annual report & accounts - japaul group

2019Annual Report

& Accounts

CO

NT

EN

TS

01

Statement of Directors' Responsibilities in Relation to the Preparation of the Financial Statements

Independent Auditor's Report

Consolidated Statement of Profit or Loss and

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Other National Disclosures

Statement of Value Added

Financial Summary

Company Information

Result at a Glance

Notice of Annual General Meeting

Company Profile

Chairman Statement

Our People

Management Team Profile

Report of Audit Committee

02

03

05

06

08

09

17

18

19

23

24

25

27

28

75

76778182

Directors’ Report

Corporate Governance Report

12

14

83

other Comprehensive Income

Annual Report & Accounts 2019

E-Dividend Mandate Activation Form Proxy FormUnclaimed Dividend

CORPORATE INFORMATION

BOARD OF DIRECTORS

Chairman Mr. Jegede Abiodun Paul

Non-Executive Directors Hon. Justice Mamman Nasir RTD (GCON)

Onome Okodiya Esq.

Mr. Oluwaseyi Oyinlola

Mr. Olusola Oke

Group Managing Director/CEO

Mr.

Funmilola Omodamori (Mrs.)

Engr. Kingsley Uyokpeyi

Akinloye

Daniel Oladapo

Company Secretary

Michael Edeko Esq.

Registered Office

Japaul House, Plot 8, Dr. Nurudeen

Olowopopo Avenue, Ikeja CBD, Agidingbi, Ikeja, Lagos State

Telephone Number

+234-18839642

Email

[email protected]

Website

www.japaulgroup.com

Registrars

Pace Registrars Ltd

Knight Frank Building

24, Campbell Street

Lagos Island

Auditors

PKF Professional Services

PKF House, 205A Ikorodu Road, Obanikoro, Lagos State

Bankers

Access Bank Plc

Zenith

Bank Plc

First Bank Plc

Guaranty Trust Bank Plc

Standard Chartered Bank Plc

01Annual Report & Accounts 2019

Executive Directors

RESULT AT A GLANCE

2019 2018N'000 N'000

0 2Annual Report & Accounts 2019

Revenue 725,471 936,282

Gross (loss)/profit (943,394) (1,026,975)

(Loss)/profit before taxation 41,028,755 (6,583,282)

(Loss)/profit after tax 40,917,299 (6,593,634)

Non-current assets 12,445,721 21,502,388

Current assets 10,767,537 2,536,010

Non-current liabilities 6,039,085 46,221,115

Current liabilities 12,482,920 13,357,217

Shareholders fund 4,691,253 (35,539,933)

(Loss)/earnings per share 653 (105)

Dividend per share Nil Nil

NOTICE IS HEREBY GIVEN that the 15th Annual General Meeting of members of Japaul Oil & Maritime Services Plc will be held at Japaul House, Plot 8, Dr. Nurudeen Olowopopo Avenue, Ikeja Central Business District (CBD), Agidingbi, Ikeja, Lagos on Wednesday the 29th day of July 2020 at the Hour of 10.00a.m. to transact the following:

1. ORDINARY BUSINESS:i. Lay before Members, the Report of the Directors, the Consolidated Statement of Financial Position of the

Company as at 31st December 2019 together with the Consolidated Statement of Comprehensive Income for the year ended on that date and the Reports of the Auditors and Audit Committee thereon;

ii. To re-elect Directors.iii. To re-appoint Auditors.iv. To authorize the Directors to fix the remuneration of Auditors.v. To elect members of the Audit Committee.

2. SPECIAL BUSINESS: To consider and if thought fit approve the following Special Resolutions of the Company:a. That the authorized Share Capital of the Company be and is hereby increased from 6,000,000,000 (Six Billion)

ordinary shares to 60,000,000,000 (Sixty Billion) Ordinary and/or Preference shares.b. That the Company be and is hereby authorized to raise additional Equity Capital up to N27,000,000,000 (Twenty

Seven Billion Naira) whether by way of Rights Issue, Public Offer, Private Placement through Book building or Offer for Subscription, and/or other Securities at such time for such Consideration and upon such Terms and Conditions as the Directors may deem fit.

c. That the name of the Company be and is hereby changed from Japaul Oil & Maritime Services Plc. to Japaul Gold & Ventures Plc.

d. That the Company be and is hereby authorized to engage in Mining and Technology business activities, through partnerships and acquisitions.

e. That, in an attempt to raise Equity, the Company is hereby authorized to carry out Share Reconstruction.f. That the Directors be, and are hereby authorized to do all things necessary and incidental to the achievement and

fulfillment of the above special resolutions including amending the Memorandum and Articles of Association of the Company.

g. That the Company Secretary be and is hereby authorized to file any requisite documents at the required regulatory bodies.

NOTES: 1. COMPLIANCE WITH COVID-19 RELATED DIRECTIVES AND GUIDELINESThe Federal Government of Nigeria, State Governments, Health Authorities and Regulatory Agencies have each issued a number of directives and guidelines aimed at curbing the spread of Covid-19 in Nigeria. Particularly, the Lagos State Government prohibited the gathering of more than 20 People whilst the Corporate Affairs Commission (CAC) issued Guidelines on holding of Annual General Meetings by Proxy. The convening and conduct of this Annual General Meeting shall be done in compliance with these directives and Guidelines.

2. PROXYAny member of the Company entitled to attend and vote atthis meeting is also entitled to appoint a Proxy to attend and vote in his/her/its stead. A Proxy need not be a member. A Proxy Form is enclosed and if it is to be valid for purposes of the meeting, it must be completed, duly stamped as required under the Stamp Duties Act and deposited at the registered office of the Company or the Office of the Registrar of the Company, Pace Registrars Ltd. Knight Frank Building, 24 Campbell Street, Lagos Island, Lagos State or by email to [email protected] not later than 48 hours before the time for holding the meeting.

3. ATTENDANCE BY PROXYIn line with the CAC Guidelines, attendance at this meeting shall be by proxy only. Shareholders are required to appoint a Proxy of their choice from the list of nominated Proxies below:

a. MR. JEGEDE PAUL ABIODUN.b. MR. AKINLOYE DANIEL OLADAPO.c. MR. ADIO A. ALEX.d. MRS. OBIDEYI EFUNYEMI OLATUNDE.

NOTICE OF ANNUAL GENERAL MEETING


e. MR. OWOLABI ADENIRAN SEGUN.f. MR. GILBERT OLUFEMI AYOOLA.g. MR. TUNDE BADMUS.h. MRS. ESTHER FUNKE AUGUSTINE.

4. STAMPING OF PROXYThe Company has made arrangements at its cost for the stamping of duly completed and signed Proxy Forms submitted to the Company's Registrars within the stipulated timeline.

5. LIVE STREAMING OF THE AGMThe AGM will be streamed live. This will enable Shareholders and other Stakeholders who will not be attending physically to follow the proceedings. The link for the live stream will be made available on the Company's website at www.japaulgroup.com. 6. AUDIT COMMITTEEIn accordance with section 359 (5) of the Companies and Allied Matters Act ( Cap C20, Laws of the Federation of Nigeria, 2004), any member may nominate a Shareholder as a member of the Audit Committee by giving notice in writing of such nomination to the Secretary of the Company at least 21 days before the Annual General Meeting. The Securities & Exchange Commission's Code of Corporate Governance for Public Companies indicates that members of the Audit Committee should have basic financial literacy and should be able to read Financial Statements. We therefore request that nominations be accompanied by a copy of the Nominee's Curriculum Vitae.

7. DIRECTORS RETIRING BY ROTATIONIn accordance with the provisions of the Company's Articles of Association, the following Directors retire by rotation and being eligible have offered themselves for re-election:

(i) MR. PAUL ABIODUN JEGEDE.(ii) MR. OLUWASEYI OYINLOLA.(iii) HON. ABDULKADIR NASIR.

The biographical details of the Directors submitted for re-election are contained in the Annual Report and on the Company's website at www.japaulgroup.com. 8. RIGHTS OF SECURITIES' HOLDERS TO ASK QUESTIONSSecurities' Holders have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting, and such questions must be submitted to the Company on or before 20th day of July, 2020.

9. E-ANNUAL REPORT In order to improve the delivery of our Annual Report, we have inserted a detachable Form to the Annual Report and hereby request Shareholders who wish to receive the Annual Report of the Company in Electronic Format to complete and return the Form to the Registrars for further processing. In addition, the Annual Reports are available online for viewing and download from our website at www.japaulgroup.com.

BY ORDER OF THE BOARD

Dated 9th day of June, 2020

Michael Edeko Esq.COMPANY SECRETARY

REGISTERED OFFICEPlot 8, Dr. Nurudeen Olowopopo Avenue,Ikeja Central Business District (CBD)Agidingbi, Ikeja-Lagos.

NOTICE OF ANNUAL GENERAL MEETING


Japaul Oil & Maritime Services Plc was first incorporated in 1994 as a private limited liability company with an authorized and paid up Share Capital of N1,000,000 divided into 1,000,000 Ordinary Shares of N1 each. The company commenced active business operations in 1997. Its first Head Office was located at Plot 39 Eastern Bypass, Port Harcourt (now the office of one of its subsidiaries), while the new Head Office is presently at Plot 8, Dr. Nurudeen Olowopopo Avenue, CBD, Alausa, Ikeja, which was officially commissioned on July 2011.

Developing rapidly under the management of competent and prudent hands and becoming a household name for quality, Japaul Group underwent a major and necessary re-structuring recently, positioning it to be the first indigenous upstream service company raising a sum of N1.3 billion through its initial public offer in 2005 and N20 billion through public offer in 2007.

Having become Japaul Oil & Maritime Services Plc; the company has over 25,000 Nigerians as its shareholders with their resounding confidence reposed i n t h e c o m p a n y a n d i t s m a n a g e m e n t .We have acquired valuable experiences during our various operations in the environmentally sensitive Niger Delta. Based on our excellent health, safety and environmental management policy rigorously pursued to attain hitch-free operations, we are bold to say that we have consistently maintained a good record. Similarly, we have been discharging our corporate social responsibilities as required.

OUR STRATEGY

· Our Business strategy is tailored towards achieving the corporate vision of the company, which is, “to be the giant in all aspects of our business endeavours for the benefit of many societies.”

· We are keen on our determination to achieving this objective especially in the Offshore Support sector which continuously makes us to pursue expansionary strategies through the acquisition of more vessels in order to harness the opportunities in the Nigeria Offshore Support sector.

· Our business strategy is hinged on maximizing the opportuni t ies presented by the implementation of the Nigerian Local Content Act which aims at placing at least 60% of marine assets in the hands of Nigerian Companies.

WHAT WE DO

Our Services Include

· Offshore Vessels Owning & Chartering

· Dredging & Reclamation Works

· Downstream Petroleum Marketing

· Pipeline/Flowline Constructions And Repairs

· Infrastructural Development

· Mining

· Marine Logistics/Equipment Fabrication, Leasing And Repairs

Company Profile


CHAIRMAN’S STATEMENT

PRESENT SITUATION AND OPERATING RESULT

We want to thank God because it is a new dawn in Japaul. Our Company has survived gloomy death, and nobody would have thought that the Company will still be alive till date. We have had enough of the Oil and Gas Sector, and needless to say that the Sector has challenges, and there is no point flogging a dead horse any longer. It is common knowledge that the Sector is on gradual decline, which has made business unprofitable for most of the Stakeholders, especially in our space.

Most of the Marine Vessels that the Company heavily invested in and those ones that we took on long term Lease, with the agreement to own at the end of the Lease period have been idle for almost 4 years, generating no income of any sort for the Company, but Fixed and Operating cost have always been on the rise because there was always the need to keep all the Vessels floating with the hope that there may be employment for them.

Our main line of business is Contract dependent with the IOCs (International Oil Companies), and jobs have not been forthcoming as expected. This explains the continuous fall in our business turnover, which led to our inability to meet our basic obligations with the Banks, the Leases, our Vendors, etc. Management has been able to take the bull by the horn and renegotiate all Contracts, which led to forgiveness of some debts, and other income of about N40.9 billion in our audited Accounts are not as a result of direct disposal of Assets for cash payment, but they are simply the gains from settlements with our Bankers and with the Companies that we leased Vessels from. So now, the Cost of Finance and monthly rental payments on the Vessels that has been putting us in terrible losses have stopped forthwith. The negative Shareholders fund of N35.5 billion has turned to positive of about N4.9 billion, and our per share earning now is N653 as against negative N105 in the year 2018. The snapshot of the Company position for the past 4 years is as stated below:

“Distinguished Shareholders, on behalf of the Board of Directors and Management of the Company, I hereby present to you the Annual Report and Financial Statement of our Company for the year

s te n d e d 3 1 D e c e m b e r 2 0 1 9 f o r

thconsideration at the 15 Annual General Meeting”.

Turnover 725,472 936,281 1,900,966 10,575,215 Profit/(loss) for the year 40,917,297 (6,593,632) (13,208,747) (7,899,056) Property, Plant and Equipment 7,419,934 17,809,161 21,165,811 22,329,166 Net assets/(liabilities)/assets 4,691,253 (35,539,933) (28,174,250) (19,025,573) Per share data Earnings/(loss)

653

(105)

(210)

(137,867)

Net Assets/(Liabilities)/Assets

75

(567)

(450)

(304)

2019 2018 2017 2016

N’000 N’000 N’000 N’000

MR. JEGEDE ABIODUN PAULChairman


CHAIRMAN’S STATEMENT (Cont’d)

OUR NEW DREAMS AND STRATEGY FOR PROSPERITYBefore now, we have been considering other business Sectors to do business and severally the Shareholders have been informed in some of our past AGMs that our Company is working on the possibility of doing business in the Mining Sector, and the time is ripe for us to diversify into the Mining and Technology space. A lot of studies have been carried out in this new Sector and our findings give us the confidence to step out of the unprofitable Oil & Gas Sector. Some existing Mining Licenses and Companies will be acquired to give us a seamless transition to this new Sector, and the mining style that we shall deploy shall be modern technology based, and we have already engaged a Canadian Company who shall be our Technical Partner in this new business. Although it may take a little while for shareable earnings to start coming up, but without a doubt the growth, success and prosperity of the Company is guaranteed, and in no distant time value shall be added to all our Shareholders.

For the ease of hitting ground and start running in this new Sector, there is need to raise fund to further invest in exploration, exploitation and production of minerals. We shall be starting with Gold production, and after that we shall advance to the mining of Lithium, Copper and other minerals. The whole world is the market for this products, and no matter the quantity that we shall be mining, there is ready market for them. We have no doubt that we shall be generating good earnings within 18 to 24 months from the time that the new capital is raised, given our present level of readiness for the business.

CONCLUSIONIn conclusion, we want to appreciate all our Shareholders for their endurance, understanding and their prayers during the time of our challenge as a Company. There is now clear light at the end of the tunnel and all the sacrifices and support that has been given, shall surely be handsomely rewarded very soon.The Board Members and the Management are also appreciated for all efforts they have put in to bring the Company out of the woods. Indeed, we have learned how it will not work. From now on, it will be working for us.In God we trust.

Thank you all and God bless.

JEGEDE A. Paul


OUR PEOPLE

Engr. Kingsley UYOKPEYI Akinloye Daniel OLADAPO

Engr. Abayomi TALABIJohnson ADEJUMOBI

Adeola ONIFADE Adekunle BELLO


Gbenga Paul JEGEDE

Olatunji O. ILORI (PhD.)

Funmilola OMODAMORI (Mrs.)

MANAGEMENT TEAM PROFILE

Mr. Akinloye Daniel Oladapo is the Group Managing Director/Chief Executive Officer of Japaul Oil & Maritime Services Plc.He holds a Higher National Diploma (HND) in Urban & Regional Planning from The Polytechnic, Ibadan, Postgraduate Diploma and M.Sc Degree in Transport from Ogun State University, Ago-Iwoye (now Olabisi Onabanjo University).He worked for several years with Dapkol Engineering Limited, where he rose to the position of Project Manager, before he resigned his appointment in 1997. While with Dapkol Engineering Limited, he contributed immensely to the successful completion of various projects undertaken by the company, including the EEC sponsored projects under Lome II Convention.He has been a member of the Board of Directors of Japaul Oil & Maritime Services Plc since 2008 where he rose to the position of the Deputy Group Managing Director of the Company, and Acting Group Managing Director before his confirmation as Group Managing Director/Chief Executive Officer in 2018.He is a member of the Chartered Institute of Transport, London, and a Fellow of the Nigerian Institute of Shipping.

Akinloye Daniel OLADAPO

Funmilola Omodamori is the Executive Director, Finance of Japaul Oil & Maritime Services Plc since June 2019. She assumes this role due to her positive contribution to the financial growth of the organization. Prior to her assumption of this role, she was the General Manager, Finance and Planning.

Prior to joining Japaul Group in December 2012, she worked in manufacturing and audit industries with roles ranging from Accounting to Auditing as a professional with good experience in the said areas. Her educational background is Accounting & Finance. She holds a Bachelor’s Degree in Accounting from University of Lagos, after which she proceeded to Obafemi Awolowo University for her Master’s Degree in Business Administration (MBA). She is Fellow of the Institute of Chartered Accountants of Nigeria, an Associate member of Institute of Chartered Accountants of Nigeria - Accounting Technicians Scheme - West Africa, and an Associate member of the Chartered Institute of Taxation of Nigeria.

Engr. Kingsley Uyokpeyi joined Japaul Oil and Maritime Services Plc in 2014 as a Project Manager and grew through the ranks to occupy the present position of the Executive Director, Operations. He has about twenty (20) years of experience in handling various projects in different aspects of the Civil Engineering profession. His wealth of experience spans across management of various dredging and marine projects, road and highway engineering, pollution control and environmental works. He possesses a Bachelor of Engineering Degree in Civil Engineering, Masters in Business Administration (MBA) and Master of Science in Management (MSc.). He is a corporate member of Nigerian Society of Engineers and is also COREN registered.

Group Managing Director/Chief Executive Officer

Engr. Kingsley UYOKPEYIExecutive Director - Operations

Funmilola OMODAMORI (Mrs.)Executive Director, Finance & Planning


MANAGEMENT TEAM PROFILE (Cont’d)

Mr. Adejumobi Johnson is presently the General Manager, Human Resources and Services after a meritorious service as the Group Human Resources Manager. His experience in Management spans clerical to managerial level over the last 16 years in Banking, EPC Contracting for upstream and downstream oil and gas, Construction, Marine, Offshore and Mining. His previous work experience has been with Cakasa (Nigeria) Company Limited as the Human Resources Manager, Amazon Energy Limited as the Human Resources Manager, Kellogg, Brown & Root (KBR) Nigeria Limited as the Staffing Manager. Prior to the commencement of employment relationship with KBR, he worked with DeltaAfrik Engineering Limited (a JV of Worley Parsons and DeltaTek) as Recruitment Advisor, and the defunct Equity Bank (now Access Bank) as Human Resources Officer. He is a member of the Chartered Institute of Personnel Management of Nigeria, and holds an MBA in Management, BSc. in Public Administration, Advanced Diploma in Human Resources Management and Higher National Diploma.

Engr. Talabi Abayomi is presently the General Manager, Business Development. He joined Japaul Oil and Maritime Services Plc in 2006 as Procurement Officer and was appointed as the pioneer staff of Business Development. He has since grown through ranks and files, he has contributed immensely to the growth and development of the company. His contribution, vast knowledge of the company business, positive results and achievements have earned him a position of leadership and management in the company. He is also the Nigerian Content Focal Person for the organization.Engr. Talabi Abayomi possesses a Master’s degree in Engineering Management, B.Eng. in Petroleum Engineering and HND Chemical Engineering. He is a corporate member of the Nigerian Society of Engineers (NSE) and COREN.

Engr. Abayomi TALABIGroup Head, Business Development

Gbenga Jegede Paul is currently the Chief Operating Officer/General Manager of Japaul Mines & Products Limited, a Subsidiary of Japaul Oil and Maritime Services Plc. He joined the company as Trucking Manager in 2007 and grew through the ranks. He was promoted to the position of an Assistant General Manager to manage Port Harcourt and Bayelsa Depots.He was also elevated to the post of Quarry Manager and assigned to manage one the Subsidiary’s quarrying site located in Calabar, Cross River State Nigeria from 2014 to 2016. He was later transferred in 2016 to the Subsidiary’s second Quarrying Site at Elegbeka, Ondo State to equally manage all operations across the entire Subsidiary, which comprises of two Quarrying Sites (as mentioned above) and two depots in Bayelsa and Port Harcourt.Based on his outstanding performance he was transferred to one of the company’s associate company, which is fully into mining in Taraba State. He was saddled with the responsibility to manage the mining activities at Arufu (Taraba) and Anyin (in Benue State) site from 2018 to 2019. He worked in the Banking industry for over 10years before joining Japaul Oil & Maritime Services Plc.He possesses NCE Certificate from Osun State College of Education. He also graduated from the University of Port Harcourt with BSc. Accounting.

