OANDO : QUARTER 1 FINANCIAL STATEMENT FOR 2023

Unaudited Interim Consolidated and Separate Interim Financial Statements For the three months ended 31 March 2023 and 2022

Oando PLC

UNAUDITED INTERIM CONSOLIDATED & SEPARATE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023 AND 2022

CONTENTS	PAGE
Unaudited consolidated and separate statements of profit or loss & other comprehensive income	3 - 6
Unaudited consolidated and separate statements of financial position	7
Unaudited consolidated and separate statements of changes in equity	8
Unaudited consolidated and separate statements of cash flows	9
Notes to the interim financial statements	10 - 31

2

Oando PLC

UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

UNAUDITED STATEMENT OF PROFIT OR LOSS

FOR THE PERIOD ENDED 31 MARCH 2023 AND 2022

		Three months	Three months
GROUP	NOTES	ended 31 March	ended 31 March
		2023	2022
		N'000	N'000
Revenue from contract with customers	3.3	537,592,979	415,610,600
Cost of sales		(525,300,979)	(402,182,141)
Gross profit		12,292,000	13,428,459
Other operating income	4	4,621,693	7,936,462
Reversal/(impairment) of financial assets, net	5	399,785	(386,707)
Administrative expenses		(18,468,036)	(18,491,338)
Operating (expense)/income	3.3	(1,154,558)	2,486,876
Finance cost		(23,625,258)	(17,990,754)
Finance income		2,682,195	2,412,050
Net finance cost	3.3	(20,943,063)	(15,578,704)
Loss before income tax	3.3	(22,097,621)	(13,091,828)
Income tax expense	3.3	(5,828,504)	(1,989,744)
Loss for the period		(27,926,125)	(15,081,572)
Loss attributable to:
Equity holders of the parent		(27,459,440)	(14,056,211)
Non-controlling interest		(466,685)	(1,025,361)
		(27,926,125)	(15,081,572)
Loss per share from attributable to ordinary equity holders
of the parent during the period (expressed in Naira per share):
Basic and diluted loss per share from loss for the period	22	(2)	(1)

The accounting policies and notes form an integral part of these unaudited interim consolidated and separate financial statements.

3

Oando PLC

UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

UNAUDITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 MARCH 2023 AND 2022

	Three months	Three months
GROUP	ended 31 March	ended 31 March
	2023	2022
	N'000	N'000
Loss for the period	(27,926,125)	(15,081,572)
Other comprehensive income:
Items that may be reclassified to profit or loss in subsequent periods:	(593,865)	6,058,840
Exchange differences on translation of foreign operations
Share of associate's foreign currency translation reserve	43,972	(113,737)
Other comprehensive (loss)/profit for the period	(549,893)	5,945,103
Items that may not be reclassified to profit or loss in subsequent periods:	-	-
Remeasurement gain on defined benefit plan
Other comprehensive (loss)/profit for the period	(549,893)	5,945,103
Total comprehensive loss for the period	(28,476,018)	(9,136,469)
Attributable to:	(27,812,596)	(8,288,651)
- Equity holders of the parent
- Non-controlling interests	(663,422)	(847,818)
Total comprehensive loss for the period	(28,476,018)	(9,136,469)

4

Oando PLC

UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

UNAUDITED STATEMENT OF PROFIT OR LOSS

FOR THE PERIOD ENDED 31 MARCH 2023 AND 2022

		Three months	Three months
COMPANY	NOTES	ended 31 March	ended 31 March
		2023	2022
		N'000	N'000
Revenue from contract with customers		455,009,878	370,915,323
Cost of sales		(455,004,180)	(372,037,710)
Gross profit/(loss)		5,698	(1,122,387)
Other operating income	4	5,460,783	12,236,744
(Impairment)/reversal of impairment of financial assets, net	5	(1,422,291)	1,447,092
Administrative expenses		(9,391,671)	(7,245,604)
Operating (loss)/profit		(5,347,481)	5,315,845
Finance cost		(5,787,489)	(4,519,197)
Finance income		788,904	570,243
Net finance cost		(4,998,585)	(3,948,954)
(Loss)/profit before income tax		(10,346,066)	1,366,891
Income tax expense		(2,280,873)	(1,854,577)
Loss for the period		(12,626,939)	(487,686)
Loss attributable to:
Equity holders of the parent		(12,626,939)	(487,686)
Non-controlling interest		-	-
		(12,626,939)	(487,686)
Loss per share from attributable to ordinary equity holders
of the parent during the period (expressed in Naira per share):
Basic and diluted loss per share from loss for the period	22	(1)	(0)

The accounting policies and notes form an integral part of these unaudited interim consolidated and separate financial statements.

