CAVERTON OFFSHORE SUPPORT : QUARTER 5 FINANCIAL STATEMENT FOR 2023

CAVERTON OFFSHORE SUPPORT GROUP PLC

LAGOS, NIGERIA

ANNUAL REPORT AND CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

CAVERTON OFFSHORE SUPPORT GROUP PLC

ANNUAL REPORT AND CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

TABLE OF CONTENTS	PAGE
Corporate information	1
Statement of corporate responsibility for the financial statements	2
Report of the directors	3
Corporate governance report	7
Statement of directors' responsibilities	9
Report of the audit committee	10
Independent auditor's report	11
Consolidated and separate statements of profit or loss and other comprehensive income	16
Consolidated and separate statements of financial position	17
Consolidated and separate statements of changes in equity	18
Consolidated and separate statements of cash flows	19
Notes to the consolidated and separate financial statements	20
Other national disclosures:
Value added statement	61
Five-year financial Summary - Group	62
Five-year financial Summary - Company	63

2

CAVERTON OFFSHORE SUPPORT GROUP PLC

ANNUAL REPORT AND CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

CORPORATE INFORMATION
DIRECTORS:	Mr Aderemi Makanjuola	Chairman
	Mr Olabode Makanjuola	Managing/CEO
	Mr Akin Kekere-Ekun	Non-Executive Director
	Mr Akinsola Falola	Non-Executive Director
	Mr Bashiru Bakare	Non-Executive Director
	Mallam Bello Gwandu	Non-Executive Director
	Chief Raymond Ihyembe	Independent Director
	HRM Edmund Daukoru, CON	Non-Executive Director
REGISTRATION NUMBER:	RC 750603
WEBSITE:	www.caverton-offshore.com
CORPORATE OFFICE:	1, Prince Kayode Akingbade Close
	Off Muri Okunola Street
	Victoria Island
	Lagos, Nigeria
SOLICITOR:	PINHEIRO LP
	Lagos office
	5/7, Folayemi Street,
	Off Coker Road, Ilupeju, Lagos, Nigeria.
EXTERNAL AUDITOR:	PricewaterhouseCoopers
	Chartered Accountants
	Landmark Towers
	Plot 5B Water Corporation Road
	Victoria Island
	Lagos Nigeria
BANKERS:	Access Bank Plc
	Guarantee Trust Bank Limited
	Wema Bank Plc
	Zenith Bank Plc
REGISTRAR:	Coronation Registrars Limited
	9, Amodu Ojikutu Street

Off Saka Tinubu, Victoria Island

Lagos, Nigeria.

1

CAVERTON OFFSHORE SUPPORT GROUP PLC

ANNUAL REPORT AND CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

STATEMENT OF CORPORATE RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Certification Pursuant to Section 405(1) of Companies and Allied Matter Act, 2020

We the undersigned hereby certify the following with regards to our audited financial statements for the year ended 31 December 2023 that:

1. We have reviewed the report and to the best of our knowledge, the report does not contain:
2. • any untrue statement of a material fact, or
   • omit to state a material fact, which would make the statements misleading in the light of circumstances under which such statements were made;
3. To the best of our knowledge, the financial statement and other financial information included in this report fairly present in all material respects the financial condition and results of operation of the company as of, and for the periods presented in this report.
4. We:
5. • are responsible for establishing and maintaining internal controls;
   • have designed such internal controls to ensure that material information relating to the Company and its consolidated subsidiaries is made known to such officers by others within those entities particularly during the period in which the periodic reports are being prepared;
   • have evaluated the effectiveness of the Company's internal controls as of date within 90 days prior to the report;
   • have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation as of that date;
6. We have disclosed to the auditors of the Company and Audit Committee:
7. • significant deficiencies in the design or operation of internal controls which would adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the company's auditors any material weakness in internal controls, and
   • that there are no fraud, whether or not material, that involves management or other employees who have significant role in the
     Company's internal controls;

We have identified in the report that there have been no significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

……………….…………..……….………	……………….…………..……….……
Mr. Olabode Makanjuola	Segun Adesuntola
Managing Director	Group Chief Finance Officer
FRC/2013/PRO/00000002456	FRC/2014/ICAN/00000009995
07 June 2024	07 June 2024

2

CAVERTON OFFSHORE SUPPORT GROUP PLC

ANNUAL REPORT AND CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

REPORT OF THE DIRECTORS

The Directors have pleasure in presenting their report on the affairs of Caverton Offshore Support Group Plc ("the Company") together with its subsidiaries ("the Group") and the consolidated and separate audited financial statements of the Group and the Company for the year ended 31 December 2023.