Gbenga Paul JEGEDE Chief Operating Officer, Quarry Business


Johnson ADEJUMOBI General Manager, Human Resources and Services

Olatunji Oluwayinka Ilori(PhD.) is currently the Group Head/Procurement Manager at Japaul Oil and Maritime Services Plc. He joined Japaul Plc. in 2010 as Procurement/Store Officer and rose through the ranks and files based on performance. He has contributed positively to the company’s Procurement and Supply Chain activities across the Group. He has also been involved and contributed to procurement policy reviews and recommendations. He is actively involved and in charge of strategic procurement in sourcing both local and international, suppliers’ management, negotiations, cost reduction and recommendations to the top management.Prior to his appointment in Japaul, he worked with National Centre for Technology Management OAU, Ile-Ife, a parastatal of Federal Ministry of Science and Technology as a Project/Research Officer.He graduated from Obafemi Awolowo University, Ile-Ife, and Ladoke Akintola University, Ogbomoso, where he bagged his PhD. & MSc. in Technology Management, and B.Tech. in Food Engineering. He has gone through several professional trainings in Procurement and Supply Chain and applied the same on the job. He is also very vast in his area of research interests which include Supply Chain Management, Policy formulation, Engineering asset management, Continuous Improvement Process and Industrial Production and Technology Management.

Olatunji O. ILORI (PhD.)Group Head, Procurement

MANAGEMENT TEAM PROFILE (Cont’d)


Bello Adekunle is the Acting Head Internal Audit and Risk Management. He has over 8 years’ extensive external and internal audit experience which covers investigation, internal control, budget monitoring, account reconciliation, taxation, risk management and forensic audit. Prior to joining Japaul Oil & Maritime Services Plc, Adekunle has at one time worked with CPA Partners, Quatro Professional Services and Tunde Adesokan & Co.He holds a HND Certificate and is a member of the Institute of Internal Auditors, Chartered Institute of Loan & Risk Management and a student member of the Institute of Chartered Accountants of Nigeria.

Adekunle BELLOActing Head, Internal Audit &Risk Management

Adeola Onifade is the Group Human Resources Manager. He joined the company as a Senior Learning Officer in 2013 and rose through the ranks. He pioneered and headed the Learning and Development of the group before his appointment as the Acting Group Human Resources Manager. He worked with Nigeria LNG Limited for more than 3 years as Administrative/Learning Officer. Adeola also spent more than 8 years with the defunct Intercontinental Bank Limited where he functioned in clerical, administrative and HR spheres. He is an HR Professional with over 13 years of experience. A course Facilitator and Project Supervisor at the National Open University of Nigeria.

His academic credentials include HND, B.A. English (Mass Communication) and M.sc (Mass Communication). He is a Member of Nigerian Institute of Training & Development (NITAD) and the Chartered Institute of Personnel Management of Nigeria (CIPM).Adeola ONIFADE

Group Human Resources Manager

5 ONOME OKODIYA ESQ. 500,000 0.01

6 MR. OYINLOLA OLUWASEYI 1,000,000 0.02

7 MR. OLUSOLA OKE 1,025,925 0.02

DIRECTORS’ REPORT


The Directors have the pleasure to present their Report and the Financial Statements for the year ended 31 December 2019.

Review of Business and Future ProspectsThe year 2019 was operationally difficult and challenging for the Company as the downturn in the oil & gas industry (our main business segment) persists.

The challenges we encountered notwithstanding, we were however able to clear the toxic components of our Accounts by amicably resolving issues that the Auditors had consistently provided for thereby occasioning a positive turnaround as reflected in the Audited Financial Statements.

It is now paramount to sustain this Positive Result by diversifying our operations into Profitable Ventures.

The review of the Company’s business and future prospects contained in the Chairman’s Statements an integral part of our Report and should be read in conjunction with this Report.

Directors’ Responsibilities In Relation To Financial StatementsIn accordance with the provisions of the Companies and Allied Matters Act Cap C20 Laws of the Federation (LFN) 2004, the Directors are responsible for the preparation of Annual Financial Statements which give a true and fair view of the state of affairs of the Company as at the year ended 31 December 2019.

These responsibilities include ensuring that:

- adequate internal control procedures are instituted to safeguard assets, prevent and detect fraud and other irregularities;

- proper accounting records are maintained;- applicable accounting standards are followed;- suitable accounting policies are used and consistently applied;- the financial statements are prepared on the going concern basis unless it is inappropriate to presume

that the Company will continue in business.

Principal ActivitiesThe principal activities of the company are rendering marine services, dredging, mining and construction.

DividendThe Directors do not propose the payment of dividends for the year ended 31st December 2019.

Director’s Interest in SharesThe interest of Directors who held office as at 31 December 2019 in the shares of the Company is as follows:

Substantial Interest In Shares

Shareholders having 5% and above of the issued share capital of the Company as at 31st December 2019 are:

No other shareholder holds more than 5% of the Company’s fully paid up shares apart from the one stated above.

S/NO DIRECTOR UNIT 2018 %

1 MR. JEGEDE PAUL A. 352,269,783 5.62

3 MR. AKINLOYE DANIEL OLADAPO 11,712,819 0.19

SHAREHOLDING INTEREST

No indirect interest in the Company in the years in review

500,000

1,000,000

1,025,925

UNIT 2019

352,269,783

11,712,819

(DIRECT)

(DIRECT)

(DIRECT)

(DIRECT)

(DIRECT)

MR. JEGEDE PAUL A. 352,269,783 5.62

DIRECTORS’ REPORT (Cont’d)


SHAREHOLDING ANALYSIS

SHARE CAPITAL HISTORY

RANGE NO. OF HOLDERS UNITS %

1 - 10,000 159,237 626,546,069 10.00

10,001 - 100,000 57,009 1,911,217,372 30.52

100,001 - 1,000,000 4,887 1,292,925,543 20.64

1,000,001 - 10,000,000 433 1,040,048,399 16.61

10,000,001 - 100,000,000 37 932,335,547 14.89

100,000,001 - ABOVE 2 459,628,786 7.34

TOTAL 228,431 6,262,701,716 100.00

Year Authorized Capital(N) Issued & Fully paid-up (N) Consideration Increase Cumulative Increase Cumulative 1994 - 1,000,000 1,000,000 Cash 2004 16,000,000 17,000,000 1,000,000 Cash 2004 483,000,000 500,000,000 156,478,472 166,478,472 Cash 2005 - 500,000,000 76,670,801 243,149,273 Cash 2005 - 500,000,000 60,787,318 303,936,591 Bonus (1/4) 2006 100,000,000 600,000,000 279,161,499 583,098,090 Cash 2007 1,000,000,000 1,600,000,000 - 583,098,090 Cash 2008 1,900,000,000 3,500,000,000 2,548,252,768 3,131,350,858 Cash 2009 - - - 3,131,350,858 - 2010-2015

- 3,500,000,000 - 3,131,350,858 -

Changes in Board Composition

Mr. Kingsley Uyokpeyi was appointed Executive Director, Operations, effective 18th June 2019.Mrs. Funmilola Omodamori was appointed Executive Director, Finance & Planning, effective18th June 2019.

Events after Reporting DateThere were no significant events after the reporting date which could have had a material effect on the financial statements for the year ended 31st December 2019 which have not been recognized or disclosed.

Employment of Disabled PersonsThe Company operates a non-discriminatory policy in the consideration of applications for employment. The Company’s policy is that the most qualified and experienced persons are recruited for employment, without any form of discrimination on the basis of gender, ethnicity, religion, or physical conditions.

Health, Safety and WelfareThere exist medical facilities for all staff at selected hospitals. The Company maintains a Health Management Insurance for Employees as required by law.

It is the policy of the Company to manage its activities so as to avoid causing any unnecessary or unacceptable health or safety risks. The welfare of Staff is of paramount importance to the Company. For this reason, there exist facilities such as group accident cover for Staff.

AuditorsThe Audit Firm of PKF has been retained as External Auditors. The Firm has indicated its willingness to continue in office as the Company’s Auditors in accordance with Section 357(2) of the Companies and Allied Matters Act CAP C20 LFN 2004.

BY ORDER OF THE BOARDCOMPANY SECRETARYLAGOS.

CORPORATE GOVERNANCE REPORT


1. IntroductionJapaul Oil & Maritime Services Plc. recognizes that maintaining optimum standards of corporate governance is a veritable tool for business growth, transparency, and sustainability. In recognition of this, the Board of Directors is committed to compliance with the Code of Corporate Governance and international best practices in the conduct of its business in Nigeria.

2. BoardJapaul Oil & Maritime Services PLC is run by eight Directors. The Directors are accomplished individuals from varying backgrounds. The Board has one Independent Director, in compliance with the Code of Corporate governance.

The position of the Chairman of the Board and that of the Group Managing Director are separate and are occupied by different persons. All Directors are selected based on their competencies and experience that are beneficial to the Company. No Director has personal or business dealings with the Company or such other relationship which could impair the exercise of independent judgment.

The Board is responsible for the Company’s long-term strategy and objectives. The Management of the Company’s day-to-day activities is headed by the Group Managing Director who has overall responsibility for implementing the policies of the Board.

The Board meets at least Four (4) times in a year except for extra Ordinary Meetings conveyed to deal with specific issues as they arise. Meetings of the Board are scheduled in advance and the Agenda and Reports of Operations to be deliberated upon at each meeting are circulated before the scheduled date of the Meeting. The minutes of each Meeting of the Board is recorded by the Company Secretary and upon adoption by the Board at each subsequent Meeting, the Minutes are signed off by the Chairman and filed in a dedicated Minutes File.

The Company Secretary reports to the Board at its Meetings on, amongst other things, the state and quality of Corporate Governance in the Company.

3. Financial Reporting &AuditThe Board has the ultimate responsibility for ensuring the integrity of the Company’s Financial Reports. The Company has a team of Internal Auditors in its employment with the Head reporting directly to the Board. The Internal Audit Charter gives sufficient autonomy to the Internal Auditors and strengthens their reporting role to the Audit Committee. The Company has a Whistle Blowing Procedure with measures for ensuring the confidentiality of reports.

The Company has a Statutory Audit Committee of six (6) members with three (3) Members elected in a transparent process by Shareholders at every Annual General Meeting (AGM) and three (3) members nominated to the Committee by the Board of Directors. The Company is audited by PKF Professional Services, an internationally renowned Audit Firm of repute. The Audit Committee and the External Auditors exercise full independent judgment in the exercise of their duties.

The Audit Committee (governed by a code issued by the Securities & Exchange Commission (SEC) and additional guidelines issued by the Board) meets at least four times a year to review the state of internal controls and corporate governance.

The Shareholders’ Representatives on the Audit Committee are:

Mr. Alex AdioMr. Eric AkinduroMr. Agboola Olawole

During the year under review, Audit Committee membership was reconstituted, and Engr. Kingsley Uyokpeyi was appointed on 18th June 2019 to replace Mr. Akin Oladapo who was formerly representing Japaul Management team.

CORPORATE GOVERNANCE REPORT (Cont’d)


4. Ethics and Compliancei. The Company is committed to corporate ethical conduct and observance of due process. The Company has several Policies in place in furtherance of corporate ethical conduct including the Anti-Bribery and Anti-Corruption Policy. It complies with all prescribed laws and regulations relevant to its operations.

ii. Code of conduct regarding Securities Trading transactions by directors and other insiders of the Company was adopted and fully complied with during the year under review. No record of non-compliance with the required standard set out in The Exchange’s listings rules and in the Issuer’s code of conduct regarding securities transactions by Insiders in line with Rule 17:15(d) of the Rulebook of The Exchange, 2015 part II (Issuers Rule).

iii. Complaint Management Policy of the Company was incorporated in compliance with the Securities and Exchange Rule on Complaint management by public companies.

iv. No contravention against regulatory requirements with no imposed sanction recorded in the year under review.

v. No donation of any kind to any body, affiliation, or government parastatal in the year under review.

5. Sub-committees of the BoardThe Sub-Committees of the Board were constituted during the year in review with the following membership:

NAME 26-03-19 11-06-19 17-10-19 17-12-19 TOTAL

MR. ALEX ADIO YES YES YES YES 4/4

MR. ERIC

AKINDURO YES YES YES YES 4/4

MR. AGBOOLA OLAWOLE

YES YES YES YES 4/4

MR. AKIN OLADAPO

YES YES REPLACED REPLACED 2/4

ENGR. KINGSLEY UYOKPEYI

NOT YET

APPOINTED

NOT YET APPOINTED

YES

YES

2/4

MR. OLUWASEYI OYINLOLA

YES

YES

YES

YES

4/4

ONOME OKODIYA ESQ.

YES

YES

YES

YES

4/4

The Audit Committee met four times within the year in review.

The Board met four times within the year in review. NAME 26-03-19 13-06-19 18-10-19 19-12-19 TOTAL MR. JEGEDE ABIODUN PAUL

YES YES YES YES 4/4

MR. OLUSOLA OKE YES YES YES YES 4/4 HON. ABDULKADIR NASIR

NO YES YES YES 3/4

MR AKINLOYE DANIEL OLADAPO

YES YES YES YES 4/4

ENGR. KINGSLEY UYOKPEYI

YES YES YES YES 4/4


YES YES YES YES 4/4

ONOME OKODIYA ESQ.

YES NO YES YES 3/4

MRS FUNMILOLA OMODAMORI

YES

YES

NO

YES

3/4


CORPORATE GOVERNANCE REPORT (Cont’d)

Committee on Finance & Strategy NAME 25-03-19 13-06-19 17-10-19 17-12-19 TOTAL

MRS FUNMI OMODAMORI

YES YES YES YES 4/4

MR. ONOME OKODIYA ESQ

NO NO YES YES 2/4


NO YES YES YES 3/4

MR. AKINLOYE DANIEL OLADAPO

YES

YES

YES

YES

4/4

Committee on Risk Management

NAME

26-03-19

13-06-19

18-10-19

19-12-19

TOTAL HON ABDULKADIR

NASIR

NO

YES

YES

YES

3/4

MR. OLUSOLA OKE

NO

YES

YES

YES

3/4 MR. KINGSLEY

UYOKPEYI

YES

YES

YES

YES

4/4

MR. AKINLOYE DANIEL OLADAPO

YES

YES

YES

YES

4/4

MRS FUNMI OMODAMORI

YES

YES

NO

YES

3/4

HEAD OF INTERNAL AUDIT

YES

YES

YES

YES

4/4

Committee on Remuneration & Establishment NAME 26-03-19 13-06-19 18-10-19 19-12-19 TOTAL

HON. ABDULKADIR NASIR

NO

YES

YES

YES

3/4

MR. OLUSOLA OKE

YES

YES

YES

YES

4/4


YES

YES

YES

YES

4/4

MR. ONOME OKODIYA ESQ.

YES

NO

YES

YES

3/4

NAME

25-03-19

11-06-19

17-10-19

17-12-19

TOTAL

MR AKINLOYE DANIEL OLADAPO

YES YES YES YES 4/4

MRS FUNMI OMODAMORI

YES YES YES YES 4/4

MR. ONOME OKODIYA ESQ.

YES YES NO NO 2/4

MR. KINGSLEY UYOKPEYI

YES YES YES YES 4/4

Committee on Policy

REPORT OF THE AUDIT COMMITTEE


Mr. OYINLOLA Oluwaseyi Mr. ADIO Alex

Mr. AKINDURO Eric

Barr. ONOME Okodiya

Mr. AGBOOLA Olawole Musa Engr. KINGSLEY Uyokpeyi

REPORT OF THE AUDIT COMMITTEE

In accordance with the provision of Section 359(6) of the Companies and Allied Matters Act, Cap C20, LFN 2004, Members of the Audit Committee of Japaul Oil & Maritime Services Plc carried out the following functions under the Act:

a. Reviewed the scope and planning of the audit requirements of the External Auditors;

b. Reviewed the External Auditors’ Memorandum of Recommendations on Accounting Procedures and Internal Controls together with the Management Responses thereon;

c. Ascertained that the accounting and reporting policies of the Company for the year ended 31st December 2019 are in accordance with legal requirements and ethical practices.

In our opinion, the scope and planning of the audit for the year ended 31st December 2019 were adequate and the Management Responses to the Auditors’ findings were satisfactory.We acknowledge the cooperation of the Auditors; PKF Professional Services, Management, and Staff of the Company in the performance of our statutory duties.

ADIO A. ALEXCHAIRMAN AUDIT COMMITTEEFRC/2013/IMN/0000000863829 May 2020

In accordance with the provisions of Sections 334 and 335 of the Companies and Allied Matters Act, CAP C20 Laws of the Federation of Nigeria 2004, and the Financial Reporting Council Act No. 6, 2011, the Directors are responsible for the preparation of consolidated financial statements which give a true and fair view of the state of affairs of the Company, and of the financial performance for the year. The responsibilities include ensuring that:

(a) appropriate internal controls are established both to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

(b) the Company keeps accounting records which disclose with reasonable accuracy the financial position of the Company and which ensure that the consolidated financial statements comply with requirements of International Financial Reporting Standards and the Companies and Allied Matters Act, CAP C20 Laws of the Federation of Nigeria 2004 and the Financial Reporting Council Act No. 6, 2011.

(c)the Company has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates, and that all applicable accounting standards have been followed; and

(d) it is appropriate for the consolidated financial statements to be prepared on a going concern basis unless it is presumed that the Company will not continue in business."

The Directors accept responsibility for the consolidated financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates in conformity with International Financial Reporting Standards, the requirements of the Companies and Allied Matters Act, CAP C20 Laws of the Federation of Nigeria 2004 and the Financial Reporting Council Act No. 6, 2011.

The Directors are of the opinion that the consolidated financial statements give a true and fair view of the state of the financial affairs of the Company and of the financial performance for the year.

The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of the consolidated financial statements, as well as adequate systems of financial control. Nothing has come to the attention of the Directors to indicate that the Company will not remain a going concern for at least twelve months from the date of this statement.

Signed on behalf of the Directors by:

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RELATION TO THE PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019


INDEPENDENT AUDITOR'S REPORT


INDEPENDENT AUDITOR'S REPORT (cont’d)


CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAT 31 DECEMBER 2019

(3) (6) (1)

Group Company31-Dec-19 31-Dec-18 31-Dec-19 31-Dec-18

Note N’000 N’000 N’000 N’000

AssetsNon-current assetsProperty, plant and equipment 15 7,419,934 17,809,161 3,678,786 13,637,825 Assets under finance lease 16 5,000,000 3,675,693 5,000,000 3,675,693 Intangible assets 17 - - - - Investment in subsidiaries 18 - - 40,000 40,000 Investment in associates 19 - - - 5,300

20 25,786 17,534 25,786 17,534 Total non-current assets 12,445,720 21,502,388 8,744,571 17,376,352

Current assetsInventories 21 12,527 19,705 - - Trade and other receivables 22 10,499,295 1,693,898 18,191,479 8,242,946 Cash and bank balances 23 255,716 822,404 1,028 1,032 Total current assets 10,767,538 2,536,007 18,192,507 8,243,978

LiabilitiesCurrent liabilitiesBank overdrafts 23 381,118 448,880 - 650 Trade and other payables 24 11,711,000 7,583,871 11,379,905 5,551,864 Defined contribution pension plan 25 192,227 140,162 146,212 98,067 Loans and borrowings 26 - 777,163 - 777,163 Finance lease facilities 27.2 - 4,357,326 - 4,357,326 Current income tax liability 13.2 198,580 49,816 78,620 8,750 Total current liabilities 12,482,925 13,357,218 11,604,737 10,793,820

Net current (liabilities)/assets (1,715,387) (10,821,211) 6,587,770 (2,549,842)

Non-current liabilitiesDefined benefit plan 25 72,709 72,709 42,604 42,604 Loans and borrowings 26 - 38,080,973 - 38,080,973 Finance lease facilities 27.2 5,000,000 7,109,322 5,000,000 7,109,322 Deferred tax liability 13.4 966,376 958,111 909,886 909,886 Total non-current liabilities 6,039,085 46,221,115 5,952,490 46,142,785

Net assets/(liabilities) 4,691,248 (35,539,938) 9,379,851 (31,316,275)

EquityShare capital 28.2 3,131,351 3,131,351 3,131,351 3,131,351 Share premium 28.3 16,440,679 16,440,679 16,440,679 16,440,679 Loss sustained 28.4 (14,903,740) (55,775,130) (9,534,320) (50,222,194) Remeasurement reserve 28.5 (195) (195) (22) (22) Fair value reserve 28.6 11,831 3,579 11,831 3,579 Foreign exchange reserve 28.7 1,269,713 1,600,425 (669,668) (669,668) Equity attributable to owners of the

parents 5,949,639 (34,599,291) 9,379,851 (31,316,275)

Non-controlling interest 28.8 (1,258,390) (940,647) - - Total equity 4,691,249 (35,539,938) 9,379,851 (31,316,275)

_________________________Paul A. Jegede Akinloye Daniel Oladapo Funmilola OmodamoriChairman Group Managing Director ED Finance and PlanningFRC/2013/IODN/00000002328 FRC/2016/CIS/00000014722 FRC/2017/ICAN/00000016769

The consolidated financial statements were approved by the Board of Directors and authorised for issue on 29 May

2020 and signed on its behalf by:

The accompanying notes form an integral part of these consolidated financial statements.

