Shareholders of Oando Plc (NGX: OANDO) have met in an Extraordinary General Meeting (EGM) on Monday, August 11, 2025 to discuss the diminution in capital of the Company for the year ended 31st December 2024.
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On Tuesday, in a regulatory filing signed by Mrs Folashade Ibidapo-Obe, Chief Compliance Officer & Company Secretary, Oando stated that measures for addressing the problem were considered and discussed with shareholders.
“At the Extraordinary General Meeting of Oando Plc (the “Company”) held at 2:00pm Nigerian Time on Monday, August 11, 2025, the measures for addressing the diminution in capital of the Company for the year ended 31st December 2024 were considered and discussed with the shareholders in compliance with Section 137 of the Companies and Allied matters Act 2020.”
Diminution of capital typically occurs when a company reduces its capital base, which can happen for various reasons, including losses, restructuring, or changes in market conditions.
Oando had in July posted a notice of the EGM for the purposes of:
- Transacting the following business:
- To consider and discuss measures for addressing the diminution in capital of the Company for the year ended 31st December 2024.
As at 31 December, 2024, Oando’s Total Shareholder’s Equity stood at minus ₦360.97 billion, worsening from minus ₦267.17 billion it was as at 31 December, 2023.
In addressing the issue of going concern, the Directors in the audited consolidate and separate financial statements for the year ended 31 December 2024, stated;
“The Company recorded total comprehensive profit for the year-ended 31 December 2024 of ₦111.8 billion (2023: comprehensive loss of ₦216.2 billion) and negative operating cash flows of ₦7.3 billion (2023: positive operating cash flows of ₦1.4 billion). As at that date, the Company also recorded net current liabilities of ₦410.5 billion (2023: net current liabilities of ₦469.2 billion) and net liabilities of ₦348.3 billion (2023: net liabilities of ₦460.1 billion).
The Group recorded total comprehensive loss for the year ended 31 December 2024 of ₦83.0 billion (2023: ₦69.9 billion total comprehensive loss) and negative operating cash flows of ₦531.2 billion (2023: ₦148.2 billion positive). As of that date, the Group also recorded net current liabilities of ₦3.3 trillion (2023: net current liabilities of ₦1.6 trillion) and net liabilities of ₦360.9 billion (2023: net liabilities of ₦267.2 billion).
The board of the Company on May 23, 2025 approved the convening of an Extra-Ordinary General Meeting to address the status of the Company’s net liability in compliance with Section 137 of the Companies and Allied Matters Act (CAMA) 2020.”
On the same day the EGM was held, the company also held its 46th Annual General Meeting, where shareholders approved a wide range of resolutions designed to improve the Company’s capital situation.
These measures includes;
- A ₦500 billion capital raise in the Nigerian and/or international capital markets through the issuance of up to 10,000,000,000 ordinary shares of 50 kobo each.
- Capital restructuring agreements with key stakeholders and Lenders and convert up to US$300mn out of the Company’s existing Reserves Based Lending dent into equity.
- Amulti-instrument programme in an amount up to US$1.50bn or its Naira equivalent and to proceed with subsequent issuances of bonds, certificates, instruments and/or other securities under the programme.
Nnamdi Maduakor is a Writer, Investor and Entrepreneur