Legal form

Caverton Offshore Support Group Plc was incorporated in Nigeria as a private limited liability company on 2 June 2008 and became a public limited liability Company on 4 July 2008. The certificate of incorporation number of the Company is RC750603.

Principal activity

The principal activity of the Group is the provision of offshore services to the oil and gas industry. It commenced business on 1 July 2008.

State of affairs

In the opinion of the Directors, the state of the Group's and the Company's affairs is satisfactory and there has been no material change since the reporting date.

Result of operations	Group
	2023	2022
	₦'000	₦'000
Revenue	31,988,811	29,228,179
Loss before taxation	(12,685,933)	(5,084,656)
Taxation	(61,504)	(80,428)
Loss after taxation	(12,747,437)	(5,165,084)

Dividend

The Directors do not recommend payment of dividend in respect of the year ended 31 December 2023 (2022: Nil).

Property, plant and equipment

Company

20232022

₦'000₦'000

--

(58,069) (408,436)

--

(58,069) (408,436)

Information relating to changes in property, plant and equipment is shown in Note 17 to the consolidated and separate audited financial statements. In the opinion of the Directors, the market value of the Group and the Company's property, plant and equipment is not less than the carrying value shown in the consolidated and separate financial statements.

Acquisition of own shares

The Company did not purchase any of its own shares during the year under review (2022: Nil).

Directors' interests in shares

The interests of the Directors are stated in the Memorandum and Articles of Association of the Company. The following Directors of the Company held office during the year and had interest in the shares of the Company as follows:

Number of ordinary shares of 50k each held

Mr Aderemi Makanjuola

Mr Olabode Makanjuola

Mr Bashir Bakare

Mr Akinsola Falola

HRM King Edmund Daukoru

Mallam Bello Gwandu

Mr Akin Kekere-Ekun

2023

Direct Indirect

410,022,219 1,810,199,025

50,005,000 14,800,000

20,000,000-

20,000,000-

15,000,000-

10,000,000-

10,100,000 10,000,000

535,127,219 1,834,999,025

2022

Direct Indirect

410,022,219 1,810,199,025

50,005,000 14,800,000

20,000,000-

20,000,000-

15,000,000-

10,000,000-

100,000 10,000,000

525,127,219 1,834,999,025

The indirect interest held by Mr Aderemi Makanjuola, Mr Olabode Makanjuola and Mr Akin Kekere-Ekun are for Tasmania Investments Limited, Athena Equity Investment Limited and KPH Construction Company Limited respectively.

Capitalisation history
		Authorized		Paid up
Year	Increase	cumulative	Increase	cumulative	Cumulative
	₦'000	₦'000	₦'000	₦'000
	Units	Consideration
1/1/2023	-	3,350,510	-	1,675,255	3,350,509,750	Cash and shares
1/1/2022	-	3,350,510	-	1,675,255	3,350,509,750	Cash and shares

3

CAVERTON OFFSHORE SUPPORT GROUP PLC

ANNUAL REPORT AND CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

REPORT OF THE DIRECTORS

Retirement of directors

All the Directors retire by rotation and being eligible, offer themselves for re-election.

Directors' interest in contracts

None of the Directors has notified the Group for the purpose of Section 303 of the Companies and Allied Matters Act of any disclosable interest in contracts with which the Group is involved as at 31 December 2023 (2022: Nil).

Shareholding structure

The issued and fully paid share capital of the Company was beneficially owned as follows:

	As at 31 December 2023		As at 31 December 2022
	Number of			Number of
	holders	Holdings	% Holdings	holders	Holdings	% Holdings
Corporate	116	422,094,859	12.60	108	424,445,669	12.67
Foreign	11	1,340,617	0.04	12	1,690,617	0.05
Directors (direct and Indirect holding)	10	2,360,126,244	70.44	10	2,360,126,244	70.44
Estate of deceased persons	2	101,320	0.00	3	196,320	0.01
Individual	3,596	555,403,678	16.58	3,117	524,877,380	15.67
Trust and Pension Fund	5	9,458,423	0.28	6	36,882,591	1.10
Foundation and schools	11	379,790	0.01	4	268,300	0.01
Nominees	1	399,819	0.01	6	826,329	0.02
Clubs and Associations	-	-	-	4	195,200	0.01
Enterprise	3	1,205,000	0.04	3	1,001,100	0.03
	3,755	3,350,509,750	100.00	3,273	3,350,509,750	100.00
Shareholding

The issued and fully paid up share capital of the Company is N1,675,254,875 (One billion, six hundred and seventy-five million, two hundred and fifty-four thousand, eight hundred and seventy-five naira) made up of 3,350,509,750 ordinary shares of 50kobo each. According to the register of members, apart from the three substantial shareholders (Tasmania Investments Limited, Aderemi Makanjuola and Molar Vessels Limited) no other person or persons held more than 5% of the issued and fully paid up shares of the company at 31 December 2023.