Fair value through other comprehensive income


CONSOLIDATED STATEMENT OF PROFIT OR LOSS ANDOTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2019

2019 2018 2019 2018Continuing operations Note N'000 N'000 N'000 N'000

Revenue 7 725,472 936,281 85,853 368,962 Direct costs 8 (1,668,865) (1,963,256) (1,054,492) (1,325,595)

Gross loss (943,393) (1,026,975) (968,639) (956,633) Other income 10 43,816,132 111,869 43,706,115 106,750 Administrative expenses 11 (635,838) (2,497,289) (771,585) (2,011,278)

Operating profit/(loss) 42,236,901 (3,412,395) 41,965,891 (2,861,161)

Net finance costs 12.2 (1,208,147) (3,170,885) (1,208,147) (3,170,899)

Profit/(loss) before taxation 41,028,754 (6,583,280) 40,757,744 (6,032,060) Income tax expense 13.1 (111,457) (10,352) (69,870) (8,750)

Profit/(loss) for the year 40,917,297 (6,593,632) 40,687,874 (6,040,810)

Profit/(loss) for the year attributable to:Owners of the parents 28.3 40,917,297 (6,593,632) 40,687,874 (6,040,810) Non-controlling interest 28.8 - - - -

40,917,297 (6,593,632) 40,687,874 (6,040,810)

Other comprehensive gain/(loss)

Items that will not be reclassified subsequently

to profit or loss

Exchange difference on translation of foreign operations 28.7 (648,455) (762,643) - -

Items that may be reclassified subsequently to

profit or lossActuarial gain on defined benefit plan 25 - - - -

Fair value gain/(loss) on investment - FVTOCI 28.5 8,252 (9,412) 8,252 (9,412)

Total other comprehensive (loss)/gain (640,203) (772,055) 8,252 (9,412)

Total comprehensive profit/(loss) for the year 40,277,094 (7,365,687) 40,696,126 (6,050,222)

Total comprehensive profit/(loss) attributable to:Owners of the parents 40,594,837 (6,976,739) 40,696,126 (6,050,222) Non-controlling interest (317,743) (388,948) - -

40,277,094 (7,365,687) 40,696,126 (6,050,222)

Earnings/(loss) per share 14 653 (105) 650 (96)

Group Company



CONSOLIDATED STATEMENT OF CHANGES IN EQUITYAT 31 DECEMBER 2019

Gro

up

Issu

ed s

hare

capi

tal

Shar

e pr

emiu

mLo

ss s

usta

ined

Re-m

easu

rem

ent

rese

rve

Fair

val

ue re

serv

e

Fore

ign

exch

ange

rese

rve

Non

-con

trol

ling

inte

rest

Tota

l eq

uit

y

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

At

1 J

anu

ary

20

18

3,1

31

,35

1

1

6,4

40,6

79

(4

9,1

81

,49

8)

(1

95

)

1

2,9

92

1,9

74

,12

0

(55

1,6

99

)

(2

8,1

74

,25

0)

Ch

an

ge

s i

n e

qu

ity f

or

20

18

:L

oss

for

the

ye

ar

-

-

(6

,59

3,6

32

)

-

-

-

-

(6

,59

3,6

32

)

Oth

er

co

mp

reh

en

siv

e i

nc

om

eA

ctu

aria

l lo

ss o

n d

efin

ed

ben

efit

pen

sio

n p

lans

-

-

-

-

-

-

-

-

F

air v

alu

e lo

ss o

n in

vest

men

t -

FV

TO

CI

-

-

-

-

(9,4

13)

-

-

(9,4

13)

E

xcha

nge

loss

on

fo

reig

n o

pera

tions

-

-

-

-

-

(37

3,6

95

)

(3

88,9

48

)

(7

62,6

43

)

To

tal

co

mp

reh

en

siv

e l

os

s f

or

the

ye

ar

-

-

(6

,59

3,6

32

)

-

(9

,41

3)

(3

73,6

95

)

(3

88,9

48

)

(7

,36

5,6

88

)

Tra

ns

ac

tio

ns

wit

h o

wn

ers

, re

co

rde

d d

irec

tly i

n e

qu

ity

Div

iden

ds p

aid

in t

he

yea

r-

-

-

-

-

-

-

-

At

31 D

ece

mb

er

20

18

3,1

31

,35

1

1

6,4

40,6

79

(5

5,7

75

,13

0)

(1

95

)

3

,579

1

,600

,42

5

(94

0,6

47

)

(3

5,5

39

,93

8)

At

1 J

an

ua

ry 2

019

3,1

31

,35

1

1

6,4

40,6

79

(5

5,7

75

,13

0)

(1

95

)

3

,579

1

,600

,42

5

(94

0,6

47

)

(3

5,5

39

,93

8)

Ch

an

ge

s i

n e

qu

ity f

or

20

19

:P

rofit

for

the

yea

r-

-

40,9

17,2

97

-

-

-

-

40,9

17,2

97

Oth

er

co

mp

reh

en

siv

e i

nc

om

eA

ctu

aria

l lo

ss o

n d

efin

ed

ben

efit

pen

sio

n p

lans

-

-

-

-

-

-

-

-

F

air v

alu

e g

ain

on in

vest

me

nt

- F

VT

OC

I-

-

-

-

8

,252

-

-

8,2

52

Exc

ha

nge

loss

on

fo

reig

n o

pera

tions

-

-

-

-

-

(33

0,7

12

)

(3

17,7

43

)

(6

48,4

55

)

To

tal

co

mp

reh

en

siv

e p

rofi

t/(l

os

s)

for

the

ye

ar

-

-

4

0,9

17,2

97

-

8,2

52

(3

30,7

12

)

(3

17,7

43

)

4

0,2

77,0

94

Tra

ns

ac

tio

ns

wit

h o

wn

ers

, re

co

rde

d d

irec

tly i

n e

qu

ity

Ad

just

men

t-

-

(45

,907

)

-

-

-

-

(45

,907

)

At

31 D

ece

mb

er

20

19

3,1

31

,35

1

1

6,4

40,6

79

(1

4,9

03

,74

0)

(1

95

)

11,8

31

1,2

69

,71

3

(1,2

58,3

90

)

4,6

91

,24

9


CONSOLIDATED STATEMENT OF CHANGES IN EQUITYAT 31 DECEMBER 2019 (Cont’d)

Co

mp

an

y

Iss

ue

d s

ha

re

cap

ita

l

Sh

are

pre

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m

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ss

su

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d

Re

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mea

su

rem

en

t

rese

rve

Fa

ir v

alu

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rese

rve

Fo

reig

n

exc

ha

ng

e

rese

rve

To

tal

eq

uit

yN

'00

0N

'00

0N

'00

0N

'00

0N

'00

0N

'00

0N

'00

0

At

1 J

anu

ary

20

18

3,1

31

,35

1

1

6,4

40,6

79

(44

,181

,38

4)

(2

2)

12,9

92

(6

69,6

68

)

(2

5,2

66

,05

2)

Ch

an

ge

s i

n e

qu

ity f

or

20

18

:L

oss

for

the

ye

ar

-

-

(6,0

40,8

10

)

-

-

-

(6

,04

0,8

10

)

Oth

er

co

mp

reh

en

siv

e i

nc

om

e

Actu

aria

l ga

in o

n d

efin

ed

ben

efit

pla

n-

-

-

-

-

-

-

Fa

ir v

alu

e lo

ss o

n in

vest

men

t -

FV

TO

CI

-

-

-

-

(9

,41

3)

-

(9,4

13)

To

tal

co

mp

reh

en

siv

e l

os

s f

or

the

ye

ar

-

-

(6,0

40,8

10

)

-

(9,4

13)

-

(6,0

50,2

23

)

Tra

ns

ac

tio

ns

wit

h o

wn

ers

, re

co

rde

d d

irec

tly i

n e

qu

ity

Div

iden

ds p

aid

in t

he

yea

r-

-

-

-

-

-

-

At

31 D

ece

mb

er

20

18

3,1

31

,35

1

1

6,4

40,6

79

(50

,222

,19

4)

(2

2)

3,5

79

(66

9,6

68

)

(3

1,3

16

,27

5)

3,1

31

,35

0

1

6,4

40,6

79

(50

,222

,19

6)

(2

3)

3,5

81

(66

9,6

68

)

A

t 1

Jan

ua

ry 2

019

3,1

31

,35

1

1

6,4

40,6

79

(50

,222

,19

4)

(2

2)

3,5

79

(66

9,6

68

)

(3

1,3

16

,27

5)

Ch

an

ge

s i

n e

qu

ity f

or

20

19

:P

rofit

for

the

yea

r-

-

4

0,6

87

,874

-

-

-

4

0,6

87,8

74

Oth

er

co

mp

reh

en

siv

e i

nc

om

e

Actu

aria

l ga

in o

n d

efin

ed

ben

efit

pla

n-

-

-

-

-

-

-

Fa

ir v

alu

e g

ain

on in

vest

me

nt

- F

VT

OC

I-

-

-

-

8,2

52

-

8,2

52

To

tal

co

mp

reh

en

siv

e p

rofi

t fo

r th

e y

ear

-

-

40,6

87

,874

-

8,2

52

-

40,6

96,1

26

Tra

ns

ac

tio

ns

wit

h o

wn

ers

, re

co

rde

d d

irec

tly i

n e

qu

ity

Div

iden

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in t

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-

-

-

-

-

-

At

31 D

ece

mb

er

20

19

3,1

31

,35

1

1

6,4

40,6

79

(9,5

34,3

20

)

(2

2)

11,8

31

(6

69,6

68

)

9

,379

,85

1

(23

)


CONSOLIDATED STATEMENT OF CASH FLOWSAT 31 DECEMBER 2019

2019 2018 2019 2018Notes N'000 N'000 N'000 N'000

Cash flows from operating activitiesCash receipts from customers 1,507,632 2,643,338 595,555 2,154,241 Payment to suppliers and employees (1,416,190) (1,246,190) (594,768) (1,518,314)

Cash generated from operations 91,442 1,397,148 787 635,927

Payment for employee benefit obligations 25.1 - (2,032) - (2,032) Current income tax paid 13.2 37,307 (2,363) (0) -

Net cash from operating activities 29 128,749 1,392,753 787 633,895

Cash flows from investing activitiesPurchase of property, plant and equipment 15 (140) (140) (140) (140) Purchase of finance lease (5,000,000) - (5,000,000) -

Proceed on disposal of property, plant and equipment - 843,014 - 828,350

Interest received 12 - 21 - 7

Net cash (used in)/from investing activities (5,000,140) 842,895 (5,000,140) 828,217

Cash flows from financing activities

Restructuring cost capitalised 26.1.3 - 1,441,456 - 1,441,456 Settlement of loan 26.1.3 - - - - Additions in the year 5,000,000 - 5,000,000 - Accrued interest during the year 27.2 - 498,621 - 498,621 Settlement of finance lease 27.2 - - - - Interest paid 12 - (3,170,906) - (3,172,939)

Net cash from/(used in) financing activities 5,000,000 (1,230,829) 5,000,000 (1,232,862)

Net increase in cash and cash equivalents 128,609 1,004,819 647 229,250 Cash and cash equivalents at 1 January 373,524 141,547 382 (228,868) Effect of foreign exchange on foreign operation (627,535) (772,842)

23.1 (125,402) 373,524 1,029 382

Group Company

Cash and cash equivalents at 31 December



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAT 31 DECEMBER 2019

1. The Entity1.1 Legal form Japaul Oil & Maritime Services Plc was incorporated on 29 June 1994 as a private limited liability company

and commenced business in January 1997. Japaul Oil is in the business of oil and maritime services. The Company's shares were listed on the Nigerian Stock Exchange (NSE). As at year end, the Company has

four subsidiaries, namely:

- Japaul Shipping & Offshore Services Limited- Japaul Mines & Products Limited- Japaul Dredging Services Limited- Japaul Gulf Electro Mechanical LLC Dubai UAE

The Registered office address of the company is Japaul House, Plot 8, Dr. Nurudeen Olowopopo Avenue, Central Business District (CBD), Agidingbi, Ikeja, Lagos, Nigeria.

1.2 Principal activities The principal activities of the group are engaging in oil and maritime services in the upstream segment of the

oil and gas industry. The group's scope of operations covers the provision of offshore oilfield vessels, dredging activities in oil fields/locations, quarry services, maritime and logistics, oil flowlines/pipeline construction in swamps.

2. Basis of preparation2.1 Statement of compliance The group’s consolidated financial statements for the year ended 31 December 2019 have been prepared in

accordance with International Financial Reporting Standards (IFRSs) as issued by the IASB. Additional information required by local regulators has been included where appropriate.

The consolidated financial statements comprise of the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of cashflows and notes to the consolidated financial statements.

2.2 Basis of measurement The financial statements have been prepared in accordance with the going concern principle under the

historical cost convention, except for financial assets (liabilities) which were measured at fair value. The liability for defined benefit obligations is recognized as the present value of the defined benefit obligation less the total of the plan assets, plus unrecognized actuarial gains, less unrecognized past service cost and unrecognized actuarial losses while the plan assets for defined benefit obligations are measured at fair.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates, it also requires management to exercise its judgment in the process of applying the group’s accounting policies. Changes in assumptions may have a significant impact on the financial statements in the period the assumptions changed. Management believes that the underlying assumptions are appropriate and therefore the group’s financial statements present the financial position and results

2.3 Going concern considerations The Group had been making persistent losses over the years and at 31 December 2019, the Group made a

gross loss from operation of N943.3 million (December 2018 : N1.027 billion), while the Company made a gross loss of N968.6 million (December 2018 : N956.6 million) due to curtailed operational activities. The Group had a working capital deficiency of N1.7 billion (2018: 10.8 billion). During the year the company settled its outstanding liabilities with its creditors through mutually agreed terms and conditions which resulted in debts waiver and ceding of some pledged collateral securities. The effect of the settlement resulted in other income of N43.017 billion during the year and consequently reversed the negative

shareholders fund.

The Group's continued existence as a going concern is dependent on the following:- Sustaining and expanding our existing quarring business;- Refurbising and upgrading of existing equipment for hiring purposes;- Diversification into mechanised mining of solid minerals;- Advancing into smart real estate through Artificial Intelligence (AI) and Blockchain technologies;- Positioning for the dredging and supply of sand and aggregate as part of the Nigerian Content


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAT 31 DECEMBER 2019 (Cont’d)

Contractor for Mambilla Hydroelectric Power Project in Gembu, Taraba State.- Sustaining and growing our recent effort in retail sand mining operations at various sites across the count- Arranging for private equity investment/funding.

Upon due consideration of the uncertainties described above, the Directors have a reasonable expectation that the Group have adequate resources to continue in operation for the foreseeable future. For these reasons, the Directors continue to adopt the going concern basis in preparing the financial statements as at 31 December 2019.

2.4 Functional and presentation currency This consolidated financial statements are presented in Naira, which is the Group’s presentational

currency. The consolidated financial statements are presented in the currency of the primary economic environment in which the Company operates (its functional currency). For the purpose of the consolidated financial statements, the consolidated results and financial position are expressed in Naira, which is the functional currency of the Company, and the presentational currency for the financial statements.

2.5 Basis of consolidation This consolidated financial statements comprise the financial statements of the company and its

subsidiaries as at 31 December, 2019.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the group obtains control, and continues to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting year as the parent company, using the same accounting policies.

All inter-group balances, transactions, dividends, unrealised gains on transactions within the Group are eliminated on consolidation. Unrealised losses resulting from inter-group transactions are eliminated, but only to the extent that there is no evidence of impairment.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

2.6 Summary of Standards and Interpretations effective for the first time

2.6.1 Amendments effective from annual periods beginning on or after 1 January 2019 IFRS 16 'Leases' Effective for an annual periods beginning on or after 1 January 2019: - New standard that introduces a single lessee accounting model and requires a lessee to recognise assets

and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. A lessee measures right-of- use assets similarly to other non-financial assets (such as property, plant and equipment) and lease liabilities similarly to other financial liabilities. As a consequence, a lessee recognises depreciation of the right-of-use asset and interest on the lease liability, and also classifies cash repayments of the lease liability into a principal portion and an interest portion and presents them in the statement of cash flows applying IAS 7 Statement of Cash Flows;

- IFRS 16 contains expanded disclosure requirements for lessees. Lessees will need to apply judgement in deciding upon the information to disclose to meet the objective of providing a basis for users of financial statements to assess the effect that lease;

- IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently;

- IFRS 16 also requires enhanced disclosures to be provided by lessors that will improve information disclosed about a lessor’s risk exposure, particularly to residual value risk;

- IFRS 16 supersedes the following Standards and Interpretations:



a) IAS 17 Leases;b) IFRIC 4 Determining whether an Arrangement contains a Lease;c) SIC-15 Operating Leases—Incentives; andd) SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

IFRIC 23 Uncertainty over Income Tax Treatments The interpretation specifies how an entity should reflect the effects of uncertainties in accounting for income taxes.

2.6.2 Standards Issued and Effective on or after 1 January 2022 a) IFRS 17 Insurance Contracts IFRS 17 creates one accounting model for all insurance contracts in all jurisdictions that apply IFRS.This standard replaces IFRS 4 – Insurance contracts.

The key principles in IFRS 17 are that an entity:- identifies as insurance contracts those contracts under which the entity accepts significant insurance risk from another party (the policyholder) by agreeing to compensate the policyholder if a specified uncertain, future event (the insured event) adversely affects the policyholder;

- separates specified embedded derivatives, distinct investment components and distinct performance obligations from the insurance contracts;

- divides the contracts into groups it will recognise and measure;

- recognises and measures groups of insurance contracts at a risk-adjusted present value of the future cash flows (the fulfilment cash flows) that incorporates all the available information about the fulfilment cash flows in a way that is consistent with observable market information plus (if this value is a liability) or minus (if this value is an asset) an amount representing the unearned profit in the group of contracts (the contractual service margin);

- recognises the profit from a group of insurance contracts over the period the entity provides insurance coverage, and as the entity is released from risk, if a group of contracts is or becomes loss-making, an entity recognises the loss immediately;

- presents separately insurance revenue, insurance service expenses and insurance finance income or expenses;

- discloses information to enable users of financial statements to assess the effect that contracts within the scope of IFRS 17 have on the financial position, financial performance and cash flows of the entity. To do this, an entity discloses qualitative and quantitative information about:

• the amounts recognised in its financial statements from insurance contracts;• the significant judgements, and changes in those judgements, made when applying the Standard; and• the nature and extent of the risks from contracts within the scope of this Standard.

2.6.3 Narrow Scope Amendments deferred until further notice a) IFRS 10 consolidated financial statements

Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28): Narrow scope amendment address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28 (2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture.

b) IAS 28 Investments in Associates and Joint VenturesSale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS10 and IAS 28): Narrow scope amendment to address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28 (2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture.

2.6.4 New standards, amendments and interpretations issued but without an effective dateAt the date of authorisation of these financial statements the following standards, amendments to existing



standards and interpretations were in issue, but without an effective date: This includes:

Amendments to IFRS 10 and IAS 28 consolidated financial statements and Investments in Associates and Joint VenturesAmends IFRS 10 consolidated financial statements and IAS 28 Investments in Associates and Joint

Ventures (2011) to clarify the treatment of the sale or contribution of assets from an investor to its associate or joint venture, as follows:

- Require full recognition in the investor's financial statements of gains and losses arising on the sale or contribution of assets that constitute a business (as defined in IFRS 3 Business Combinations);- Require the partial recognition of gains and losses where the assets do not constitute a business, i.e. a gain or loss is recognized only to the extent of the unrelated investors’ interests in that associate or joint venture.

These requirements apply regardless of the legal form of the transaction, e.g. whether the sale or contribution of assets occurs by an investor transferring shares in a subsidiary that holds the assets (resulting in loss of control of the subsidiary), or by the direct sale of the assets themselves.

3. Summary of significant accounting policiesThe significant accounting policies set out below have been applied in preparing the financial statements unless otherwise indicated.

3.1 Investments in associatesAn associate is an entity over which the group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The investment in an associate is initially recognized at cost and adjusted for any impairment losses in subsequent periods in separate financial statements. If the group’s share of losses of an associate exceeds its interest in the associate, the group discontinues recognizing its share of further losses.

3.2 Investment in subsidiariesInvestments in subsidiaries are carried at cost. The consolidated financial statements include the financial statements of the holding company and its subsidiaries. A subsidiary is one in which the group has controlling interest and controls the operation/decision making of the subsidiary.

3.3 Intangible assets3.3.1 Intangible assets acquired separately

Intangible assets acquired separately are shown at historical cost less accumulated amortization andimpairment losses.

Amortization is charged to profit or loss on a straight-line basis over the estimated useful lives of the intangible asset unless such lives are indefinite. These charges are included in other expenses in profit or loss. Intangible assets with an indefinite useful life are tested for impairment annually.Amortization periods and methods are reviewed annually and adjusted if appropriate. %

Computer software 20

3.4 Property, plant and equipment3.4.1 Initial recognition

All property, plant and equipment assets are stated at cost less accumulated depreciation less accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

3.4.2 Subsequent costs Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

3.4.3 Depreciation of property, plant and equipmentDepreciation on other assets is calculated using the straight-line method to allocate their cost or revalued



amounts to their residual values over their estimated useful lives, as follows: %Land -Buildings 2Furniture and fittings 25Computer equipment 25Motor vehicles 25Office equipment 25Marine equipment 5Plant and machinery 10Survey equipment 25Heavy duty vehicles 162/3The assets’ residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable value.The group reviews the estimated useful lives of property, plant and equipment at the end of each reporting period.

3.4.4 Derecognition Gains and losses on disposals are determined by comparing the proceeds with the carrying amount, these are included in the income statement under operating income. When revalued assets are sold, the amounts included in the revaluation surplus are transferred to retained earnings.

3.4.5 Reclassification When the use of a property changes from owner-occupier to investment property, the property is remeasured to fair value and reclassified as investment property. Any gain arising on re-measurement is recognized in the income statement to the extent that it reverses a previous impairment loss on the specific property, with any remaining recognized in other comprehensive income and presented in the revaluationreserve in equity. Any loss is recognized immediately in the income statement.

3.5 Discontinued operations and non-current assets held for saleDiscontinued operations and non-current assets held for sale are measured at the lower of carrying amount and fair value less costs to sell.

