECEMBER 2025 3. Material accounting policies (Continued) d. Impairment of financial assets (Continued)

              Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs

              When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company's historical experience and informed credit assessment and including forward-looking information.

              The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

              Measurement of ECLs

              ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive).

              ECLs are discounted at the effective interest rate of the financial asset. Objective evidence of impairment could include:

              • significant financial difficulty of the issuer or counterparty or

              • breach of contract, such as a default or delinquency in interest or principal payments or

              • it becoming probable that the borrower will enter bankruptcy or financial reorganisation or

              • the disappearance of an active market for that financial asset because of financial difficulties

              For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Company's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 60 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

              The amount of the impairment loss recognised is the difference between the asset's carrying amount and the present value of estimated future cash flows reflecting the amount of collateral and guarantee, discounted at the financial asset's original effective interest rate.

              The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written-off against the allowance account.

              Subsequent recoveries of amounts previously written-off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

              If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

              e. Derecognition of financial assets

              The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

              On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

              On derecognition of a financial asset that is classified as fair-value-through-other-comprehensive-income (FVTOCI), the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss, but is reclassified to retained earnings.

              
              
              

              FOR

              1. Material accounting policies (Continued)

                 3.15 Financial instruments

      2. Financial liabilities and equity

         1. Classification as debt or equity

            Debt and equity instruments issued by a Company entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

         2. Equity instruments

            An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

         3. Financial liabilities

            Financial liabilities are classified as either financial liabilities 'at FVTPL' or 'other financial liabilities'. The Company does not have financial liabilities classified as financial liabilities 'at FVTPL'.

            Other financial liabilities

            Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.

            The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

         4. Foreign exchange gains and losses

            For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in the 'other gains and losses' line item (note 8) in the profit or loss.

            The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period, For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss.

         5. De-recognition of financial liabilities

            The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

   3. Creditors and accruals

      Creditors and accruals are the financial obligations due to third parties and are falling due within one year. The outstanding balances are not interest bearing and are stated at their nominal value.

   4. Asset retirement obligations

      Asset retirement obligations, which result from a legal or constructive obligation, are recognised based on a reasonable estimate in the year in which the obligation arises. The associated asset retirement costs are capitalized as part of the carrying amount of the underlying asset and depreciated over the useful life of this asset. An entity is required to measure changes in the liability for an asset retirement obligation due to the passage of time (accretion) by applying a risk-free discount rate to the amount of the liability. The increase of the provision due to the passage of time is recognised as part of finance cost.

   5. Related parties

      Parties are considered to be related if one party has the ability to control or jointly control the other party or exercise significant influence over the other party in making financial and operating decisions. Key management personnel are also regarded as related parties. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the company, directly or indirectly, including all executive and non-executive directors. Related party transactions are those where a transfer of resources or obligations between related parties occur, regardless of whether or not a price is charged.

      
      
      
2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 3, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Determining whether non-current assets are impaired requires an estimation of the value in use of the cash generating units to which assets have been allocated. The value in use calculation requires the Company to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. The assets were tested for impairment and there was no indication of impairment observed after testing. Therefore, no impairment loss was recognised during the year.

1. Revenue

   The following is the analysis of the Company's revenue for the year from continuing operations (excluding investment income).

   Revenue from sale of petroleum products

   1. All the sales were made within Nigeria.

2. Segment information

December December 2024 N'000

301,720,553

323,127,667

The reportable segments of Conoil Plc are strategic business units that offer different products. The report of each segment is reviewed by management for resource allocation and performance assessment.

Operating segments were identified on the basis of differences in products. The Company has identified three operating and reportable segments: White products, Lubricants and Liquefied Petroleum Gas (LPG). The White products segment is involved in the sale of Premium Motor Spirit (PMS), Aviation Turbine Kerosene (ATK), Dual Purpose Kerosene (DPK), Low-pour Fuel Oil (LPFO) and Automotive Gasoline/grease Oil (AGO). The products under the lubricants segment are Lubricants transport, Lubricants industrial, Greases, Process Oil and Bitumen. Products traded under LPG segment are Liquefied Petroleum Gas - Bulk, Liquefied Petroleum Gas - Packed, cylinders and valves.