5

Oando PLC

UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

UNAUDITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 MARCH 2023 AND 2022

	Three months	Three months
COMPANY	ended 31 March	ended 31 March
	2023	2022
	N'000	N'000
Loss for the period	(12,626,939)	(487,686)
Other comprehensive loss:
Total comprehensive loss for the period	(12,626,939)	(487,686)
Attributable to:	(12,626,939)	(487,686)
- Equity holders of the parent
- Non-controlling interests	-	-
Total comprehensive loss for the period	(12,626,939)	(487,686)

6

Oando PLC

UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

UNAUDITED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2023 AND 31 DECEMBER 2022

		Group	Group	Company	Company
		2023	2022	2023	2022
Assets	NOTES	N'000	N'000	N'000	N'000
Non-current assets				1,411,548	1,499,606
Property, plant and equipment	6	420,809,603	462,706,448
Intangible assets	7	320,502,785	312,500,299	11,223	14,964
Investment property	8	4,450,000	4,450,000	4,450,000	4,450,000
Right-of-use assets	9	7,205,940	7,818,960	3,928,909	4,311,850
Investment in associates	10	1,791,357	1,747,385	-	-
Deferred income tax assets		649,698	633,750	-	-
Finance lease receivables		90,518,797	88,458,693	18,208,688	18,446,135
Investment in subsidiaries		-	-	22,467,109	22,467,109
Prepayments		90,523	102,103	9,463	9,463
Restricted cash	16a	5,902,114	3,600,838	-	-
		851,920,817	882,018,476	50,486,940	51,199,127
Current assets				-	-
Inventories	13	7,381,274	1,807,163
Derivative financial assets		148,852	620,549	-	-
Trade & other receivables and contract assets	14	424,795,191	340,522,170	345,093,392	263,701,319
Deposit for shares		1,841,400	1,796,200	-	-
Prepayments		7,959,846	3,750,894	54,295	57,169
Financial assets at fair value through profit or loss	11	59,559	59,559	59,560	59,560
Short term investments	15	1,407,068	923,701	1,407,068	923,701
Cash and cash equivalents (excluding bank overdrafts)	16b	33,898,058	20,831,769	1,198,709	618,792
		477,491,248	370,312,005	347,813,024	265,360,541
Total assets		1,329,412,065	1,252,330,481	398,299,964	316,559,668

Equity and Liabilities
Equity attributable to equity holders of the parent
Share capital	21
Share premium	21
Retained loss
Other reserves
Non controlling interest
Total equity
Liabilities
Non-current liabilities
Borrowings	18
Deferred income tax liabilities
Decommissioning provisions	20
Lease liabilities	19
Retirement benefit obligation
Current liabilities
Trade and other payables	17
Borrowings	18
Lease liabilities	19
Current income tax liabilities
Dividend payable

Total liabilities

Total equity and liabilities

6,215,706	6,215,706	6,215,706	6,215,706
176,588,527	176,588,527	176,588,527	176,588,527
(595,463,142)	(568,003,702)	(439,307,018)	(426,680,079)
195,479,568	195,832,724	-	-
(217,179,341)	(189,366,745)	(256,502,785)	(243,875,846)
(8,502,445)	(7,839,023)	-	-
(225,681,786)	(197,205,768)	(256,502,785)	(243,875,846)
89,426,653	110,465,837	6,076,579	6,026,823
3,695,573	3,680,666	-	-
97,026,642	142,287,995	150,016	146,010
3,013,627	3,575,711	13,888,758	14,913,824
539,619	470,826	-	-
193,702,114	260,481,035	20,115,353	21,086,657
804,826,967	705,848,498	514,112,990	422,343,573
462,499,930	396,870,904	95,939,571	95,939,571
463,246	41,498	8,029,322	6,741,073
91,951,317	84,644,037	14,955,236	12,674,363
1,650,277	1,650,277	1,650,277	1,650,277
1,361,391,737	1,189,055,214	634,687,396	539,348,857
1,555,093,851	1,449,536,249	654,802,749	560,435,514
1,329,412,065	1,252,330,481	398,299,964	316,559,668

These unaudited consolidated and separate financial statements were approved by the Board of Directors on 31 May 2024 and signed on its behalf by:

Group Chief Executive		Group Chief Financial Officer
Mr. Jubril Adewale Tinubu		Mr. Adeola Ogunsemi
FRC/2013/NBA/00000003348		FRC/2016/ICAN/00000014639

The accounting policies and notes form an integral part of these unaudited interim consolidated and separate financial statements.