Discontinued operations and non-current assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use.

This is the case, when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and the sale is considered to be highly probable.

A sale is considered to be highly probable if the appropriate level of management is committed to a plan to sell the asset (or disposal group), and an active programme to locate a buyer and complete the plan has been initiated. Furthermore, the asset (or disposal group) has been actively marketed for sale at a price that is reasonable in relation to its current fair value. In addition, the sale is expected to qualify for recognition as a completed sale within one-year from the date that it is classified as held for sale.

3.6 InventoriesInventories are valued at the lower of cost and net realisable value on a first in first out basis. The cost of inventories includes expenditures incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventory and work in progress, cost includes an appropriate share of production overheads based on normal activity levels.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling.

3.7 Impairment of non-financial assetsThe group assesses annually whether there is any indication that any of its assets have been impaired. If such indication exists, the asset's recoverable amount is estimated and compared to its carrying value.



Where it is impossible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the smallest cash-generating unit to which the asset is allocated. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount an impairment loss is recognized immediately in profit or loss, unless the asset is carried at a revalued amount, in which case the impairment loss is recognized as revaluation decrease.

3.8 Financial instrumentsFinancial instruments carried in the statement of financial position includes available for sale assets, loans and receivables, cash and cash equivalents and borrowings. Financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. The various classifications of financial instruments, their measurement subsequent to initial recognition, reclassifications and derecognition are stated as follows:

3.8.1 Financial assetsThe group classifies its financial assets into the following categories: at fair value through profit or loss, loans and receivables, held to maturity assets and available for sale assets. The classification is determined by management at initial recognition and depends on the purpose for which the investments were acquired.

a) ClassificationFinancial assets at fair value through profit or lossThis category has two sub-categories: financial assets held for trading and those designated at fair valuethrough profit or loss at inception.

A financial asset is classified into the ‘financial assets at fair value through profit or loss’ category at inception if acquired principally for the purpose of selling in the short term, if it forms part of a portfolio of financial assets in which there is evidence of short-term profit-taking, or if so designated by management. Derivatives are also classified as held for trading unless they are designated as hedges.

Financial assets designated as at fair value through profit or loss at inception are those that are:Held in internal funds to match insurance and investment contracts liabilities that are linked to the changes in fair value of these assets. The designation of these assets to be at fair value through profit or loss eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as ‘an accounting mismatch’) that would otherwise arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. Information about these financial assets is provided internally on a fair value basis to the group’s key management personnel.

Loans and receivablesLoans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the group intends to sell in the short term or that it has designated as at fair value through profit or loss or available for sale. Receivables arising from insurance contracts are also classified in this category and are reviewed for impairment as part of the impairment review of loans and receivables.

Held-to-maturity financial assetsHeld-to-maturity investments are non-derivative financial assets with fixed or determinable payments andfixed maturities that the group’s management has the positive intention and ability to hold to maturity, other than:• those that the group upon initial recognition designates as at fair value through profit or loss;• those that the group designates as available for sale; and• those that meet the definition of loans and receivables.

Interests on held-to-maturity investments are included in the income statement and are reported as ‘finance income’. In the case of an impairment, it is been reported as a deduction from the carrying value of the investment and recognised in the income statement as ‘Net gains/(losses) on investment securities’.

Available-for-sale financial assetsAvailable-for-sale investments are financial assets that are intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, exchange rates or equity prices or that are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.



b) Recognition and measurementRegular-way purchases and sales of financial assets are recognized on the trade date – the date on which the group commits to purchase or sell the asset.

Financial assets are initially recognized at fair value plus, in the case of all financial assets not carried at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Financial assets carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in the income statement.

Financial assets are derecognized when the rights to receive cash flows from them have expired or where they have been transferred and the group has also transferred substantially all risks and rewards of ownership.

Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables and held-to- maturity financial assets are carried at amortised cost using the effective interest method. Gains and losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are included in the income statement in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the income statement as part of other income when the group’s right to receive payments is established. Changes in the fair value of monetary and non-monetary securities classified as available for sale are recognised in other comprehensive income.

When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognized in other comprehensive income are included in the income statement as net realised gains on financial assets.

Interest on available-for-sale securities calculated using the effective interest method is recognised in the income statement. Dividends on available-for-sale equity instruments are recognised in the income statement when the group’s right to receive payments is established; both are included in the investment income line.

For financial instruments traded in active markets, the determination of fair values of financial assets and financial liabilities is based on quoted market prices or dealer price quotations. This includes listed equity securities and quoted debt instruments on major exchanges.

The quoted market price used for financial assets held by the company is the current bid price. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, Industry Company, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. If the above criteria are not met, the market is regarded as being inactive. For example, a market is inactive when there is a wide bid-offer spread or significant increase in the bid-offer spread or there are few recent transactions.

c) ReclassificationsFinancial assets other than loans and receivables are permitted to be reclassified out of the held-for-trading category only in rare circumstances arising from a single event that is unusual and highly unlikely to recur in the near-term. In addition, the group may choose to reclassify financial assets that would meet the definition of loans and receivables out of the held-for-trading or available-for-sale categories, if the group has the intention and ability to hold these financial assets for the foreseeable future or until maturity at the date of reclassification.

Reclassifications are made at fair value as of the reclassification date. Fair value becomes the new cost or amortised cost as applicable, and no reversals of fair value gains or losses recorded before reclassification date are subsequently made. Effective interest rates for financial assets reclassified to loans and receivables and held-to-maturity categories are determined at the reclassification date. Further increases in estimates of cash flows adjust effective interest rates prospectively.

3.8.2 Financial liabilitiesThe group's financial liabilities in the statement of financial position includes borrowings and finance lease obligations. These financial liabilities are initially recognised at fair value and subsequently measured at



amortised cost using the effective interest method. Financial liabilities are included in current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Interest bearing borrowingsInterest bearing borrowings are stated 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 is the rate that exactly discounts estimated futurecash payments through the expected life of the financial liability.

3.8.3 Impairment of financial assetsa) Financial assets carried at amortised cost

The group assesses at each end of the reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Objective evidence that a financial asset or group of assets is impairedincludes observable data that comes to the attention of the group about the following events:• significant financial difficulty of the issuer or debtor;• a breach of contract, such as a default or delinquency in payments;• it becoming probable that the issuer or debtor will enter bankruptcy or other financial reorganisation;• the disappearance of an active market for that financial asset because of financial difficulties; or observable data indicating that there is a measurable decrease in the estimated future cash flow from a group of financial assets since the initial recognition of those assets, although the decrease cannot yetbe identified with the individual financial assets in the group, including: - adverse changes in the payment status of issuers or debtors in the group; or - national or local economic conditions that correlate with defaults on the assets in the group.

The group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant. If the group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss has been incurred on loans and receivables or held-to- maturity investments carried at amortised cost, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement. If a held-to-maturity investment or a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under contract. As a practical expedient, the group may measure impairment on the basis of an instrument’s fair value using an observable market price.

For the purpose of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics (i.e., on the basis of the group’s grading process that considers asset type, industry, geographical location, past-due status and other relevant factors). Those characteristics are relevant to the estimation of future cash flows of such assets by being indicative of the issuer’s ability to pay all amounts due under the contractual terms of the debt instrument being evaluated.

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 (such as improved credit rating), the previously recognized impairment loss is reversed by adjusting the allowance account. The amount of the reversal is recognised in the income statement.

b) Assets classified as available for saleThe group assesses at each date of the statement of financial position whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity investments classified



as available for sale, a significant or prolonged decline in the fair value of the security below its cost is an objective evidence of impairment resulting in the recognition of an impairment loss. In this respect, a decline of 20% or more is regarded as significant, and a period of 12 months or longer is considered to be prolonged. If any such quantitative evidence exists for available-for-sale financial assets, the asset isconsidered for impairment, taking qualitative evidence into account. The cumulative loss (measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss) is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement. If in a subsequent period the fair value of a debt instrument classified as available for sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through the income statement.

3.8.4 Offsetting financial instrumentsFinancial assets and liabilities are offset and the net amount reported in the statement of financial position only when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.

3.9 Trade and other receivablesTrade receivables are amount due from customers for merchandise sold or services performed in the ordinary course of business. If collection of trade and other receivables is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets, if not they are presented as non-current assets. Where the potential impact of discounting future cash receipts over the short credit period is not considered to be material, trade receivables are stated at their original invoiced value. These receivables are reduced by appropriate allowances for estimated irrecoverable amounts.

3.10 Cash and cash equivalentsCash equivalents comprises of short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. An investment with a maturity of three months or less is normally classified as being short-term.

For the purpose of presenting the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts.

3.11 Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

3.11.1 As LessorFinance leasesWhen assets are held subject to a finance lease, the related asset is derecognised and the present value of the lease payments (discounted at the interest rate implicit in the lease) is recognised as a receivable. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. Lease income is recognised over the term of the lease using the net investment method (before tax), which reflects a constant periodic rate of return.

Operating leasesRental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Any balloon payments and rent free periods are taken into account when determining the straight-line charge.

3.11.2 As LesseeFinance leasesAssets held under finance leases are recognised as assets of the group at the fair value at the inception of the lease or if lower, at the present value of the minimum lease payments.

The related liability to the lessor is included in the statement of financial position as a finance lease obligation.



Lease payments are apportioned between interest expenses and capital redemption of the liability, Interest is recognised immediately in profit or loss, unless attributable to qualifying assets, in which case they are capitalised to the cost of those assets.

Contingent rentals are recognised as expenses in the periods in which they are incurred.

Operating leasesOperating lease payments are recognised as an expense on a straight-line basis over the lease term, except if another systematic basis is more representative of the time pattern in which economic benefits will flow to the group.

Contingent rentals arising under operating leases are recognised in the period in which they are incurred.

3.12 Trade and other payablesTrade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business. Accounts payable are classified as current liabilities if payment is due with one year or less. If not, they are presented as non-current liabilities.

Other payables are stated at their original invoiced value, as the interest that would be recognised from discounting future cash payments over the short payment period is not considered to be material.

3.13 Borrowing costsBorrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset. Other borrowing costs are expensed in the period in which they are incurred.

Interest-bearing borrowings are stated 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 through the expected life of the financial liability.

3.14 Employee benefits3.14.1 Defined contribution pension plan

The group runs a defined contribution plan. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. The group 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 periods.

Under the defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expenses when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

3.14.2 Defined benefit pension planA defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The group’s net obligation in respect of defined benefit plan is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their services in the current and prior periods; that benefit is discounted to determine its present value. Any recognized past service costs and fair value of any plan assets are deducted. The discount rate is the yield at the reporting date on AA credit-rated bonds that have maturity dates approximating the terms of the group’s obligation and that are denominated in the currency in which the benefit are expected to be paid.

The calculation is performed annually by a qualified actuary using the projected credit unit method.

The group recognizes all actuarial gains or losses arising from defined benefit plans immediately in other comprehensive income and all expenses related to defined benefit plans in personnel expenses in profit or loss.The group recognizes gains or losses on the curtailment or settlement of a defined benefit plan when thecurtailment or settlement occurs. The gain or loss on settlement or curtailment comprises any resulting



change in the fair value of the plan asset, any change in the present value of defined benefit obligation, anyrelated actuarial gains or losses and past services cost that had not previously been recognised.

3.14.3 Termination benefitTermination benefit are recognized as an expense when the group is demonstrably committed without realistic possible withdrawal , to a formal detail plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefit for voluntary redundancies is recognized as expenses if the group has made an offer of voluntary redundancy and it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If the benefits are payable more than 12 months after the reporting date, then they are discounted to their present value.

3.13.4 Short term employee benefitsThese are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short term cash bonus or profit sharing plans if the group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

3.15 Taxation3.15.1 Current income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the group’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate.

3.15.2 Deferred income taxDeferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit (loss), it is not accounted for. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the group controls the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities, where there is an intention to settle the balances on a net basis.

The tax effects of carry-forwards of unused losses or unused tax credits are recognised as an asset when it is probable that future taxable profits will be available against which these losses can be utilised. Deferred tax related to fair value re-measurement of available-for-sale investments and cash flow hedges, which are charged or credited directly in other comprehensive income, is also credited or charged directly to other comprehensive income and subsequently recognised in the income statement together with the deferred gain or loss.



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

The amount recognized 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.

3.16.1 WarrantyA provision for warranty is recognized when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated possibilities.

3.16.2 RestructuringA provision for restructuring is recognized when the group has approved a formal detail restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating losses are not provided for.

3.16.3 Onerous contract Provision for onerous contracts is recognized when the expected benefit to be derived by the group from a contract are lower than the unavoidable costs of meeting its obligation under the contract. The provision is measured at the present value of the lower of the expected costs of terminating the contract and the expected net cost of continuing with the contract.

3.17 Equity instrumentsEquity instruments issued by the group are recorded at the value of proceeds received, net of costs directly attributable to the issue of the instruments. Shares are classified as equity when there is no obligation to transfer cash or other assets. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction from the proceeds, net of tax.

Where any group purchases the group’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the group’s equity holders. Where such shares are subsequently sold, reissued or otherwise disposed of, any consideration received is included in equity attributable to the group’s equity holders, net of any directly attributable incremental transaction costs and the related income tax effects.

3.18 Compound instrumentsAt the issue date, the fair value of the liability component of a compound instrument is estimated using the market interest rate for a similar non-convertible instrument. This amount is recorded as a liability at amortised cost using the effective interest method until extinguished upon conversion or at the instrument’s redemption date. The equity component is determined as the difference of the amount of the liability component from the fair value of the instrument. This is recognised in equity, net of income tax effects, and is not subsequently remeasured.

3.19 Revenue recognition3.19.1 Sale of goods or services

Revenue from the sale of goods in the ordinary course of business is measured at the fair value of consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognized when persuasive evidence persists, usually in the form of an executed sales agreement, that thesignificant risks and rewards of ownership have been transferred to the customer, recovery of consideration is probable, the associated cost and possible return of goods can be estimated reliably, there is no continuing involvement with the goods, and the amount of revenue can be measured reliably. If it is probablethat discount will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized.

3.19.2 Investment returnInvestment return includes dividend income, interest and rent receivable, movement in amortized cost on debt securities and other loan and receivables, realized gains and losses, and unrealized gains and losses on fair value of the financial assets.



3.19.3 Interest incomeInterest 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 the assets carrying amount.

3.19.4 Rental incomeRental income is recognized on an accrued basis.

3.19.5 Realised gains and lossesThe realised gains or losses on the disposal of an asset is the difference between proceeds received, net of transaction costs and its original or amortised costs as appropriate.

3.20 Foreign currencies3.20.1 Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the entities within the group. Monetary items denominated in foreign currencies are retranslated at the exchange rates applying at the reporting date. Nonmonetary 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. Exchange differences are recognized in profit or loss in the period in which they arise except for:

• Exchange differences on foreign currency borrowings which are regarded as adjustments to interest costs , where those interest costs qualify for capitalization to assets under construction;

• Exchange differences on transactions entered into to hedge foreign currency risks;• Exchange differences on loans to or form a foreign operation for which settlement is neither planned nor

likely to occur and therefore forms part of the net investment in the foreign operation, which are recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal of the net investment.

3.20.2 Foreign operationsThe functional currency of the parent Company and the presentation currency of the financial statements is Nigerian Naira. The assets and liabilities of the Group’s foreign operations are translated to Naira using exchange rates at the year end. Income and expense items are translated at the average exchange rates for the year, unless exchange rates fluctuated significantly during that year, in which case the exchange rate on transaction date is used. Goodwill acquired in business combinations of foreign operations are treated as assets and liabilities of that operation and translated at the closing rate.

Exchange differences are recognised in other comprehensive income and accumulated in a separate category of equity.

3.21 Segment reportingThe Group‘s operating segments are organized by the nature of the operations and further by geographiclocation into geographical regions; local and foreign to highlight the contributions of foreign operations to the Group. Due to the nature of the Group, Japaul Oil’s Executive Committee regularly reviews operating activityon a number of bases, including by geographical region, customer Group and business activity bygeographical region.

A segment is a distinguishable component of the Group that is engaged in providing related products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risk and rewards that are different from those of other segments.Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

The Group‘s operating segments were determined in a manner consistent with the internal reporting provided to the Executive Committee, which represents the chief operating decision-maker, as this is the information CODM uses in order to make decisions about allocating resources and assessing performance.



All transactions between business segments are conducted on an arm‘s length basis, with intrasegment revenue and costs being eliminated in Head office. Income and expenses directly associated with each segment are included in determining business segment performance.

4. Critical accounting estimates and judgementThe group makes estimate and assumption about the future that affects the reported amounts of assets and liabilities. Estimates and judgment are continually evaluated and based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumption.

The effect of a change in an accounting estimate is recognized prospectively by including it in the comprehensive income in the period of the change, if the change affects that period only, or in the period of change and future period, if the change affects both.

The estimates and assumptions that have a significant risks of causing material adjustment to the carrying amount of asset and liabilities in the next financial statements are discussed below:

a) Defined benefit obligationThe present value of defined benefit obligation depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the defined benefit obligation include the discount rate, the group determines the discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimate future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the group considers the interest rates of high- quality corporate bond that are denominated in the currency in which the benefits will be paid, and have terms to maturity approximating the terms of the defined benefit obligation.

b) Impairment of available-for-sale equity financial assetsThe group determines that available-for-sale equity financial assets are impaired when there has been a significant or prolonged decline in the fair value below its cost. This determination of what is significant or prolonged requires judgment. In making this judgment, the group evaluates among other factors, the normal volatility in share price, the financial health of the investee, industry and sector performance, changes in technology, and operational and financing cash flow. Impairment may be appropriate when there is evidence of deterioration in the financial health of the investee, industry and sector performance, changes in technology, and financing and operational cash flows.

The fair values of financial instruments where no active market exists or where quoted prices are not otherwise available are determined by using valuation techniques. In these cases the fair values are estimated from observable data in respect of similar financial instruments or using models. Where market observable inputs are not available, they are estimated based on appropriate assumptions. Where valuation techniques (for example, models) are used to determine fair values, they are validated and periodically reviewed by qualified personnel independent of those that sourced them.

To the extent practical, models use only observable data; however, areas such as credit risk (both own credit risk and counterparty risk), volatilities and correlations require management to make estimates.

Changes in assumptions about these factors could affect the reported fair value of financial instruments.

c) Impairment of property, plant and equipment and intangible assets Management is required to make judgement concerning the cause, timing and amount of impairment. In

the identification of impairment indicators, management considers the impact of changes in current competitive conditions, cost of capital, availability of funding, technological obsolescence, discontinuance of services and other circumstances that could indicate impairment exist.

d) Others are:i. Residual values of items of property, plant and equipment;ii. Estimated useful lives of item of property, plant and equipment;iii. Impairment of doubtful receivables.



5. Risk management frameworkThe primary objective of the group's risk management framework is to protect their stakeholders from events that hinder the sustainable achievement of financial performance objectives, including failing to exploit opportunities. Management recognises the critical importance of having efficient and effective risk management systems in place.

The group has established a risk management function with clear terms of reference from the board of Directors, its committees and the executive management committees.

This is supplemented with a clear organizational structure with documented delegated authorities and responsibilities from the board of directors to executive management committees and senior managers. Lastly, the Internal Audit unit provides independent and objective assurance on the robustness of the risk management framework, and the appropriateness and effectiveness.

The group's principal significant risks are assessed and mitigated under three broad headings:

Strategic risks – This specifically focused on the economic environment, the products offered and market. The strategic risks arised from a group's ability to make appropriate decisions or implement appropriate business plans, strategies, decision making , resource allocation and its inablity to adapt to changes in its business environment.

Operational risks – These are risks associated with inadequate or failed internal processes, people and systems, or from external events.

Financial risks – Risk associated with the financial operation of the group, including underwriting for appropriate pricing of plans, provider payments, operational expenses, capital management, investments, liquidity and credit.

The board of directors approves the group’s risk management policies and meets regularly to approve any commercial, regulatory and organizational requirements of such policies. These policies define the group’s identification of risk and its interpretation, limit structure to ensure the appropriate quality and diversification of assets, align underwriting to the corporate goals, and specify reporting requirements to meet.

5.1 Strategic risks The following capital management objectives, policies and approach to managing the risks which affect

its capital position are adopted by the group.i. To maintain the required level of financial stability thereby providing a degree of security to clients and

plan members. ii. To allocate capital efficiently and support the development of business by ensuring that returns on capital

employed meet the requirements of its capital providers and of its shareholders.iii. To retain financial flexibility by maintaining strong liquidity.iv. To align the profile of assets and liabilities taking account of risks inherent in the business and regulatory requirements.v. To maintain financial strength to support new business growth and to satisfy the requirements of the

regulators and stakeholders.

Approach to capital managementThe group seeks to optimise the structure and sources of capital to ensure that it consistently maximises returns to the shareholders and customers.

The group's approach to managing capital involves managing assets, liabilities and risks in a coordinated way, assessing shortfalls between reported and required capital level on a regular basis.

The group's primary source of capital in 2016 is funding from the banks and foreign lenders.There has been no significant changes to its capital structure during the past year from previous years.

5.2 Operational risksOperational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with



the group’s processes, personnel, technology and infrastructure, and from external factors such as provider tariffs, medical costs, premium review for adequacy, prompt premium payments and collections. Others are legal and regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise from all of the group’s operations.

The group’s objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the group’s reputation with overall cost effectiveness and to avoid control procedures that restrict initiative and creativity.

