Independent Oil & Resources : IOTA- FS 31.12.2022

INDEPENDENT OIL & RESOURCES PLC

REPORT AND FINANCIAL STATEMENTS

For the year ended 31 December 2022

INDEPENDENT OIL & RESOURCES PLC

REPORT AND FINANCIAL STATEMENTS

31 December 2022

CONTENTS

PAGE

Board of Directors and other Corporate Information	1
Report of the Board of Directors	2
Independent Auditor's Report	3 - 6
Statement of Profit or Loss and Other Comprehensive Income	7
Statement of Financial Position	8
Statement of Changes in Equity	9
Statement of Cash Flows	10
Notes to the Financial Statements	11 - 32

INDEPENDENT OIL & RESOURCES PLC

BOARD OF DIRECTORS AND OTHER CORPORATE INFORMATION

Board of Directors	Jan Egil Moe (Chairman)
	Anastasia Demosthenous (resigned on 24 February 2023)
	Robert Arnott
	Marios Tornaritis (appointed on 24 February 2023)
Company Secretary	Fidelius Management Services Ltd (resigned on 1 March 2023)
	Marios Tornaritis (appointed on 1 March 2023)
Independent Auditors	Ernst & Young Cyprus Limited
	Certified Public Accountants and Registered Auditors
	27 Spyrou Kyprianou Ave.,
	4003 Mesa Yitonia
	Limassol
	Cyprus
Registered office	Spyrou Araouzou 37
	Limassol
	3036
	Cyprus
Bankers:	Nordea Bank
	Bank of Cyprus Public Company Ltd
Registration number	ΗΕ319278

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Ernst & Young Cyprus Ltd	Tel: [phone]
Ernst & Young House	Fax: [phone]
27 Spyrou Kyprianou	ey.com
4001 Mesa Geitonia
P.O. Box 50123
3601 Limassol, Cyprus

Independent Auditor's Report

To the Members of Independent Oil & Resources Plc

Report on the Audit of the Financial Statements

Qualified Opinion

We have audited the financial statements of Independent Oil & Resources Plc (the "Company"), which are presented in pages 7 to 32 and comprise the statement of financial position as at 31 December 2022, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, except for the possible effects of the matters 1 and 2, and the effects of matter 3, described in the Basis for Qualified Opinion section of our report, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2022, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.

Basis for Qualified Opinion

1. The Company's investment in Noco Oil & Resources Ltd ("Noco"), an associate company accounted for using the equity method (note 13), is carried at NOK 31.532.499 on the statement of financial position as at 31 December 2022, and the Company's share of net loss of NOK 3.323.938 is included in the Company's statement of profit or loss and other comprehensive income for the year then ended. We were unable to obtain sufficient appropriate audit evidence about the carrying amount of the Company's investment in Noco as at 31 December 2022 due to the fact that Noco has not prepared audited consolidated financial statements for the year 2022, and therefore the equity accounting is based on the separate financial statements of Noco. Consequently, we are unable to determine whether any adjustments to these amounts were necessary. Our audit opinion for the year ended 31 December 2021 was qualified on the same grounds. The associate company was carried at NOK 31.190.929 on the statement of financial position as at 31 December 2021, and the Company's share of Noco's net profit of NOK 1.613.460 was included in the
   Company's statement of profit or loss and other comprehensive income for the year then ended, based on the separate financial statements of Noco.
2. The Company's investment in Epsis AS ("Epsis"), an associate company accounted for using the equity method
   (note 13), is carried at NOK nil on the statement of financial position as at 31 December 2022, and no share of net result for the Company's share was recognised in the Company's statement of profit or loss and other comprehensive income for the year then ended. An impairment charge of an amount of NOK 2.888.655 has been included in the
   Company's statement of profit or loss and other comprehensive income. We were unable to obtain sufficient appropriate audit evidence about the carrying amount of the Company's investment in Epsis as at 31 December 2022 due to the fact that Epsis has not yet prepared its financial statements for the year 2022, and therefore we were not able to obtain sufficient audit evidence regarding its equity value recorded in the statement of financial position as at

1. December 2022 as well as to the amount of the impairment charge recognised for the year then ended. Consequently, we are unable to determine whether any adjustments to these amounts were necessary. Our audit opinion for the year ended 31 December 2021 was qualified on the same grounds. The associate company was carried at NOK 1.500.000 on the statement of financial position as at 31 December 2021, and the Company's share of Epsis's net loss of NOK 545.365 was included in the Company's statement of profit or loss and other comprehensive income for the year then ended.

1. The Company's derivative with carrying amount of NOK 210.000 as at 31 December 2022 is classified as a derivative financial liability at fair value through profit or loss on the statement of financial position as at 31 December 2022. The fair value of the Company's derivative as at 31 December 2022 has not been determined due to the fact that management has not prepared a valuation in accordance with the requirements of IFRS 9 Financial Instruments. Consequently, it was not practicable for us to determine the effects of this departure from the requirements of IFRS

1. on the statement of financial position as at 31 December 2022 and the statement of profit or loss and other comprehensive income for the year then ended.

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Ernst & Young Cyprus Ltd is a member firm of Ernst & Young Global Ltd.

Ernst & Young Cyprus Ltd is a limited liability company incorporated in Cyprus with registration number HE 222520. A list of the directors' names is available at the company's registered office, Jean Nouvel Tower, 6 Stasinou Avenue, 1060 Nicosia, Cyprus.

Offices: Nicosia, Limassol.