7

Oando PLC

UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS UNAUDITED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 MARCH 2023 AND 2022

GROUP

Balance as at 1 January 2022

Loss for the period

Other comprehensive profit for the year

Balance as at 31 March 2022

Balance as at 1 January 2023

Loss for the period

Other comprehensive loss for the period

Balance as at 31 March 2023

Company

Balance as at 1 January 2022

Loss for the period

Balance as at 31 March 2022

Balance as at 1 January 2023

Loss for the period

Balance as at 31 March 2023

Share Capital
& Share		Retained	Equity holders of	Non controlling
Premium	Other reserves	earnings	parent	interest	Total equity
N'000	N'000	N'000	N'000	N'000	N'000
182,804,233	172,937,110	(480,619,594)	(124,878,251)	(4,139,440)	(129,017,691)
			-		-
-	-	(14,056,211)	(14,056,211)	(1,025,361)	(15,081,572)
-	5,767,560	-	5,767,560	177,543	5,945,103
182,804,233	178,704,670	(494,675,805)	(133,166,902)	(4,987,258)	(138,154,160)
182,804,233	195,832,724	(568,003,702)	(189,366,745)	(7,839,023)	(197,205,768)
-	-	(27,459,440)	(27,459,440)	(466,685)	(27,926,125)
-	(353,156)	-	(353,156)	(196,737)	(549,893)
182,804,233	195,479,568	(595,463,142)	(217,179,341)	(8,502,445)	(225,681,786)
			Share Capital &	Retained
			Share Premium	earnings	Total equity
			N'000	N'000	N'000
			182,804,233	(385,020,138)	(202,215,905)
			-	(487,686)	(487,686)
			182,804,233	(385,507,824)	(202,703,591)
			182,804,233	(426,680,079)	(243,875,846)
			-	(12,626,939)	(12,626,939)
			182,804,233	(439,307,018)	(256,502,785)

8

Oando PLC

UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

UNAUDITED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 MARCH 2023 AND 2022

	NOTES	Group	Group	Company	Company
		2023	2022	2023	2022
		N'000	N'000	N'000	N'000
Cash flows from operating activities
Cash generated from/(used in) operations	23	1,520,258	12,700,955	(3,218,181)	4,015,478
Net changes in working capital	24	(8,841,769)	28,623,596	4,208,261	(4,002,340)
Interest paid		(9,335,020)	(6,872,461)	(288,882)	(2,334)
Income tax paid		(329,763)	(416,747)	-	-
Net cash (used in)/generated from operating activities		(16,986,294)	34,035,343	701,198	10,804
Cash flows from investing activities
Purchases of property plant and equipment		(5,016,563)	(4,095,870)	(13,784)	(119,205)
Deposit for shares		-	(1,729,119)	-	-
Purchase of intangible exploration assets		(142,810)	(50,618)	-	-
Premium paid on hedges		(190,164)	(340,742)	-	-
Finance lease received		2,816,757	2,484,622	846,315	1,327,178
Interest received		25,189	720	25,500	715
Net cash (used in)/generated from investing activities		(2,507,591)	(3,731,007)	858,031	1,208,688
Cash flows from financing activities
Proceeds from borrowings		44,472,267	99,838,653	-	-
Repayment of borrowings		(9,929,790)	(105,688,118)	(115,130)	(102,500)
Lease payments		(335,364)	(405,229)	(873,987)	(1,353,531)
Restricted cash		(2,210,664)	242,134	-	-
Net cash generated from/(used in) financing activities		31,996,449	(6,012,560)	(989,117)	(1,456,031)
Net change in cash and cash equivalents		12,502,564	24,291,776	570,112	(236,539)
Cash and cash equivalents at the beginning of the period		20,831,769	27,876,864	618,792	1,193,819
Exchange gain/(loss) on cash and cash equivalents		563,725	(1,174,866)	9,805	(15,718)
Cash and cash equivalents at end of the period		33,898,058	50,993,774	1,198,709	941,562
Cash and cash equivalent at period end is analysed as follows:		33,898,058	50,993,774	1,198,709	941,562
*Cash and bank balance

*Cash and cash equivalent represents the balance at 31 March 2023 and 31 March 2022 whereas the cash and cash equivalent in the statement of financial position represents the balance at 31 March 2023 and 31 December 2022.