The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior management within each unit. This responsibility is supported by the development of operational standards for the management of operational risk in the following areas:

• requirments for appropriate segregation of duties, including independent authorisation of transactions.• requirements for the reconciliation and monitoing of transactions.• compliance with regulatory and other legal requirements.• documentataion of controls and procedures.• training and professional development.• ethical and business standards.

5.3 Financial risks The group has exposure to the following risks from financial instruments:

• Credit risks• Liquidity risks• Market risks

a) Credit risksCredit risks arise from a customer payment delays or outright default; inability to fully meet contractual obligations to providers. Exposure to this risk results from financial transactions with a customer.The group has policies in place to mitigate its credit risks.

The group’s Enterprise risk management policy sets out the assessment and determination of what constitutes credit risk for the group. Compliance with the policy is monitored and exposures and breaches are reported to the group’s management. The policy is regularly reviewed for pertinence and for changes in the risk environment.

The debtors' age analysis is also evaluated on a regular basis for potential doubtful debts, where this is considered necessary. The group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables.

The group allows an average debtors period of 45 days after invoice date. It is the group's policy to assess debtors for recoverability on an individual basis and to make provision where it is considered necessary. In assessing recoverability the group takes into account any indicators of impairment up until the reporting date. The application of this policy generally results in debts between 46 and 60 days not being provided for unless individual circumstances indicate that a debt is impaired. Whilst 100% of debtors balances over 365 days are provided for.

Exposure to riskThe carrying amount of the group's financial instruments represents the maximum exposure to credit risk.

2019 2018 2019 2018N'000 N'000 N'000 N'000

Financial assets

25,786 17,534 25,787 17,535 Trade and other receivables 10,479,705 1,670,760 18,173,064 8,225,594 Cash and cash equivalents net of overdraft 255,716 822,404 1,028 1,032

10,761,207 2,510,698 18,199,879 8,244,161

Group Company




The largest individual debtor corresponds to 29% of the total balance (2018: 37%) . Historically these debtors have always paid balances when due, unless the balance or the quality of goods or services delivered is disputed. No debtors’balances have been renegotiated during the year or in the prior year.

b) Liquidity risks Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial instruments.

The group employs policies and procedures to mitigate the it’s exposure to liquidity risk.

c) Market risks Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: foreign exchange rates (currency risk), market interest rates (interest rate risk) and market prices (price risk).

Currency risk Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

The group’s principal transactions are carried out in naira and dollar and its financial assets are primarily denominated in the Naira. Although it has foreign operations. its exposure to foreign exchange risk is minimal as it also has liabilities denominated in foreign currencies to help mitigate risks that may arise.

5.4 Capital managementIn the management of its capital, the group has certain objectives which it intends to achieve, these include:

• the safeguarding of the group's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and the provision of an adequate return to

shareholders by pricing products and services commensurately with the level of risk.• consistency with others in the industry, the group monitors capital on the basis of the debt-to-capital ratio. This ratio is calculated as net debt ÷ capital:• net debt is calculated as total liabilities (as shown in the statement of financial position) less cash and cash

equivalents. Capital comprises all components of equity (i.e. ordinary shares, share premium, retained earnings, and other reserves).

The debt-to-capital ratios at 31 December 2019 and at 31 December 2018 were as follows:

2019 2018 2019 2018N'000 N'000 N'000 N'000

Total liabilities 18,522,010 59,578,333 17,557,227 56,936,605 Less: Cash and cash equivalents 255,716 822,404 1,028 1,032

Net debt 18,266,294 58,755,929 17,556,199 56,935,573

Total equity 5,949,639 (34,599,291) 9,379,851 (31,316,275)

Debt-to-capital ratio 3.07 -1.70 1.87 -1.82

Group Company

The increase in the debt-to-capital ratio during 2019 is the borrowing and resultant effect of the settlement between the company and Access/Diamond bank and the debt waiver of finance lease obligations mutually agreed discharge letters.



6. Financial instruments and fair values As explained in Note 3.7, financial assets and liabilities have been classified into categories that

determine their basis of measurement and, for items measured at fair value, whether changes in fair value are recognized in the statement of income or comprehensive income. These categories are: fair value through profit or loss; loans and receivables; available for sale assets; and, for liabilities, amortized cost or fair value through profit or loss.

The fair value of financial assets together with the carrying amounts shown in the statement of financial position are as follows:

Fair value

through

profit or

loss

Fair value

through other

comprehensive

income

Amortised

cost

Fair value

through

profit or

loss

Total

carrying

amount Fair valueN'000 N'000 N'000 N'000 N'000 N'000

At 31 December 2019

Assets

- 25,786 - - 25,786 25,786 Trade and other receivables - - 10,479,705 - 10,479,705 10,479,705 Cash and cash equivalents 255,716 - - - 255,716 255,716

255,716 25,786 10,479,705 - 10,761,207 10,761,207

LiabilitiesTrade and other payables - - 11,707,917 - 11,707,917 11,707,917 Loans and borrowings - - - - - - Finance lease facility - - 5,000,000 - 5,000,000 5,000,000 Bank overdrafts - - - 381,118 381,118 381,118

- - 16,707,917 381,118 17,089,035 17,089,035

At 31 December 2018

AssetsAvailable for sale assets - 17,534 - - 17,534 17,534 Trade and other receivables - - 1,670,760 - 1,670,760 1,670,760 Cash and cash equivalents 822,404 - - - 822,404 822,404

822,404 17,534 1,670,760 - 2,510,698 2,510,698

LiabilitiesTrade and other payables - - 7,581,770 - 7,581,770 7,581,770 Loans and borrowings - - 37,258,136 - 37,258,136 37,258,136 Finance lease facility - - 11,466,648 - 11,466,648 11,466,648 Bank overdrafts - - - 448,880 448,880 448,880

- - 56,306,554 448,880 56,755,434 56,755,434

Financial assets Financial liabilities


6.2 Maturity profile of financial liabilities6.2.1 Group - Maturity profile of financial liabilities

Bank overdrafts 381,118 - 381,118 Trade and other payables 11,707,917 - 11,707,917 Finance lease facility - 5,000,000 5,000,000 Bank term loans - - -

12,089,035 5,000,000 17,089,035

31 December 2019

N'000 N'000 N'000

Due within

1 year

Due within

1-5 years Total



Vessels' rental This segment is responsible focus on carrying out Marine and Offshore Operations.Chippings and crushing This segment carries out Quarry, crushing and haulage services.Dredging This segment is into dredging and sand mining services.Electrical installations This segment is responsible for construction and maintenance of electromechanical and constructions services.Equipment rental This segment rents equipments

The accounting policies of the reportable segments are the same as described in Notes 3.21.Information regarding the results of each reportable segment is included below.

6.2.1 Group - Maturity profile of financial liabilities

Bank overdrafts 448,880 - 448,880 Trade and other payables 7,581,770 - 7,581,770 Finance lease facility 4,357,326 7,109,322 11,466,648 Bank term loans 777,163 38,080,973 38,858,136

13,165,139 45,190,295 58,355,434

6.2.2 Company - Maturity profile of financial liabilities

Trade and other payables 11,377,804 - 11,377,804 Finance lease obligation - 5,000,000 5,000,000 Bank term loans - - -

11,377,804 5,000,000 16,377,804

Trade and other payables 5,549,762

-

5,549,762

Finance lease obligation 4,357,326

7,109,322

11,466,648

Bank term loans 777,163

38,080,973

38,858,136

10,684,251

45,190,295

55,874,546

31 December 2018

31 December 2019

31 December 2018

N'000 N'000 N'000

Due within

1 year

Due within

1-5 years Total

6.3 Fair valuation methods and assumptions Cash and cash equivalents, trade receivables, trade payable and short term borrowings are assumed to approximate their carrying amounts due to the short-term nature of these financial instruments.The fair value of publicly traded financial instruments is generally based on quoted market prices, with unrealised gains in a separate component of equity at the end of the reporting year.

6.4 Fair value measurements recognised in the statement of financial positionFinancial instruments that are measured subsequent to initial recognition at fair value, are grouped into Levels 1 to 3 based on the degree to which the fair value is observable.Level 1: fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: for equity securities not listed on an active market and for which observable market data exist that the Group can use in order to estimate the fair value;Level 3: fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).The group maintains quoted investments in Access Bank Plc. valued at N17,534,749 (2018 : N26,947,404) which are categorised as level 1, because the securities are listed on the floor of a recognised Exchange. There are no financial instruments in the level 2 and 3 categories for the year.

6.5 Operating Segment The Group has five reportable segments, as described below, which are the Group's strategic business units. The strategic business units offer different service, and are managed separately. For each of the strategic business units, the Group's CEO reviews internal management reports on at least monthly basis. The following summary describes the operations in each of the Group's reportable segments.

Segment Description



2019 2018 2019 2018N'000 N'000 N'000 N'000

Group Company

7. Revenue

7.1.1 Categories of revenue:Vessels' rental - - - - Chippings and crushing 126,680 109,240 - - Dredging 85,853 213,708 85,853 213,708 Electrical installations and constructions - - - - Equipment rental 512,939 613,333 - 155,254 Roads Contructions - - - -

725,472 936,281 85,853 368,962

8. Direct CostsVessels' crew salaries and wages and maintenance 9,164 - - - Chippings and crushing - 9,548 - - Dredging 165,091 266,628 38,089 148,704 Electrical installations and constructions - - - - Equipment repairs and maintenance 140,978 125,691 88,705 116,290 Roads Contructions - - - - Other direct costs 2,703 1,760 - - Depreciation expenses (Note 8.1) 1,350,929 1,559,629 927,698 1,060,601

1,668,865 1,963,256 1,054,492 1,325,595

8.1 Depreciation expensesOwned plant and equipment 1,147,649 1,288,589 724,418 789,561 Leased equipment (Note 16) 203,280 271,040 203,280 271,040

1,350,929 1,559,629 927,698 1,060,601

Gross loss (943,393) (1,026,975) (968,639) (956,633)

Gross loss margin -130% -110% -1128% -259%

The following is an analysis of the Company's andGroup's revenue for the year from continuingoperations (excluding other incomes).



9. Operational segment

Dredging

Services

Offshore

Services

Quarry

Services

Construction

Services

Consolidation

adjustments Total

N’000 N’000 N’000 N’000 N’000 N’000

Revenue:External revenue 85,853 512,939 126,680 - - 725,472 Inter-segment revenue - - - - - -

Total Segment revenue 85,853 512,939 126,680 - - 725,472

Direct cost (447,201) (971,912) (249,752) - - (1,668,865) Other income 43,339,890 438,366 37,874 - - 43,816,130 Operating profit/(loss) 40,757,745 387,512 (121,802) - 5,300 41,028,755

Reportable segment (loss)/profit before income tax 40,757,745 387,512 (121,802) - 5,300 41,028,755 Taxation (69,870) (41,588) - - - (111,458)

Reportable segment (loss)/profit after income tax 40,687,875 345,924 (121,802) - 5,300 40,917,297

Depreciation (12,574) (794) (5,750) - - (19,118)

9.2 Statement of financial positionOperating assets 27,201,753 3,950,116 (1,739,725) 7,185,563 (13,384,449) 23,213,258

Operating liabilities 19,204,511 3,570,332 1,152,572 7,979,040 (13,384,449) 18,522,006

Dredging

Services

Offshore

Services

Quarry

Services

Construction

Services

Consolidation

adjustments Total

N’000 N’000 N’000 N’000 N’000 N’000

Revenue:External revenue 368,962 458,079 109,240 - - 936,281 Inter-segment revenue - - - - - -

Total Segment revenue 368,962 458,079 109,240 - - 936,281

Direct cost (654,614) (318,299) (319,363) - (670,981) (1,963,257) Other income 1,108,236 3,500 1,620 - (1,001,486) 111,870 Operating loss (6,032,059) (229,343) (321,878) - - (6,583,280)

Reportable segment loss before income tax (6,032,059) (229,343) (321,878) - - (6,583,280) Taxation (10,352) - - - - (10,352)

Reportable segment loss after income tax (6,042,411) (229,343) (321,878) - - (6,593,632)

Depreciation (14,304) (3,350) (22,783) - - (40,437)

9.4 Statement of financial positionOperating assets 25,619,299 4,058,947 (1,031,688) 8,302,329 (12,910,490) 24,038,397

Operating liabilities 56,935,576 3,979,480 1,738,358 9,384,090 (49,003,596) 23,033,908

The group has four reportable segments. These segments engage in the provision of the following services: Dredging, Quarry, Construction and Offshore and their results for the year as well as the comparative year are reported as follows:

31-Dec-19

9.1 Statement of profit or loss and

other comprehensive income:

31-Dec-18

9.3 Statement of profit or loss and

other comprehensive income:



9.4

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2019 2018 2019 2018N'000 N'000 N'000 N'000

10. Other incomeJetty income - - - - Rent received from property 30,253 67,877 30,253 67,877 Provision and accruals no longer required 729,220 7,710 656,244 7,691 Effect of settlement (Note 10.1) 43,017,686 - 43,017,686 - Foreign exchange gain 37,973 - 932 - Sundry income (Note 10.2) 1,000 36,282 1,000 31,182

43,816,132 111,869 43,706,115 106,750 760,473 111,870

2019 2018 2019 2018N'000 N'000 N'000 N'000

11. Administration expensesPersonnel expenses (Note 11.1) 131,462 253,077 96,386 165,887 Director's remuneration 63,715 113,606 63,715 113,566 Bank charges 4,540 5,718 2,597 4,292 Travelling and accommodation 54,078 48,535 42,269 29,445 Repairs and maintenance 8,382 6,974 8,228 6,937 Security and cleaning 56,264 98,983 31,159 90,904 Insurance 6,499 20,045 1,349 19,485

Motor running 10,608 13,480 9,325 10,991 Diesel and electricity 5,117 7,099 5,117 7,099 Printing and stationery 7,328 10,156 6,694 9,307 Professional and legal fees 268,320 23,669 266,072 22,929 Auditors' remuneration 6,500 10,000 6,500 10,000 Board and AGM expenses 14,247 14,559 14,247 14,559 Licenses, rates and fees 14,316 29,697 8,516 3,104 Subscription 3,594 5,176 3,509 4,888 Entertainment, advertisement and public relations 20,180 11,715 9,801 8,507 Depreciation and amortisation (Note 11.2) 19,118 40,023 12,574 14,304 Loss on disposal of property, plant and equipment (Note 11.3) - 1,185,576 - 1,185,051 Investment written off - - - - Bad and uncollectible debt 28,019 120,734 15 - Impairment loss (Note 11.4) (106,021) 183,241 163,940 - Foreign exchange loss - 293,777 - 288,574 Other office expenses 19,572 1,449 19,572 1,449

635,838 2,497,289 771,585 2,011,278

Group Company

Group Company

10.1 During the year, land and building and marine equipments pledged as collateral securities for various loans obtained by the company from Access/Diamond Bank have been settled through mutually agreed terms and accumulated finance lease obligations on Continental 1 through Marine Delivery PTE and Asha Deep through Marina Lilac/Standard Chartered. The debts of Marina Lilac was fully waived through a debt pardon and return of associated assets to the owners (Charterers) while that of Access/Diamond Bank were based on executed terms of settlement before the Federal High Court directive on suit no: FHC/L/CS/1222/2018 and some ceded assets. See Note 15,16,26 and 27 for details.



2019 2018 2019 2018N'000 N'000 N'000 N'000

11.1 Personnel expensesSalaries, wages and allowances 101,850 221,405 71,724 141,660 Contributions to pension fund scheme (Note 25.1) 25,585 27,292 22,002 20,402 Defined benefit plan (Note 25.2) - - - - Training, recruitment and canteen expenses 2,030 2,442 1,765 1,892 Medical expenses 1,997 1,196 895 1,191 Other personnel expenses - 742 - 742

131,462 253,077 96,386 165,887

11.2 Depreciation and amortisation expensesDepreciation of property, plant and equipment 19,118 40,024 12,574 14,304 Depreciation of leased assets - - - - Amortisation of intangible assets - - - -

19,118 40,024 12,574 14,304

11.3 Loss on disposal of property, plant and

equipmentProceeds from sale (Note 11.3a) - 843,014 - 828,350

Gross value - 2,462,229 - 2,296,793 Accumulated depreciation (Note 15) - (433,637) - (283,392)

Carrying amount - 2,028,592 - 2,013,401

Loss on disposal - (1,185,578) - (1,185,051)

11.4 Impairment lossTrade and other receivables (Note 22.1) 195,675 177,286 195,675 - Inventories' written off 4,973 4,973 - - Impairment write back (275,008) - - -

Impairment of investment in associates (Note 19) - - 5,300 -

Impairment of property, plant and equipment (Note 15) - - - -

Impairment/(write back) of bank balances (Note 23) (31,661) 982 (37,035) -

(106,021) 183,241 163,940 -

12. Finance cost and finance income12.1. Finance costs

Interest expense on bank loans and overdrafts - 1,517,772 - 1,517,772 Finance lease interest 320,883 498,621 320,883 498,621 Operating lease interest 887,264 1,154,513 887,264 1,154,513

1,208,147 3,170,906 1,208,147 3,170,906

12.2. Finance incomeInterest income - (21) - (7)

Net finance costs 1,208,147 3,170,885 1,208,147 3,170,899

Group Company



2019 2018 2019 2018N'000 N'000 N'000 N'000

13. Taxation13.1 Tax expense

Income tax 81,931 8,750 47,355 8,750 Education tax 29,526 1,602 22,515 - Under provision in prior year - - - -

111,457 10,352 69,870 8,750 Deferred tax (Note 13.4) - - - -

111,457 10,352 69,870 8,750

13.2 Current income tax liabilityAt 1 January 49,816 130,509 8,750 8,067 Tax paid 37,307 (2,363) (0) - Current year charge (Note 13.1) 111,457 10,352 69,870 8,750 Withholding tax credit notes utilised - (88,682) - (8,067) Under provision in prior years - - - -

At 31 December 198,580 49,816 78,620 8,750 8,750

13.3 Reconciliation of effective tax rateProft/(loss) before tax 41,028,754 (6,583,280) 40,757,744 (6,032,060)

Income tax expense 111,457 10,352 69,870 8,750

Effective tax rate 0% (0%) 0% (0%)

Tax calculated using the domesticcorporation tax rate of 30% (31 December2018 : 30%) 12,308,626 (1,974,984) 12,227,323 (1,809,618) Non-deductible expenses - 1,974,985 - 1,809,618 Effect of minimum tax 47,355 8,750 47,355 8,750 Effect of capital allowance - - - - Balancing charge - - - - Effect of education tax levy 29,526 1,602 22,515 - Effect of unrelieved loss - - - - Effect of Under provision in prior years - - - -

12,385,507 10,353 12,297,193 8,750

Group Company

The charge for taxation has been computedin accordance with the provisions of theCompanies Income Tax Act, CAP C21, LFN2004 as amended to date and the EducationTax Act, CAP E4, LFN 2004.

12.3. Interest income represents income

earned on bank deposits while interestexpense represents charges paid on tradefinance, loans and overdraft facilities utilisedduring the year.



2019 2018 2019 2018N'000 N'000 N'000 N'000

13.4 Deferred tax liabilityAt 1 January 958,111 958,111 909,886 909,886 Adjustment 8,265 - - - Charge in the year (Note 13.1) - - - -

At 31 December 966,376 958,111 909,886 909,886

14. Profit/(loss) per shareProfit/(loss) after taxation 40,917,297 (6,593,632) 40,687,874 (6,040,810)

Number of issued shares 6,262,702 6,262,702 6,262,702 6,262,702

Weighted average number of issued shares 6,262,702 6,262,702 6,262,702 6,262,702

Profit/(loss) per share (kobo) 653 (105) 650 (96)

14.1.Profit/(loss) per share (basic) have been computed for each year on the profit/(loss) after tax

attributable to ordinary shareholders and divided by the weighted average number of issued and fullypaid up to N0.50k ordinary share during the year.

Group Company

13.4a Deferred taxation is computed using the

liability method in accordance with IAS 12 on"Income taxes". The deferred tax computationresulted in deferred tax assets which has notbeen recognised in these consolidatedfinancial statements on account of prudence.



15. Property, plant and equipment

15.1 The GroupThe movement on this account during the year was as follows:

Freehold and Plant Equipment, Auto trucks Capital

Leasehold and fixtures and and Motor Marine work in Land Buildings machinery fittings equipment vehicles equipment progress TotalN'000 N'000 N'000 N'000 N'000 N'000 N'000 N'000 N'000

Costs:At 1 January 2018 5,438,364 925,090 3,014,736 129,416 305,312 224,676 20,230,091 204,940 30,472,625

Additions - - - 140 - - - - 140 Disposal (1,812,350) - (157,986) - - (10,527) (481,366) - (2,462,229) Translation difference - - - - - 3,496 - - 3,497

At 31 December 2018 3,626,014 925,090 2,856,750 129,556 305,312 217,645 19,748,725 204,940 28,014,033

At 1 January 2019 3,626,014 925,090 2,856,750 129,556 305,312 217,645 19,748,725 204,940 28,014,033

Additions - - - 140 - - - - 140 Ceded assets (Note 15.2c) (1,439,654) (651,063) - (5) - - (10,043,014) - (12,133,736) Write off (Note 15.2d) - - - - - (22,864) - (204,940) (227,804) Translation difference - - (1) (7,131) - - - - (7,133)

At 31 December 2019 2,186,360 274,027 2,856,749 122,560 305,312 194,781 9,705,711 - 15,645,500

Accumulated depreciation and impairment:

At 1 January 2018 150,073 194,687 2,328,712 121,308 305,312 221,092 5,780,690 204,940 9,306,814

Charge for the year 16,684 17,179 271,030 4,374 - 1,787 1,017,559 - 1,328,613 Disposals - - (143,208) - - (10,113) (280,316) - (433,637) Translation difference - - 944 (944) - 3,082 - - 3,082

At 31 December 2018 166,757 211,866 2,457,478 124,738 305,312 215,848 6,517,933 204,940 10,204,872

At 1 January 2019 166,757 211,866 2,457,478 124,738 305,312 215,848 6,517,933 204,940 10,204,872

Charge for the year 40 16,092 188,928 1,577 - 1,409 958,721 - 1,166,767 Ceded assets (Note 15.2c) - (115,377) - - - - (2,796,172) - (2,911,549) Write-off (Note 15.2d) - - - - - (22,863) - (204,940) (227,803) Translation difference - - (2) (6,720) - - 1 - (6,721)

At 31 December 2019 166,797 112,581 2,646,404 119,595 305,312 194,394 4,680,483 - 8,225,566

Carrying amount:At 31 December 2018 3,459,257 713,224 399,272 4,818 - 1,797 13,230,792 - 17,809,161

At 31 December 2019 2,019,563 161,446 210,345 2,965 - 387 5,025,228 - 7,419,934

Depreciation charge of N1,350,929,417 (Dec 2018 : N1,534,31,270) for the Vessels and other equipments are included in direct cost in the statement of profit or loss and comprehensive income for the Group.