The accounting policies and notes form an integral part of these unaudited consolidated and separate financial statements.

9

Oando PLC

UNAUDITED INTERIM CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023 AND 2022

1 General information

Oando PLC (formerly Unipetrol Nigeria Plc.) was registered by a special resolution as a result of the acquisition of the shareholding of Esso Africa Incorporated (principal shareholder of Esso Standard Nigeria Limited) by the Federal Government of Nigeria. It was partially privatised in 1991 and fully privatised in the year 2000 following the disposal of the 40% shareholding of Federal Government of Nigeria to Ocean and Oil Investments Limited and the Nigerian public. In December 2002, the Company merged with Agip Nigeria Plc. following its acquisition of 60% of Agip Petrol's stake in Agip Nigeria Plc. The Company formally changed its name from Unipetrol Nigeria Plc. to Oando PLC in December 2003.

Oando PLC (the "Company") is listed on the Nigerian Exchange Group and the Johannesburg Stock Exchange. In 2016, the Company embarked on a reorganisation and disposed some subsidiaries in the Energy, Downstream and Gas & Power segments. The Company retains its significant ownership in Oando Trading Bermuda (OTB), Oando Trading Dubai (OTD) and its upstream businesses (see note 3 for segment result), hereinafter referred to as the Group.

On October 13, 2011, Exile Resources Inc. ("Exile") and the Oando Exploration and Production Division ("OEPD") of Oando PLC ("Oando") announced that they had entered into a definitive master agreement dated September 27, 2011 providing for the previously announced proposed acquisition by Exile of certain shareholding interests in Oando subsidiaries via a Reverse Take Over ("RTO") in respect of Oil Mining Leases ("OMLs") and Oil Prospecting Licenses ("OPLs") (the "Upstream Assets") of Oando (the "Acquisition") first announced on August 2, 2011. The Acquisition was completed on July 24, 2012 ("Completion date"), giving birth to Oando Energy Resources Inc. ("OER"); a company which was listed on the Toronto Stock Exchange between the Completion date and May 2016. Immediately prior to completion of the Acquisition, Oando PLC and the OEPD first entered into a reorganization transaction (the "Oando Reorganization") with the purpose of facilitating the transfer of the OEPD interests to OER (formerly Exile).

OER effectively became the Group's main vehicle for all oil exploration and production activities.

In 2016, OER previously quoted on Toronto Stock Exchange (TSX), notified the (TSX) of its intention to voluntarily delist from the TSX. The intention to delist from the TSX was approved at a Board meeting held on the 18th day of December, 2015. The shares of OER were delisted from the TSX at the close of business on Monday, May 16th 2016. Upon delisting, the requirement to file annual reports and quarterly reports to the Exchange will no longer be required. The Company believes the objectives of the listing on the TSX was not achieved and judges that the continued listing on the TSX was uneconomical.

To effect the delisting, a restructuring of the OER Group was done and a special purpose vehicle, Oando E&P Holdings Limited ("OEPH") was set up to acquire all of the issued and outstanding shares of OER. As a result of the restructuring, shares held by the previous owners of OER (Oando PLC (93.49%), the institutional investors in OER (5.08%) and certain Key Management Personnel (1.43%)) were required to be transferred to OEPH, in exchange for an equivalent number of shares in OEPH. The share for share exchange between entities in the Oando Group is considered as a business combination under common control not within the scope of IFRS 3.

OEPH purchased the remaining shares in OER from the remaining shareholders who did not partake in the share for share exchange arrangement for a cash consideration. The shareholders of the 5,733,277 shares were paid a cash consideration of US$1.20 per share in accordance with the plan of arrangement. As a result of the above, OEPH owns 100% of the shares in OER.