Depreciation charge of N19,117,883 (Dec 2018 : N40,024,019) is included in administrative expenses in the statement of profit or loss and other comprehensive.

During the year, land and buildings and marine equipments pledged as collateral securities for various loans obtained by the group from Access/Diamond Bank and accumulated finance lease obligations on Continental 1 through Marine Delivery PTE waived through a debt pardon and return of associated asset to the owner (Charter) has been mutually agreed between both parties to settle all obligations to the bank based on duly executed terms of settlement before the Federal High Court directive on suit no: FHC/L/CS/1222/2018. See Note 10.1 and 26.1.2 for more details.

There were no capital borrowing costs related to the acquisition of Plant and equipment during the year (Dec 2018: Nil)

The capital work in progress balance of N204,940,827 refers to capital expenditure incurred on Beau Geste drydock has been written off in the year.

No capital borrowing costs related to the acquisition of Plant and equipment during the year. (Dec 2018: Nil)



15.2 CompanyThe movement on this account during the year was as follows:

Plant Equipment, Capital Freehold and fixtures and Motor Marine work

Land Buildings machinery fittings vehicles equipment in progress TotalN'000 N'000 N'000 N'000 N'000 N'000 N'000 N'000

Costs:

At 1 January 2018 4,770,769 718,108 366,443 64,078 53,387 15,321,324 204,940 21,499,049

Additions - - - 140 - - - 140 Disposal (1,812,350) - - - (3,077) (481,366) - (2,296,793)

At 31 December 2018 2,958,419 718,108 366,443 64,218 50,310 14,839,958 204,940 19,202,396

At 1 January 2019 2,958,419 718,108 366,443 64,218 50,310 14,839,958 204,940 19,202,396

Additions - - - 140 - - - 140 Ceded assets (Note 15.2c) (1,439,654) (651,063) - (5) - (10,043,014) - (12,133,736) Write off (Note 15.2d) - - - - - - (204,940) (204,940)

At 31 December 2019 1,518,765 67,045 366,443 64,353 50,310 4,796,944 - 6,863,860

Accumulated depreciation

and impairment:At 1 January 2018 - 157,430 311,661 62,012 53,387 4,254,668 204,940 5,044,098

Charge for the year - 13,039 16,646 1,265 - 772,915 - 803,864 Disposals - - - - (3,077) (280,315) - (283,392)

At 31 December 2018 - 170,469 328,307 63,277 50,310 4,747,268 204,940 5,564,570

At 1 January 2019 - 170,469 328,307 63,277 50,310 4,747,268 204,940 5,564,570

Charge for the year - 11,952 10,341 622 - 714,078 - 736,992 Ceded assets (Note 15.2c) - (115,377) - - - (2,796,172) - (2,911,549) Write off (Note 15.2d) - - - - 1 - (204,940) (204,939)

At 31 December 2019 - 67,044 338,647 63,898 50,311 2,665,174 - 3,185,074

- Carrying amount:At 31 December 2018 2,958,419 547,639 38,136 941 - 10,092,690 - 13,637,825

At 31 December 2019 1,518,765 - 27,796 455 - 2,131,770 - 3,678,786

a. Depreciation charge of N1,054,492,059 (December 2018 : N1,325,595,528) for the Vessels and other equipments are included in direct cost in the statement of profit or loss and comprehensive income for the Company.

b. Depreciation charge of N12,574,035 (December 2018 : N14,303,667) is included in administrative expenses in the statement of profit or loss and other comprehensive income.

c. During the year, land and buildings, marine equipments pledged as collateral securities for various loans obtained by the group from Access/Diamond Bank and accumulated finance lease obligations on Continental 1 through Marine Delivery PTE waived through a debt pardon and return of associated asset to the owner (Charter) has been mutually agreed between both parties to settle all obligations to the bank based on duly executed terms of settlement before the Federal High Court directive on suit no: FHC/L/CS/1222/2018. See Note 10.1 and 26.1.2 for more details.

d. The capital work in progress balance of N204,940,827 refers to capital expenditure incurred on Beau Geste drydock has been written off in the year.

e. No capital borrowing costs related to the acquisition of Plant and equipment during the year. (Dec 2018: Nil)



16. Assets under finance lease

The movement on this account during the year was as follows:

Marine Marineequipment Total equipment Total

N'000 N'000 N'000 N'000Costs:At 1 January 2018 5,539,590 5,539,590 5,539,590 5,539,590

31 December 2018 5,539,590 5,539,590 5,539,590 5,539,590

At 1 January 2019 5,539,590 5,539,590 5,539,590 5,539,590

Additions 5,000,000 5,000,000 5,000,000 5,000,000 Ceded assets (Note 16.c) (5,539,590) (5,539,590) (5,539,590) (5,539,590)

31 December 2019 5,000,000 5,000,000 5,000,000 5,000,000

Accumulated depreciation:At 1 January 2018 1,592,857 1,592,857 1,592,857 1,592,857

Charge for the year 271,040 271,040 271,040 271,040

31 December 2018 1,863,897 1,863,897 1,863,897 1,863,897

At 1 January 2019 1,863,897 1,863,897 1,863,897 1,863,897

Charge for the year 203,280 203,280 203,280 203,280 Ceded assets (Note 16.c) (2,067,177) (2,067,177) (2,067,177) (2,067,177)

31 December 2019 - - - -

Carrying amount:At 31 December 2018 3,675,693 3,675,693 3,675,693 3,675,693

At 31 December 2019 5,000,000 5,000,000 5,000,000 5,000,000

Group Company

a. Depreciation charge of N203,280,218 (December 2018 : N271,040,291) for the Vessels (Continental 1) are included in direct cost in the statement of profit or loss and comprehensive income.

b. No depreciation charge for the year (Dec. 2018: Nil) due to a year moratorium given by Access/Diamond Bank on the two dredgers unmodified lease.

c. During the year, land and buildings, marine equipments pledged as collateral securities for various loans obtained by the group from Access/Diamond Bank and accumulated finance lease obligations on Continental 1 through Marine Delivery PTE waived through a debt pardon and return of associated asset to the owner (Charter) has been mutually agreed between both parties to settle all obligations to the bank based on duly executed terms of settlement before the Federal High Court directive on suit no: FHC/L/CS/1222/2018. See Note 10.1 and 26.1.2 for more details.

d. Modified lease assets from the mutually agreed terms of settlement between the Company and Access Bank during the year was N5b.



2019 2018 2019 2018N'000 N'000 N'000 N'000

17. Intangible assets

Cost:At 31 December 14,382 14,382 14,382 14,382

14,381 14,382 Amortisation and impairment losses:At 1 January 14,382 14,382 14,382 14,382 Amortised for the year - - - -

At 31 December 14,382 14,382 14,382 14,382

14,381 14,382 Carrying amount:At 31 December - - - -

Group Company

a. Intangible assets represent computer software used by the group. The software is not internally generated but rather purchased computer softwares.

b. The amortisation of intangible asset was not recognised in administrative expenses in the statement of profit or loss and other comprehensive income for the Group as the intangible assets had been fully amortised in 2017.



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18.1 Japaul Shipping & Offshore Services LimitedJapaul Shipping And Offshore Services Limited is an indigenous company, Incorporated in 2012 under the Nigerian Companies and Allied Matters Decree of 1990. The company was formed from the Offshore and Marine Division of Japaul Oil and Maritime Services Plc to be a self-sustained company with the focus on carrying out Marine and Offshore Operations.

18.2 Japaul Mines & Products Limited Japaul Mines & Products Limited is a company incorporated in June 2007. It is domiciled in Nigeria and its

principal operations are provision of quarry services, crushing and haulage of materials for construction companies and other end users of crushed granite. It is a wholly owned subsidiary of Japaul Oil & Maritime Services Plc.

18.3 Japaul Dredging Services Japaul Dredging Services Limited is formerly a division of Japaul Oil & Maritime Services Plc but became a

company incorporated in May 2011. It is domiciled in Nigeria and its principal operations are to provide dredging services to the oil majors, equipment fabrications, sand mining and reclamation activities. It is a wholly owned subsidiary of Japaul Oil & Maritime Services Plc.

18.4 Japaul Gulf Electromechanical LLC Japaul Gulf Electromechanical LLC is a company incorporated in 2008. It is domiciled in United Arab

Emirates and its principal operations are procurement, construction and maintenance of electromechanical systems suitable for super structures. Japaul Oil & Maritime Services Plc owns 49% of its share capital, but the entity has been consolidated as a subsidiary based on establishment of control by the parent company. Japaul Gulf Electromechanical LLC invested AED50,000,000 (N2,282,000,000) in Emirates Gabbro Quarry LLC.

18.5 Condensed financial statements of consolidated entitiesThe consolidated results of the consolidated entities of Japaul Oil & Maritime Plc are shown in Note 10.5.1.

The Japaul Oil & Maritime Group in the condensed results includes the results of the underlisted entities:- Japaul Shipping & Offshore Services Ltd- Japaul Mine & Products Ltd- Japaul Dredging Services Ltd- Japaul Gulf Electromechanical



18.5

.1a C

on

den

sed

resu

lt o

f co

nso

lid

ate

d e

nti

ties -

2019

Su

mm

ari

sed

co

nso

lid

ate

d f

inan

cia

l p

osit

ion

Pare

nt-

Jap

au

l O

il &

Mari

tim

e P

lc

Jap

au

l

Sh

ipp

ing

&

Off

sh

ore

Serv

ices L

td

Jap

au

l

Dre

dg

ing

Serv

ices

Ltd

Jap

au

l

Min

es &

Pro

du

cts

Ltd

Jap

au

l G

ulf

Ele

ctr

o

Mech

em

ical

To

tal

Elim

inati

on

Jap

au

l O

il &

Mari

tim

e

Serv

ice P

lc

Gro

up

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

31 D

ecem

ber

201

9A

ssets

Pro

pert

y, p

lant and e

quip

ment

3,6

78

,786

2,8

96,0

53

-

842,7

58

2,3

38

7,4

19,9

35

-

7,4

19

,935

Assets

under

finance lease

5,0

00

,000

-

-

-

-

5,0

00,0

00

-

5,0

00

,000

Inta

ngib

le a

ssets

-

-

-

-

-

-

-

-

Investm

ent in

subsid

iari

es

40,0

00

-

-

-

-

40,0

00

(4

0,0

00)

-

In

vestm

ent in

associa

tes

-

-

-

-

-

-

-

-

25,7

86

-

-

-

-

25,7

86

-

25,7

86

In

ven

tories

-

-

-

-

12,5

27

12,5

27

-

12,5

27

T

rade a

nd o

ther

receiv

able

s18,1

91,4

79

1,0

54,0

64

10,0

00

(2,5

82,4

83)

7,1

70

,699

23,8

43,7

59

(13,3

44,4

49)

10,4

99,3

10

Cash a

nd b

ank b

ala

nces

1,0

28

2,9

93

-

659

251,0

21

255,7

01

-

255,7

01

To

tal assets

26,9

37,0

79

3,9

53,1

10

10,0

00

(1,7

39,0

66)

7,4

36

,585

36,5

97,7

08

(13,3

84,4

49)

23,2

13,2

59

Lia

bilit

ies

Bank o

verd

rafts

-

-

-

-

381,1

18

381,1

18

-

381,1

18

Tra

de a

nd o

ther

paya

ble

s

11,3

79,9

05

3,3

65,3

09

-

1,1

08,6

76

7,8

48

,944

23,7

02,8

34

(11,9

91,8

39)

11,7

10,9

95

Defined c

ontr

ibution p

ensio

n p

lan

146,2

12

18,7

41

-

27,2

74

-

192,2

27

-

192,2

27

Loans a

nd b

orr

ow

ings

-

-

-

-

-

-

-

-

Fin

ance lease facili

ties

5,0

00

,000

-

-

-

-

5,0

00,0

00

-

5,0

00

,000

Curr

ent in

com

e tax

liabili

ty78,6

20

116,2

06

-

3,7

54

-

198,5

80

-

198,5

80

Defined b

enefit pla

n42,6

04

16,5

79

-

13,5

26

-

72,7

09

-

72,7

09

D

efe

rred tax

liabili

ty909,8

86

56,4

90

-

-

-

966,3

76

-

966,3

76

To

tal liab

ilit

ies

17,5

57,2

27

3,5

73,3

25

-

1,1

53,2

30

8,2

30

,062

30,5

13,8

44

(11,9

91,8

39)

18,5

22,0

05

Net

(lia

bilit

ies)/

assets

9,3

79

,852

379,7

85

10,0

00

(2,8

92,2

96)

(7

93,4

77)

6,0

83,8

64

(1,3

92,6

10)

4,6

91

,254

Eq

uit

yS

hare

capital

3,1

31

,351

25,0

00

10,0

00

5,0

00

158,7

88

3,3

30,1

39

(198,7

88)

3,1

31

,351

Share

pre

miu

m16,4

40,6

79

-

-

-

-

16,4

40,6

79

-

16,4

40,6

79

Net lo

ss s

usta

ined

(9,5

34,3

20)

375,1

64

-

(2,9

17,5

05)

334,1

22

(11,7

42,5

39)

(3

,161,2

02)

(14,9

03,7

41)

R

em

easure

ment re

serv

e(2

2)

(20,3

80)

-

20,2

08

-

(1

94)

-

(194)

A

FS

fair v

alu

e r

eserv

e11,8

31

-

-

-

-

11,8

31

-

11,8

31

F

ore

ign e

xchange r

eserv

e(6

69,6

68)

-

-

-

(9

68,6

44)

(1,6

38,3

12)

2,9

08,0

26

1,2

69

,714

Non-c

ontr

olli

ng inte

rest

-

-

-

-

(317,7

43)

(317,7

43)

(940,6

46)

(1,2

58,3

89)

To

tal eq

uit

y9,3

79

,851

379,7

84

10,0

00

(2,8

92,2

97)

(7

93,4

77)

6,0

83,8

61

(1,3

92,6

10)

4,6

91

,251

Fair v

alu

e thro

ugh o

ther

com

pre

hensiv

e

incom

e



Co

nd

en

sed

resu

lt o

f co

nso

lid

ate

d e

nti

ties -

201

9

Su

mm

ari

sed

sta

tem

en

t p

rofi

t o

r lo

ss

an

d o

ther

co

mp

reh

en

siv

e in

co

me

Pare

nt-

Jap

au

l O

il &

Mari

tim

e P

lc

Jap

au

l

Sh

ipp

ing

&

Off

sh

ore

Serv

ices L

td

Jap

au

l

Dre

dg

ing

Serv

ices

Ltd

Jap

au

l

Min

es &

Pro

du

cts

Ltd

Jap

au

l G

ulf

Ele

ctr

o

Mech

em

ical

To

tal

Elim

inati

on

Jap

au

l O

il &

Mari

tim

e

Serv

ice P

lc

Gro

up

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

31 D

ecem

ber

201

9R

eve

nue

85,8

53

512,9

39

-

126,6

80

-

725,4

72

-

725,4

72

Direct

cost

(1,0

54,4

92)

(364,6

22)

-

(249,7

52)

-

(1

,668,8

66)

-

(1

,668,8

66)

Gro

ss (

loss)/

pro

fit

(968,6

39)

148,3

17

-

(123,0

72)

-

(9

43,3

94)

-

(9

43,3

94)

Oth

er

inco

me

43,7

06,1

15

35,1

01

-

37,8

74

-

43,7

79,0

90

-

43,7

79,0

90

Adm

inis

trativ

e e

xpense

s(7

71,5

85)

204,0

94

-

(36,6

05)

-

(6

04,0

96)

5,3

00

(598,7

96)

Op

era

tin

g p

rofi

t/(l

oss)

41,9

65,8

91

387,5

12

-

(121,8

03)

-

42,2

31,6

00

5,3

00

42,2

36,9

00

Net finance

(co

sts)

/inco

me

(1,2

08,1

47)

-

-

-

-

(1,2

08,1

47)

-

(1

,208,1

47)

Pro

fit/

(lo

ss)

befo

re t

axati

on

40,7

57,7

44

387,5

12

-

(121,8

03)

-

41,0

23,4

53

5,3

00

41,0

28,7

53

Inco

me tax

exp

ense

(69,8

70)

(4

1,2

86)

-

(3

00)

-

(1

11,4

56)

-

(1

11,4

56)

Pro

fit/

(lo

ss)

for

the y

ear

40,6

87,8

74

346,2

26

-

(122,1

03)

-

40,9

11,9

97

5,3

00

40,9

17,2

97

31 D

ecem

ber

201

9S

um

mari

sed

sta

tem

en

t o

f cas

h f

low

s

Net ca

sh f

rom

opera

ting a

ctiv

ities

787

(4,4

57)

-

(6,6

01)

-

(1

0,2

71)

-

(1

0,2

71)

Net ca

sh f

rom

inve

stin

g a

ctiv

ities

(5,0

00,1

40)

-

-

-

-

(5,0

00,1

40)

-

(5

,000,1

40)

Net ca

sh u

sed in

fin

anci

ng a

ctiv

ities

5,0

00

,000

-

-

-

-

5,0

00,0

00

-

5,0

00

,000

Net ca

sh a

nd c

ash

equiv

ale

nts

647

(4,4

57)

-

(6,6

01)

-

(1

0,4

11)

-

(1

0,4

11)

Cash

and c

ash

equ

ivale

nts

at 1 J

anuary

382

5,1

18

-

9,5

95

-

15,0

95

-

15,0

95

Cash

an

d c

ash

eq

uiv

ale

nts

at

31

Decem

ber

1,0

29

661

-

2,9

94

-

4,6

84

-

4,6

84


18.5

.1b

Co

nd

en

sed

resu

lt o

f co

nso

lid

ate

d e

nti

ties -

2019

Su

mm

ari

sed

co

nso

lid

ate

d f

inan

cia

l p

osit

ion P

are

nt-

Ja

pau

l O

il &

Mari

tim

e P

lc

Ja

pau

l

Sh

ipp

ing

&

Off

sh

ore

Serv

ices

Ltd

Ja

pau

l

Dre

dg

ing

Serv

ices

Ltd

Ja

pau

l

Min

es &

Pro

du

cts

Ltd

Ja

pau

l G

ulf

Ele

ctr

o

Mech

em

ical

To

tal

Eli

min

ati

on

Ja

pau

l O

il &

Mari

tim

e

Serv

ice P

lc

Gro

up

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

31

De

cem

ber

201

8A

sse

tsP

rope

rty,

pla

nt

an

d e

quip

ment

13

,63

7,8

25

3,1

41,9

44

-

1,0

26

,639

2,7

50

17

,80

9,1

58

-

17

,809

,15

8

Ass

ets

un

der

finan

ce le

ase

3,6

75,6

93

-

-

-

-

3,6

75

,693

-

3,6

75,6

93

Inta

ng

ible

ass

ets

-

-

-

-

-

-

-

-

Inve

stm

ent

in s

ubsi

dia

rie

s40

,000

-

-

-

5,4

61,7

11

5,5

01

,711

(5

,50

1,7

11)

0

Inve

stm

ent

in a

sso

cia

tes

5,3

00

-

-

-

-

5,3

00

(5,3

00)

-

Ava

ilable

for

sale

fin

anci

al a

sse

ts17

,534

-

-

-

-

17

,53

4

-

17

,534

Inve

nto

ries

-

-

-

4,9

73

14

,733

19

,70

6

-

19

,706

Tra

de

an

d o

ther

rece

iva

ble

s8,2

42,9

46

91

7,0

04

10

,00

0

(2

,06

3,3

00)

2,8

23,1

37

9,9

29

,787

(8

,23

5,8

75)

1,6

93,9

12

Cash

an

d b

ank

ba

lan

ces

1,0

32

9,5

96

-

5,1

17

29

5,2

24

31

0,9

69

511

,422

82

2,3

91

To

tal

asse

ts25

,62

0,3

30

4,0

68,5

44

10

,00

0

(1

,02

6,5

71)

8,5

97,5

55

37

,26

9,8

58

(13,2

31,4

64)

24

,038

,39

4

Lia

bil

itie

sB

ank

ove

rdra

fts

650

-

-

-

44

8,2

30

44

8,8

80

-

44

8,8

80

Tra

de

an

d o

ther

pa

yab

les

5,5

51,8

64

3,8

68,5

26

-

1,7

02

,533

9,2

31,0

84

20

,35

4,0

07

(12,7

70,1

35)

7,5

83,8

72

Defin

ed c

on

trib

utio

n p

en

sio

n p

lan

98

,067

17

,98

5

-

24

,11

0

-

14

0,1

62

-

14

0,1

62

Lo

ans

an

d b

orr

ow

ings

38

,85

8,1

36

-

-

-

-

38

,85

8,1

36

-

38

,858

,13

6

Fin

an

ce le

ase

faci

litie

s11

,46

6,6

48

-

-

-

-

11,4

66,6

48

-

11

,466

,64

8

Curr

ent

inco

me t

ax

liabili

ty8,7

50

37

,76

0

-

3,3

05

-

49

,81

5

-

49

,815

Defin

ed b

ene

fit p

lan

42

,604

16

,57

9

-

13

,52

6

-

72

,70

9

-

72

,709

Defe

rre

d t

ax

liabili

ty90

9,8

86

48

,22

5

-

-

-

95

8,1

11

-

95

8,1

11

To

tal

liab

ilit

ies

56

,93

6,6

05

3,9

89,0

75

-

1,7

43

,474

9,6

79,3

14

72

,34

8,4

68

(12,7

70,1

35)

59

,578

,33

3

Net

(lia

bil

itie

s)/

assets

(31,3

16,2

76)

79

,46

9

10

,00

0

(2

,77

0,0

45)

(1,0

81,7

59)

(35,0

78,6

11)

(4

61,3

29

)

(3

5,5

39,9

40)

Eq

uit

yS

hare

capita

l3,1

31,3

51

25

,00

0

10

,00

0

5,0

00

18

6,7

49

3,3

58

,100

(2

26,7

49

)

3,1

31,3

51

Sh

are

pre

miu

m16

,44

0,6

79

-

-

-

-

16

,44

0,6

79

-

16

,440

,67

9

Net

loss

sust

ain

ed

(50,2

22,1

94)

74

,84

7

-

(2,7

95,2

54)

24

4,4

00

(52,6

98,2

01)

(3

,07

6,9

37)

(55,7

75,1

38)

Rem

easu

rem

ent

rese

rve

(22)

(20,3

80)

-

20

,20

8

-

(1

94)

-

(194)

AF

S f

air

valu

e r

ese

rve

3,5

79

-

-

-

-

3,5

79

-

3,5

79

Fo

reig

n e

xch

ang

e r

ese

rve

(669,6

68)

-

-

-

(1

,51

2,9

10)

(2,1

82,5

78)

3,7

83

,008

1,6

00,4

30

Non-c

on

tro

llin

g in

tere

st-

-

-

-

-

-

(9

40,6

46

)

(9

40,6

46)

To

tal

eq

uit

y(3

1,3

16,2

75)

79

,46

7

10

,000

(2,7

70,0

46)

(1,0

81,7

61)

(35,0

78,6

15)

(4

61,3

24

)

(3

5,5

39,9

39)




Su

mm

ari

sed

sta

tem

en

t p

rofi

t o

r lo

ss

an

d o

ther

co

mp

reh

en

siv

e i

nc

om

e

Pare

nt-

Jap

au

l O

il &

Mari

tim

e P

lc

Jap

au

l

Sh

ipp

ing

&

Off

sh

ore

Serv

ices L

td

Jap

au

l

Dre

dg

ing

Serv

ices

Ltd

Jap

au

l

Min

es &

Pro

du

cts

Ltd

Jap

au

l G

ulf

Ele

ctr

o

Mech

em

ical

To

tal

Elim

inati

on

Jap

au

l O

il &

Mari

tim

e G

rou

p

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

N'0

00

31 D

ecem

ber

2018

Reve

nue

368,9

62

458,0

79

-

109,2

40

-

936,2

81

-

936,2

81

Cost

of

sale

s(1

,325,5

95)

(318,2

99)

-

(319,3

63)

-

(1,9

63,2

57)

-

(1

,963,2

57)

Gro

ss (

loss)/

pro

fit

(956,6

33)

139,7

80

-

(210,1

23)

-

(1,0

26,9

76)

-

(1

,026,9

76)

Oth

er

inco

me

106,7

50

3,5

00

-

1,6

20

-

11

1,8

70

-

11

1,8

70

Adm

inis

trativ

e e

xpense

s(2

,011

,278)

(372,6

39)

-

(113,3

75)

-

(2,4

97,2

92)

-

(2

,497,2

92)

Op

era

tin

g(l

oss)/

pro

fit

(2,8

61,1

61)

(229,3

59)

-

(321,8

78)

-

(3,4

12,3

98)

-

(3

,412,3

98)

Net fin

ance

(co

sts)

/inco

me

(3,1

70,8

99)

15

-

(6

00)

-

(3

,171,4

84)

-

(3

,171,4

84)

(Lo

ss)/

pro

fit

befo

re t

axati

on

(6,0

32,0

60)

(229,3

44)

-

(322,4

78)

-

(6,5

83,8

82)

-

(6

,583,8

82)

Inco

me tax

exp

ense

(8,7

50)

(1

,002)

-

(600)

-

(1

0,3

52)

-

(10,3

52)

(Lo

ss)/

pro

fit

for

the y

ear

(6,0

40,8

10)

(230,3

46)

-

(323,0

78)

-

(6,5

94,2

34)

-

(6

,594,2

34)

Su

mm

ari

sed

sta

tem

en

t o

f cash

flo

ws

31 D

ecem

ber

2018

Net ca

sh f

rom

opera

ting a

ctiv

ities

633,8

95

(2

,497)

-

41,2

00

-

672,5

98

720,1

54

1,3

92,7

52

Net ca

sh u

sed in

inve

stin

g a

ctiv

ities

828,2

17

2,4

65

-

13,9

01

-

844,5

83

(1,6

87)

842,8

96

Net ca

sh u

sed in

fin

anci

ng a

ctiv

ities

(1,2

32,8

62)

-

-

-

-

(1,2

32,8

62)

-

(1

,232,8

62)

Net ca

sh a

nd c

ash

equiv

ale

nts

229,2

50

(3

2)

-

55,1

01

-

284,3

19

718,4

67

1,0

02,7

86

Cash

and c

ash

equiv

ale

nts

at

1 J

anuary

(228,8

68)

16,2

82

-

12,4

99

-

(200,0

87)

341,6

33

141,5

46

Effect

of fo

reig

n e

xchange o

n f

ore

ign

opera

tion

(772,8

38)

-

-

-

-

-

-

-

Cash

an

d c

ash

eq

uiv

ale

nts

at

31

Decem

ber

(772,4

56)

16,2

50

-

67,6

00

-

84,2

32

1,0

60,1

00

1,1

44,3

32



Group Company2019 2018 2019 2018N'000 N'000 N'000 N'000

19. Investment in associatesJapaul Infrastructure Limited (Note 19.1) - - 1,000 1,000 Japaul Energy Limited (Note 19.2) - - 4,300 4,300

- - 5,300 5,300 Impairment on investment in associates (Note 19.4) - - (5,300) -

- - - 5,300

Japaul Infrastructure LimitedAt 1 January 1,000 1,000 1,000 1,000 Share of loss in associate (1,000) (1,000) - -

At 31 December - - 1,000 1,000

Japaul Energy LimitedAt 1 January 4,300 4,300 4,300 4,300 Share of loss in associate (4,300) (4,300) - -

At 31 December - - 4,300 4,300

- -

Total assets

Total

liabilities

Gross

profit/(loss)

Profit/(loss)

before taxN'000 N'000 N'000 N'000

31 December 2019Japaul Infrastructure Limited 10,021 801,686 119,944 16,540 Japaul Energy Limited 3,284,503 3,939,742 (105,890) (377,507)

31 December 2018Japaul Infrastructure Limited 10,021 801,686 119,944 16,540 Japaul Energy Limited 3,284,503 3,939,742 (105,890) (377,507)

19.4 The investment in the two associate companies have been defunct. Thus, no operations in the year.

They about filing for tax holiday.

19.1 Japaul Infrastructure Limited Japaul Infrastructures Limited is a company incorporated in July 2012. It is domiciled in Nigeria and its

principal operations is road and building construction. It is an associate of Japaul Oil & Maritime Services Plc as the company has 10% of its shareholding and controls its finance and operational policies therefore has significant influence in it.

19.2 Japaul Energy Limited Japaul Energy Limited is a company incorporated in April 2011. It is domiciled in Nigeria and its principal

operations are downstream operations of petroleum products and allied products. It is an associate of Japaul Oil & Maritime Services Plc as the company has 43% of its shareholding and therefore has significant influence in it.

19.3 Associates undertakings Summarised financial information of the Group's principal associates are as follows:



Group Company2019 2018 2019 2018N'000 N'000 N'000 N'000

Access Bank Plc (Note 20.1) 25,786 17,534 25,786 17,534

25,786 17,534 25,786 17,534

20.1 Access Bank PlcOrdinary shares (2,578,699 units) fair value 17,534 26,947 17,534 26,947 Fair value gains/(loss) (Note 28.6) 8,252 (9,413) 8,252 (9,413)

Market value at year end 25,786 17,534 25,786 17,534

21. Inventories

Quarry/aggregates 12,527 19,705 - -

12,527 19,705 - -

22. Trade and other receivablesTrade receivables 686,139 1,468,299 39,220 548,922 Receivables from related parties (Note 30) 8,547,671 1,328,270 16,800,283 8,164,618 Prepayments 19,590 23,138 18,415 17,352 Staff debtors 5,281 12,774 2,882 2,910 Withholding tax recoverable 132,346 78,669 - - Other debit balances (Note 22.2) 2,034,095 753,492 1,524,019 153,595

11,425,122 3,664,642 18,384,819 8,887,397 Impairment allowance (Note 22.1) (925,827) (1,970,744) (193,340) (644,451)

10,499,295 1,693,898 18,191,479 8,242,946

At 1 January 1,970,744 1,821,836 644,451 672,829 Translation difference (393,806) - - - Write off (846,786) (28,378) (646,786) (28,378) Write back in the year (423,761) - (0) - Charge in the year (Note 11.5) 619,436 177,286 195,675 -

At 31 December 925,827 1,970,744 193,340 644,451

22.1 Impairment allowance movement:

20. Fair value through other

comprehensive income

a. There was no inventory during the year

(Dec 2018: Nil) carried at net realisablevalue.

b. During the year, no inventory was sold and

recognised as direct costs in the statement of profit or loss and other comprehensiveincome (Note 8).




2019 2018 2019 2018N'000 N'000 N'000 N'000

23. Cash and bank balancesCash in hand 2,394 909 663 331 Cash at banks 290,926 890,760 31,601 68,972

293,320 891,669 32,264 69,303 Impairment on dormant current accounts (Note 23.2) (37,604) (69,265) (31,236) (68,271)

255,716 822,404 1,028 1,032 23.1 Bank overdrafts (Note 23.1a) (381,118) (448,880) - (650)

Cash and cash equivalents in the

statement of cash flows (125,402) 373,524 1,028 382

23.2 Impairment on dormant current

accounts

At 1 January 69,265 68,565 68,271 68,271

Write back in the year (37,035) (282) (37,035) -

Charge in the year (Note 11.5) 5,374 982 - -

At 31 December 37,604 69,265 31,236 68,271

24. Trade and other payables

Trade payables 901,921 3,887,154 662,497 3,451,464 Payables to related parties (Note 30) 7,378,325 123,861 9,834,880 1,060,321 Other payables 2,247,996 2,249,698 713,502 887,833 Payment received on account of projects 838,674 986,359 - - Withholding tax, VAT, PAYE, etc. 290,640 299,001 116,564 114,448 Accruals 3,083 2,101 2,101 2,102 Advance rent received 50,361 35,697 50,361 35,696

11,711,000 7,583,871 11,379,905 5,551,864

25. Long term employee benefits

Defined contribution pension plan (Note 25.1) 192,227 140,162 146,212 98,067 Defined benefit plan (Note 25.2) 72,709 72,709 42,604 42,604

264,936 212,871 188,816 140,671

Group Company

23.1a This represents the overdrawn

current account from Commercial bankof Dubai.




2019 2018 2019 2018N'000 N'000 N'000 N'000

25.1 Movement in defined contribution

pension plan:At 1 January 140,162 113,588 98,067 79,697 Deductions (Note 11.1) 52,065 28,606 48,145 20,402 Remittances - (2,032) - (2,032)

At 31 December 192,227 140,162 146,212 98,067

25.2 Movement in defined benefit plan:At 1 January 72,709 72,709 42,604 42,604 Charged during the year (Note 11.1) - - - - Payment during the year - - - - Re-measurement loss - - - -

At 31 December 72,709 72,709 42,604 42,604

Present value of defined benefit obligation 72,709 72,709 42,604 42,604 Fair value of plan assets - - - -

Unrecognised past service costs - - - - Unrecognised actuarial gains/losses - - - -

Analysis:25.2a At 1 January 72,709 72,709 42,604 42,604

Current service cost - - - - Interest costs - - - - Actuarial gain recognised - - - - Benefit paid - - - - Fair value of plan assets - - - - Curtailment and settlement - - - -

At 31 December 72,709 72,709 42,604 42,604

Current service costs - - - -

Interest costs - - - -

Expected return on plan assets - - - -

Recognised past service cost - - - - Gain/loss on curtailment - - - -

- - - -

The principal actuarial assumptions used were:

Discount rate 0% 14% 0% 14%

Inflation rate 0% 12% 0% 12%

Future salary increases 0% 12% 0% 12%

Group Company

25.2b The amount recognised in the statement of

profit or loss and other comprehensive income is

as follows:

Assumptions regarding future mortality experiences are set based on actuarial advices, published statisticsand experience in each territory.



26. Loans and borrowings

2019 2018 2019 2018N'000 N'000 N'000 N'000

Bank term loans (Note 26.1) - 37,258,136 - 38,858,136

26.1 Bank term loans:Diamond Bank Plc (Note 26.1.1) - 28,438,123 - 28,438,123 Access Bank Plc (Note 26.1.2) - 8,820,013 - 10,420,013

- 37,258,136 - 38,858,136

2019 2018 2019 2018

N'000 N'000 N'000 N'000

26.1.3 Movement in bank term loans

At 1 January 38,858,136 37,416,680 38,858,136 37,416,680

Restructuring cost capitalised - 1,441,456 - 1,441,456 Effective interest adjustment - - - - Settlements (Note 27.2) (38,858,136) - (38,858,136) -

At 31 December - 38,858,136 - 38,858,136

26.1.4 Analysed of bank term loansCurrent portion - 777,163 - 777,163 Non-current - 38,080,973 - 38,080,973

- 38,858,136 - 38,858,136

27. Finance lease facilitiesMarine Delivery Pte Ltd Singapore (Note 27.1) - 11,466,648 - 11,466,648 Access Bank Plc. (Note 27.2) 5,000,000 - 5,000,000 -

5,000,000 11,466,648 5,000,000 11,466,648

Group Company

This note provides information about the contractual terms of the Group’s interest-bearing loans andborrowings, which are measured at amortised cost. For more information about the Group's exposure tointerest rate, foreign currency and liquidity risks, see note 5.

Group Company

Diamond Bank Plc.(Now Access Bank Plc.)The facility of US$66,478,405.35 was further restructured with the accumulated unpaid interest of US$11,244,554.98 and rolled over at a reviewed rate of 10% per annum. The balance has been collapsed to one account as Access Bank Plc and has been fully liquidated during the year. See Note 26.1.2 for details.

Access/Diamond Bank Plc.Access Bank and Japual agreed to a conceded amount of N30.9 billion as the final settlement of all outstanding liabilities. This will be settled as follows: The Bank is to take over Dredgers 12 and 13 for N5 billion and the Barge (Beau Geste) for N25.9 billion. This makes up the N30.9 billion.Japaul is to give up its Land and building for N1.5 billion which the bank will give as piecemeal working capital to facilitate the maintenance of the dredgers and reclamation projects. This was treated as a receivable since Japual is yet to receive the money.



2019 2018 2019 2018N'000 N'000 N'000 N'000

27.2 Movement in finance lease facilitiesAt 1 January 11,466,648 10,968,027 11,466,648 10,968,027 Addition in the year 5,000,000 - 5,000,000 - Accrued interest during the year - 498,621 - 498,621 Settlement of finance lease (11,466,648) - (11,466,648) -

At 31 December 5,000,000 11,466,648 5,000,000 11,466,648

27.3 Analysed of finance lease facilitiesCurrent portion - 4,357,326 - 4,357,326 Non-current 5,000,000 7,109,322 5,000,000 7,109,322

5,000,000 11,466,648 5,000,000 11,466,648

28. Share capital and reservesOrdinary shares28.1 Authorised:7,000,000,000 ordinary shares of 50k each 3,500,000 3,500,000 3,500,000 3,500,000

28.2 Issued and fully paid:

6,262,701,716 ordinary shares of 50k eachAt 31 December 3,131,350 3,131,350 3,131,350 3,131,350

28.3 Share premiumAt 31 December 16,440,679 16,440,679 16,440,679 16,440,679

28.4. Loss sustainedAt 1 January (55,775,131) (49,181,499) (50,222,194) (44,181,384) Adjustment (45,907) - - - Profit/(loss) for the year 40,917,297 (6,593,632) 40,687,874 (6,040,810)

At 31 December (14,903,741) (55,775,131) (9,534,320) (50,222,194) (14,903,742) (55,775,131) (9,534,321) (50,222,196)

28.4.1 Loss sustained represent the carried forward recognised loss net of expenses plus current yearprofit/(loss) attributable to shareholders.

Group Company

27.1 Marine Delivery Pte Ltd Singapore (Continental 1)Facility relates to finance lease secured from Marine Delivery Pte Limited Singapore, for a period 8 years, for acquisition of vessel. The interest on the lease facility is 9.62% per annum. The facility is secured by the vessel being leased. This has been fully settled by mutually discharged letters/ agreements from the Charterer (Marine delivery PTE)

Access / Diamond Bank Plc.During the year, accumulated finance lease obligations on Continental 1 through Marine Delivery PTE was fully waived through a debt pardon and the asset was returned to the owner (Marine Delivery PTE). Also, the marine equipments pledged as collateral securities for various loans obtained by the company from Access/Diamond Bank have been mutually agreed to settle all obligations to the bank based on duly executed terms of settlement before the Federal High Court directive on suit no: FHC/L/CS/1222/2018. However, parts of the Company settlement of the total debts owed to the bank was to irrevocably and unconditionallly agreed to assign all of the interest in the two(2) Dredgers (JDXII &JDXIII with registration no SR 2525 & SR 2526 respectively) to the bank for the sum of N5 billion. To this end, the two Dredgers are to be released back to the Company for 6 years with 1 year moratorium on rental payment on or before January 31, 2021 to January 30,2026 with equal annual repayment of N1 billion each.



2019 2018 2019 2018N'000 N'000 N'000 N'000

28.5 Remeasurement reserveAt 1 January (195) (195) (22) (22)

Actuarial loss on defined benefit plan - - - -

At 31 December (195) (195) (22) (22)

28.6 Fair value reserveAt 1 January 3,581 12,993 3,581 12,993 Fair value gain/(loss) for the year (Note 20.1) 8,252 (9,413) 8,252 (9,413)

At 31 December 11,833 3,580 11,833 3,580

28.7 Foreign currency translation reserveAt 1 January 1,600,426 1,974,120 (669,668) 66,668 Loss for the year (330,712) (373,695) - -

At 31 December 1,269,714 1,600,425 (669,668) 66,668

28.8 Non-controlling interestAt 1 January (940,648) (551,700) - - Loss for the year - - - - Exchange loss on foreign operations (317,743) (388,948) - -

At 31 December (1,258,391) (940,648) - -

(1,258,389) (940,646)

Group Company

28.7.1 This represents net exchange differencearising from translation of foreignoperations.

28.5.1Remeasurment reserves represent the

carried forward recognised othercomprehensive income/(loss) on actuariangain/ (loss) plus current year.

28.6.1 Fair value reserves represent the

carried forward recognised othercomprehensive income/(loss)on fair valuegain/(loss) and less tax plus current year.