'Pursuant of the Amended and Restated Loan Agreement between West Africa Investment Limited (the "Lender" /"WAIL"), Goldeneye Energy Resources Limited (the "Borrower") and Oando PLC (the "Guarantor") dated March 31, 2016, on one hand; and another Amended and Restated Loan Agreement between Goldeneye Energy Resources Limited (the "Borrower"), Southern Star Shipping Co Inc. (the "Lender"/"SS") and Oando PLC (the "Guarantor") also dated 31 March 2016; Oando PLC provided financial guarantee to the Lenders to the tune of US$32m (WAIL: US$27m, SS: US$5m). The essence of the loans was for the borrower to acquire shares owned by the Lenders in Oando Exploration and Production Holdings Limited (OEPH), a subsidiary of Oando PLC. The Borrower agreed to repay the loans in 12 installments starting from March 2017.

The financial guarantee required Oando PLC to pay to the Lenders in its capacity as Guarantor, the loan amounts due (inclusive of accrued interest) if the Borrower is unable to pay while the Borrower is also required to transfer the relevant number of shares held in OEPH to the Guarantor or its Nominee in the event of default.

Upon failure by the Borrower to honour the repayment agreement, the Guarantor paid US$ 6.1m (which represented principal plus accrued interest) to SS on October 4, 2017. On the same date, the borrower executed a share transfer instrument for the purpose of transferring all the shares previously acquired from SS to the Calabar Power Limited, a wholly owned subsidiary of Oando PLC. Consequently, the Guarantor was discharged of the financial guarantee to SS and Oando PLC now owns 78.18% (2016: 77.74%) shares in OEPH. The Borrower and Lenders are not related parties to the Guarantor.

On May 19, 2018, Oando PLC (through its subsidiary Calabar Power) acquired 8,631,225 shares in OEPH from some non-controlling interests (NCI) who were paid a cash consideration of US$1.20 per share in accordance with the plan of arrangement executed for some NCI following the delisting of OER in 2016. As a result, Oando PLC now owns 79.27% (2018: 78.18%) shares in OEPH. Calabar Power (through Oando PLC) paid $8.3 million (N3 billion) in 2018 and $13.5 million (N4.9 billion) in 2019 to WAIL. On May 31, 2019, Goldeneye transferred 5,236,626 shares to Calabar Power amounting to $13,349,083.59, thereby increasing Oando PLC's (direct and indirect) percentage interest in OEPH to 79.93%. Amounts paid up to 31 December 2019 have been reflected as deposit for shares in these consolidated financial statements. Subsequently, the company (through Oando PLC) paid the outstanding indebtedness to WAIL as follows: 2020: $1.5 million, 2021: $10 million while Goldeneye paid $4.12 million in 2022 out of the indebtedness to Oando PLC of $9.59 million. The final payment of $4.12 million extinguished the debt to WAIL as guaranteed by Oando PLC. Upon the final payment and on April 12, 2022, the outstanding shares of 12,218,788 were transferred to Calabar Power.

On November 2, 2020, M1 Petroleum Limited (an NCI in OEPH) transferred 2,935,774 shares in OEPH (amounting to $5 million) to Calabar Power thereby increasing

Oando PLC's (direct and indirect) percentage interest in OEPH to 80.3%. Furthermore, on 31 March 2021 (the "effective date"), OODP Nigeria (the "Seller") agreed to sell, assign and deliver to the Calabar Power Limited (the "Purchaser") and the Purchaser agreed to purchase and accept from the Seller the Shares - 128,413,672 common shares of Oando E & P Holdings Limited ("OEPH") free from all encumbrances on the effective date for a consideration of $225 million. The Seller and the

Purchaser further agreed that costs and taxes directly related to the sale and transfer by the Seller shall be borne by the Seller; and that the consideration will be paid in full by the Purchaser within twelve months from the effective date. The Seller and Purchaser executed a Share Transfer Form on the effective date. A Share Certificate covering the 128,413,672 common shares dated the effective date was also issued to the Purchaser by Oando E & P Holdings Limited thereby increasing Oando PLC's (direct and indirect) percentage interest in OEPH to 96.51% at same date. Following the transfer of 12,218,788 shares in OEPH from WAIL to Calabar Power in April 2022, Oando PLC's (direct and indirect) percentage interest in OEPH to 98.05% at same date. On November 14 2022, M1 Petroleum Limited transferred 1,761,465 shares in OEPH to Calabar Power Limited thereby increasing Oando PLC's (direct and indirect) percentage interest in OEPH to 98.27% at same date.

10