2019 2018 2019 2018N'000 N'000 N'000 N'000

Group Company

29. Reconciliation of net cash from

operating activities Net profit/(loss) after tax 40,917,297 (6,593,632) 40,687,874 (6,040,810)

Adjustments to reconcile net profit/(loss)

to net cash provided by operating

activities:Finance costs - 3,170,906 - 3,170,906 Finance income - (21) - (7) Depreciation of property, plant and equipment 1,166,767 1,328,613 736,992 803,864 Depreciation of leased assets 203,280 271,040 203,280 271,040

Adjustment to property, plant and equipment (825) 415 - - Impairment on investment in associate companies - - 5,300 - Impairment loss on trade and other receivables(Note 22) 195,675 177,286 195,675 - Recovery and written off on trade and other receivables (1,270,547) (28,378) (646,786) (28,378) Inventories written off 4,973 4,973 - - Defined contribution charged 52,065 28,606 48,145 20,402 Effects of settlements (Note 10.1) (43,017,686) - (43,017,686) -

Loss on disposal of property, plant and equipment - 1,185,576 - 1,185,051 Provision no longer required 384,200 - 387,503 -

Changes in assets and liabilities:Changes in inventories 7,178 38,973 - 34,000 Changes in trade and other receivables (6,260,480) 58,242 (7,997,422) 247,976 Changes in trade and other payables 7,627,129 1,828,480 9,328,041 969,167 Changes in curent income tax liability 111,457 (78,330) 69,870 683 Changes in deferred tax liability 8,265 - - -

Total adjustments (40,788,549) 7,986,381 (40,687,088) 6,674,704

Cash flows from operating activities 128,748 1,392,749 786 633,894



30. Related party transactions/balances During the year, the Group had significant business dealings with other companies that have common

directors with the Company and those that are mebers of the Group. Details of these are described below:

2019 2018 2019 2018N'000 N'000 N'000 N'000

30.1 Amount due from related companies:30.1.1 Amount due from subsidiary companies

Japaul Shipping & Offshore Services Ltd 487,986 - 11,965,322 3,564,569 Japaul Mines & Products Limited (79,369) - 4,660,980 4,426,096 Japaul Dredging 9,986 - - (28) Emirates Gabbro Quarry LLC, U.A.E. 7,028,103 230,964 - -

7,446,706 230,964 16,626,302 7,990,637

30.1.2 Amount due from associate companiesJapaul Infrastructure Limited 900,949 897,290 - - Japaul Energy Limited 200,016 200,018 173,981 173,981

1,100,965 1,097,308 173,981 173,981

Total amount due from related companies 8,547,671 1,328,272 16,800,283 8,164,618

30.2 Amount due to related companies:30.2.1 Amount due to subsidiary companies

Japaul Shipping & Offshore Services Ltd 6,853,693 2 1,177,398 836,676 Japaul Mines & Products Limited (57,082) - 162,793 129,784 Japaul Dredging 457,854 - - -

7,254,465 2 1,340,191 966,460

30.2.2 Amount due to associate companiesJapaul Infrastructure Limited - - - - Japaul Energy Limited 123,861 123,861 103,861 103,861

123,861 123,861 103,861 103,861

Total amount due to related companies 7,378,326 123,863 1,444,052 1,070,321 7,378,325 123,863 9,834,880 1,060,321

30.3 Analysis of related party transactions - Company only2019 2018

Name Nature of transaction N'000 N'000

Japal Offshore & Shipping Ltd Intercompany receivables 10,787,924 2,727,893

Japaul Mines & Products Ltd Intercompany receivables 4,498,187 4,296,312

Japaul Dredging Services Ltd Intercompany payables - (28)

Emirates Gabbro Quarry LLC, U.A.E. Intercompany receivables - - Japaul Infrastructure Ltd Intercompany receivables - - Japaul Energy Ltd Intercompany receivables 70,120 70,120

Group Company



2019 2018 2019 2018N'000 N'000 N'000 N'000

31. Information regarding directors and employees 31.1 Directors' emoluments comprise:

Fees:- Chairman 3,000 3,000 3,000 3,000 - Other Directors 3,938 1,350 3,938 1,350 Other emoluments as executives 56,777 109,256 56,777 109,216

63,715 113,606 63,715 113,566

Chairman 3,000 3,000 3,000 3,000 Highest paid director - - - -

Number Number Number Number 31.2 Employees

Average number of persons employed during the year:Management 18 14 13 12 Administration 74 61 48 45 Others 117 99 46 48

209 174 107 105

The number of employees with gross emoluments within the following bands were:

N N1,000,001 - 2,000,000 162 134 76 74 2,000,001 - 3,000,000 20 18 15 15 3,000,001 - 4,000,000 7 6 4 5 4,000,001 - 5,000,000 6 5 5 5 5,000,001 - 6,000,000 4 3 2 2 6,000,001 and above 10 8 5 5

209 174 107 106

N'000 N'000 N'000 N'000

Employees' costs:Salaries, wages and allowances 101,850 221,405 71,724 141,660 Contributions to pension fund scheme 25,585 27,292 22,002 20,402 Defined benefit pension plan - - - - Training, recruitment and canteen expenses 2,030 2,442 1,765 1,892 Medical expenses 1,997 1,196 895 1,191 Other personnel expenses - 742 - 742

131,462 253,077 96,386 165,887

Group Company



32. Events after statement of financial position date The outbreak of the COVID-19 pandemic with rapid rate of spread present an alarming and unprecedented

public health crisis that overwhelms the global medical emergency response standard. With more than 400,000 deaths and over 5,000,000 infections globally. The impact extends beyond human loss to inestimable economic, business and commercial consequences of which our business is not an exemption.

Since we are not isolated from the world, our business operations were disrupted and therefore impacted by the outbreak of the COVID-19 pandemic. Business operations at our various sites were shutdown during the lockdown measures imposed by the Federal Government of Nigeria. Since our operations were not classified among the essential services, equipments were shutdown and personnel demobilised and stayed home while the executive order lasted. Business development activities and recovery efforts on outstanding income were completely inactive. The restrictions on interstate travel after the easing or the lockdown still did not change the situation as our business is beyond Lagos. However, our assessment of the situation does not present any going concern issues to our business, except for the loss of income and having to incur recurrent expenditures within the period of the lockdown. We have had to retain all our personnel and continue to pay salary of employees, keep touch with employees to ensure necessary safety precautions as advised by NCDC are followed to the letter. Our business will on-stream on the cancellation of the lockdown.

Apart from the above, no event or transaction has occurred since the reporting date, which would have had a material effect on the consolidated financial statements as at that date or which needs to be mentioned in the financial statement in the interests of fair presentation of the Group's financial position as at the reporting date or its result for the year then ended.

33. Contingent liabilities There were no contingent liabilities at 31 December 2019 (31 December 2018 : N400,620,482) in respect of

legal claims made against the group. The Board of Directors are of the opinion that the liabilities will not crystallise, and therefore no provision is made in these consolidated financial statements.

34. Comparative figures Certain comparative figures in these financial statements have been restated to give a more meaningful

comparison.


Other National National DisclosuresDisclosuresNational Disclosures


CONSOLIDATED STATEMENT OF VALUE ADDEDAT 31 DECEMBER 2019

31-Dec-19 31-Dec-18 31-Dec-19 31-Dec-18

N’000 % N’000 % N’000 % N’000 %

Turnover 725,472 936,281 85,853 368,962 Other income 43,816,132 111,890 43,706,115 106,757

44,541,604 1,048,171 43,791,968 475,719

Bought-in-material and services:- Local (3,073,651) (2,607,815) (3,059,876) (2,096,082) - Imported - - - -

Value added/(erroded) 41,467,953 (100) (1,559,644) (100) 40,732,092 (100) (1,620,363) (100)

Applied as follows:-

To pay employees:- Salaries, wages and other staff costs 131,462 - 253,077 16 96,386 - 165,887 10

To pay Government:- Corporate income tax 111,457 - 10,352 1 69,870 - 8,750 -

To pay providers of capital:- Interest on borrowings 1,208,147 3 3,170,906 203 1,208,147 3 3,170,906 196

To provide for replacement of assetsdividend to shareholders and development of business- Depreciation of property, plant and equipment 1,166,767 3 1,328,613 85 736,992 2 803,864 50 - Depreciation of assets under finance lease (2,067,177) (5) 271,040 17 (2,067,177) (5) 271,040 17 - Deferred tax on property, plant and equipment - - - - - - - - - Profit/(loss) for the year 40,917,297 100 (6,593,632) (423) 40,687,874 100 (6,040,810) (373)

Value added/(erroded) 41,467,953 100 (1,559,644) (100) 40,732,092 100 (1,620,363) (100)

The Group The Company

Value added/(eroded) represents the additional wealth which the Group has been able to create/(utilised) by its own and its employees effort.The statements shows the allocation of that wealth among the employees, capital providers, Government and that retained for creation of more wealth.


FINANCIAL SUMMARY-GROUPAT 31 DECEMBER 2019

2019 2018 2017 2016 2015

N'000 N'000 N'000 N'000 N'000

Statement of financial position

Assets

Non-current assetsProperty, plant and equipment 7,419,934 17,809,161 21,165,811 22,329,166 24,853,772 Assets under finance lease 5,000,000 3,675,693 3,946,734 4,223,712 4,501,121

Intangible assets - - - 2 1,101 Investment in associates - - - - - Fair value through other

comprehensive income 25,786 17,534 26,947 15,137 12,507

Total non-current assets 12,445,720 21,502,388 25,139,492 26,568,017 29,368,501

Current assets

Inventories 12,527 19,705 58,678 42,339 333,557 Trade and other receivables 10,499,295 1,693,898 1,901,049 2,439,276 3,575,923 Cash and bank balances 255,716 822,404 902,346 898,530 611,637

Total current assets 10,767,538 2,536,007 2,862,073 3,380,145 4,521,117

Liabilities

Current liabilities

Bank overdrafts 381,118 448,880 760,799 21,945 1,308,527 Trade and other payables 11,711,000 7,583,871 5,755,392 5,999,646 3,660,490 Loans and borrowings - 140,162 748,334 634,728 412,996 Finance lease facility - 777,163 4,167,850 3,645,379 2,258,472 Defined contribution pension plan 192,227 4,357,326 113,588 81,577 40,715 Current income tax liability 198,580 49,816 130,509 452,272 423,988

Total current liabilities 12,482,925 13,357,218 11,676,472 10,835,547 8,105,188

Net current liabilities (1,715,387) (10,821,211) (8,814,399) (7,455,402) (3,584,071)

Non-current liabilities

Defined benefit plan 72,709 72,709 72,709 109,968 140,511 Finance lease facility 5,000,000 38,080,973 6,800,177 5,947,723 3,753,011 Loans and borrowings - 7,109,322 36,668,346 31,101,680 17,449,268

Deferred income tax liability 966,376 958,111 958,111 978,817 953,139

Total non-current liabilities 6,039,085 46,221,115 44,499,343 38,138,188 22,295,929

Net assets/(liabilities) 4,691,248 (35,539,938) (28,174,250) (19,025,573) 3,488,501

Equity

Share capital 3,131,351 3,131,351 3,131,351 3,131,351 3,131,351 Share premium 16,440,679 16,440,679 16,440,679 16,440,679 16,440,679

Loss sustained (14,903,740) (55,775,130) (49,181,498) (36,048,513) (14,038,332) Re-measurement reserve (195) (195) (195) (20,188) (83,964)

AFS fair value reserve 11,831 3,579 12,992 1,182 (1,448) Foreign exchange reserve 1,269,713 1,600,425 1,974,120 (2,057,468) (1,025,002)

Non-controlling interest (1,258,390) (940,647) (551,699) (472,616) (934,783)

4,691,249 (35,539,938) (28,174,250) (19,025,573) 3,488,501


FINANCIAL SUMMARY-GROUPAT 31 DECEMBER 2019

2019 2018 2017 2016 2015

N'000 N'000 N'000 N'000 N'000

Statement of profit or loss and

other comprehensive income

Turnover 725,472 936,281 1,900,966 10,572,215 8,148,580

Gross (loss)/profit (943,393) (1,026,975) (714,345) 2,230,584 2,230,584 Other income 43,816,132 111,869 659,977 89,764 89,764 Administrative expenses (635,838) (2,497,289) (8,418,039) (6,362,851) (6,362,851)

Operating profit/ (loss) 42,236,901 (3,412,395) (8,472,407) (4,042,503) (4,042,503)

Net finance costs (1,208,147) (3,170,885) (4,609,188) (3,856,553) (3,856,553) Profit/(loss) before taxation 41,028,754 (6,583,280) (13,081,595) (7,899,056) (7,899,056) Income tax expense (111,457) (10,352) (127,152) - (137,867)

Profit/(loss) for the year 40,917,297 (6,593,632) (13,208,747) (7,899,056) (8,036,923)

Per share data:

Earnings/(loss) 653 (105) (210) (137,867) (128)

Net assets/(liabilities) 75 (567) (450) (304) 56

Earnings/(loss) per share are based on profit/(loss) after tax attributable to ordinary shareholders divided by the issued and fully paid ordinary shares at the end of each financial year.

Net assets/(liabilities) per share are based on net assets/(liabilities) divided by the issued and fully paid ordinary shares at the end of each financial year.


FINANCIAL SUMMARY-COMPANYAT 31 DECEMBER 2019

2019 2018 2017 2016 2015

N'000 N'000 N'000 N'000 N'000

Statement of financial position

Assets

Non-current assets

Property, plant and equipment 3,678,786 13,637,825 16,454,951 17,027,088 17,599,364 Assets under finance lease 5,000,000 3,675,693 3,946,734 4,223,712 4,500,072

Intangible assets - - - 2 1,101

Investment in subsidiaries 40,000 40,000 40,000 119,820 119,820 Investment in associates - 5,300 5,300 5,300 5,300

Fair value through other comprehensive

income 25,786 17,534 26,947 15,137 12,507

Total non-current assets 8,744,572 17,376,352 20,473,932 21,391,059 22,238,164

Current assets

Inventories - - 34,000 - -

Trade and other receivables 18,191,479 8,242,946 8,462,546 17,328,314 12,351,476 Cash and bank balances 1,028 1,032 83,701 308,641 432,792

Total current assets 18,192,507 8,243,978 8,580,247 17,636,955 12,784,268

Liabilities

Current liabilities

Bank overdrafts - 650 312,569 21,289 1,091,394 Trade and other payables 11,379,906 5,551,863 4,582,701 11,099,307 1,740,001 Current portion of long term borrowings - 777,163 748,334 634,728 412,996 Defined contribution pension plan 146,212 98,067 79,697 60,140 33,625 Current income tax liability 78,620 8,750 8,067 194,246 228,273

Total current liabilities 11,604,738 6,436,493 5,731,368 12,009,710 3,506,289

Net current assets 6,587,769 1,807,485 2,848,879 5,627,245 9,277,979

Non-current liabilities

Defined benefit pension plan 42,604 42,604 42,604 80,410 93,094 Finance lease facility 5,000,000 11,466,648 10,968,027 9,593,102 6,011,483

Long term borrowings - 38,080,973 36,668,346 31,101,688 17,449,268

Deferred income tax liability 909,886 909,886 909,886 909,886 909,886

Total non-current liabilities 5,952,490 50,500,111 48,588,863 41,685,086 24,463,731

Net assets/(liabilities) 9,379,851 (31,316,275) (25,266,052) (14,666,782) 7,052,412

Equity

Share capital 3,131,351 3,131,351 3,131,351 3,131,351 3,131,351 Share premium 16,440,679 16,440,679 16,440,679 16,440,679 16,440,679

Loss sustained (9,534,320) (50,222,194) (44,181,384) (33,536,706) (11,776,073) Remeasurement reserve (22) (22) (22) (33,621) (72,429) AFS fair value reserve 11,831 3,579 12,992 1,183 (1,448) Foreign exchange reserve (669,668) (669,668) (669,668) (669,668) (669,668)

Total equity 9,379,851 (31,316,275) (25,266,052) (14,666,782) 7,052,412 (0)


FINANCIAL SUMMARY-COMPANYAT 31 DECEMBER 2019

2019 2018 2017 2016 2015

N'000 N'000 N'000 N'000 N'000

Statement of profit or loss and other

comprehensive income

Turnover 85,853 368,962 191,383 649,144 5,434,086

Gross (loss)/profit (968,639) (956,633) (980,652) (1,080,639) 1,835,143 Other income 43,706,115 106,750 214,549 295,086 88,005 Administrative expenses (771,585) (2,011,278) (5,214,673) (18,903,851) (5,034,623)

Operating profit/(loss) 41,965,891 (2,861,161) (5,980,776) (19,689,404) (3,111,475) Net finance costs (1,208,147) (3,170,899) (4,609,141) (2,062,591) (3,815,746)

Profit/(loss) before taxation 40,757,744 (6,032,060) (10,589,917) (21,751,995) (6,927,221) Income tax expense (69,870) (8,750) (54,761) (8,639) (42,666)

Profit/(loss) for the year 40,687,874 (6,040,810) (10,644,678) (21,760,634) (6,969,887)

Per share data:Basic earnings/(loss) 650 (96) (170) (347) (111)

Net assets/(liabilities) 150 (500) (403) (234) 113

Earnings/(loss) per share are based on profit/(loss) after tax attributable to ordinary shareholders divided by the issued and fully paid ordinary shares at the end of each financial year.

Net assets/(liabilities) per share are based on net assets/(liabilities) divided by the issued and fully paid ordinary shares at the end of each financial year.


E-DIVIDEND MANDATE ACTIVATION FORM


PROXY FORMA

DM

ISS

ION

CA

RD

Before posting the above card, tear off this part and retain it.

JAPAUL OIL AND MARITIME SERVICES PLCTH

15 ANNUAL GENERAL MEETING

1.

2.

3.

4.

5.

I/We.................................................................................................................................................................................................................being member/members of Japaul Oil & Maritime Services Plc, hereby appoint Mr. Jegede A. Paul, or failing him, Mr. Akinloye Daniel Oladapo, or failing him, Mr. Adio A. Alex, or failing him, Mrs. Obideyi Efunyemi Olatunde, or failing her, Mr. Owolabi A. Segun, or failing him, Mr. Gilbert Olufemi Ayoola, or failing him, Mr. Tunde Badmus, or failing him, Mrs. Funke Augustine, as my/our proxy, to act and vote for me/us

thand on my/our behalf at the 15 Annual General Meeting of the Company to be held at Japaul House, Plot 8, Dr. Nurudeen Olowopopo Avenue, Ikeja CBD, Agidingbi, Ikeja, Lagos on Wednesday 29th day of July, 2020 at 10.00am and at any adjournment thereof.

As witness my/our hand

This…………………………………… day of ……………………………………… 2020.

Shareholder’s signature:.....................................................................

FOR

FOR

AGAINST

AGAINST

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

Number of shares:

I/We desire this proxy to be used in favour of/or against the resolution as indicated alongside (strikeout whichever is not desired)

PLEASE ADMIT ONLY THE SHAREHOLDER NAMED ON THIS CARD OR HIS DULY APPOINTED PROXIES TO THE

FIFTEENTH HELD AT JAPAUL HOUSE, PLOT 8, DR. NURUDEEN OLOWOPOPO AVENUE, IKEJA CBD,

AGIDINGBI, IKEJA, LAGOS STATE

ON WEDNESDAY 29TH JULY, 2020 AT THE HOUR OF 10.00A.M.

NAME OF SHAREHOLDER/PROXY_______________________________________________________________ SIGNATURE______________

ADDRESS _______________________________________________________________________________________________________________

THIS CARD IS TO BE SIGNED AT THE VENUE IN THE PRESENCE OF THE REGISTRAR.

To receive the Audited Accounts for the year ended December 31st 2019 together with

the Report of the Directors, Auditors and Audit Committee thereon.

To re-elect Directors.(i)Mr. Paul Abiodun Jegede.

(ii)Mr. Oluwaseyi Oyinlola.

(iii)Hon. Abdulkadir Nasir.

To re-appoint Auditors.

To authorize the Directors to fix the remuneration of the Auditors..

To elect members of the Audit Committee.

NOTES:i. The Federal Government of Nigeria, State Governments, Health Authorities and Regulatory Agencies have each issued a few directives and guidelines

aimed at curbing the spread of Covid-19 in Nigeria. Particularly, the Lagos State Government prohibited the gathering of more than twenty (20) people whilst the Corporate Affairs Commission (CAC) issued Guidelines on holding of Annual General Meetings by Proxy. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his/her/its stead. A proxy need not also be a member. In view of the above, members should appoint a proxy of their choice from the following proposed proxies to represent them at the meeting: (a) Mr. Jegede A. Paul, (b) Mr. Akinloye Oladapo, (c) Mr. Adio A. alex, (d) Mrs. Obideyi Efunyemi Olatunde, (e) Mr. Owolabi Adeniran Segun, (f) Mr. Gilbert Olufemi Ayoola, (g) Mr. Tunde Badmus, (h) Mrs. Esther Funke Augustine.

ii. A duly executed proxy form should be deposited with the Registrars, Pace Registrars Limited, Akoro House, 24, Campbell Street, Lagos or via email at [email protected] or not less than 48 hours before the time fixed for the meeting.

iii. For the appointment of a proxy to be valid for the purposes of the meeting, the Company has planned to bear the cost of stamp duties on the instruments of proxy.

a.b.

c.

d.

e.f .

g.


To increase authorized Share Capital to sixty billion ordinary and/or preference shares.To authorize to raise additional Equity Capital up to #27b whether by way of Rights issue, Public Offer, Private Placement through Book building or Offer for Subscription, and/or other Securities at such time for such consideration and upon such Terms and Conditions as the Directors may deem.To authorize a Change of Company’s name from Japaul Oil & Maritime Services Plc to Japaul Gold & Ventures Plc.To authorize the company to engage in Mining and Technology business activities through partnerships and acquisitions.To authorize, in an attempt to raise Equity, to carry out Share Reconstruction.To authorize the Directors to do all things necessary and incidental to the achievement and fulfilment of the above special resolutions including amending the Memorandum and Articles of Association of the CompanyTo authorize the Company Secretary to file any requisite documents at the required regulatory bodies


UNCLAIMED DIVIDENDIn past years, the Company has declared dividends of which part of them remained unclaimed as at 31st December 2019

Following this, some dividend warrants have not been presented to the bank for payment while others have been returned to the registrars as unclaimed because the address could not be traced.

This notice is to request all affected Shareholders to contact:

The Company RegistrarsPace Registrars Limited Knight Frank Building 24 Campbell Street Lagos Island Lagos State.

[email protected]

The List of the Unclaimed Dividend are set out in the link below:

https://drive.google.com/file/d/1EL0rCeoKcid-l0SlGVD4x7T8WcrBFRhy/view

Hambak

annual report & accounts - japaul group

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