At 31 December 2023

Number of

holders % Holdings

At 31 December 2022

Number of

holders % Holdings

Foreign	1,340,617	0.04	1,690,617	0.05
Corporate	2,257,093,884	67.37	424,445,669	12.67
Various individuals	1,092,075,249	32.59		2,924,373,464	87.28

Substantial interest in shares:

Tasmania Investments Limited (Rep by Aderemi Makanjuola) Aderemi Makanjuola M.

Molar Vessels Supplies Limited

3,350,509,750100.00

At 31 December 2023

Number of

shares%

1,810,199,02573.42

410,022,21916.63

245,363,9549.95

3,350,509,750100.00

At 31 December 2022

Number of

shares%

1,810,199,02573.42

410,022,21916.63

245,363,9549.95

Substantial interest in shares:

Strategic shareholders (inclusive of Aderemi Makanjuola) Directors holdings (other than Aderemi Makanjuola) Free float

2,465,585,198	100.00	2,465,585,198	100.00
At 31 December 2023		At 31 December 2022
Number of			Number of
shares	%		shares	%
2,465,585,198	73.59	2,475,590,198	73.89
149,845,000	4.47	139,905,000	4.18
735,079,552	21.94		735,014,552	21.94

3,350,509,750	100.00	3,350,509,750	100.00

4

CAVERTON OFFSHORE SUPPORT GROUP PLC

ANNUAL REPORT AND CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

REPORT OF THE DIRECTORS
Shareholding structure (continued)
Shareholders register range analysis as at 31 December 2023 are as follows:
	Number of		Number of	%
Range	holders	% of holders	holdings	shareholding
1 - 10,000	2,404	64.02	5,031,211	0.15
10,001 -50,000	574	15.29	14,914,276	0.45
50,001 -100,000	227	6.05	18,089,656	0.54
100,001 -500,000	378	10.07	89,035,175	2.66
500,001 -1,000,000	63	1.68	49,014,906	1.46
1,000,001 - 5,000,000	70	1.86	144,471,859	4.31
5,000,001 - 10,000,000	19	0.51	165,749,247	4.95
10,000,001 - 50,000,000	16	0.43	348,613,222	10.40
50,000,001 - 100,000,000	1	0.03	50,005,000	1.49
100,000,001 - 1,000,000,000	2	0.05	655,386,173	19.56
1,000,000,001 above	1	0.03	1,810,199,025	54.03
	3,755	100.00	3,350,509,750	100.00
Shareholders register range analysis as at 31 December 2022 are as follows:
	Number of		Number of	%
Range	holders	% of holders	holdings	shareholding
1 - 10,000	2,139	65.35	4,404,531	0.13
10,001 -50,000	469	14.33	11,930,881	0.36
50,001 -100,000	193	5.90	15,100,860	0.45
100,001 -500,000	294	8.98	68,810,040	2.05
500,001 -1,000,000	70	2.14	53,909,367	1.61
1,000,001 - 5,000,000	64	1.96	128,199,964	3.83
5,000,001 - 10,000,000	23	0.70	193,903,264	5.79
10,000,001 - 50,000,000	17	0.52	358,660,645	10.70
50,000,001 - 100,000,000	1	0.03	50,005,000	1.49
100,000,001 - 1,000,000,000	2	0.06	655,386,173	19.56
1,000,000,001 above	1	0.03	1,810,199,025	54.03
	3,273	100.00	3,350,509,750	100.00
Employment of disabled persons

The Group has a non-discriminatory policy on the consideration of applications for employment, including those received from disabled persons. All employees are given equal opportunities to develop themselves. The Group's policy is that the highest qualified and most experienced persons are recruited for appropriate job levels irrespective of an applicant's state of origin, ethnicity, religion or physical condition. There Group had no disabled employee as at 31 December 2023 (2021: Nil).

Employees involvement and training

The Group places a high premium on the development of its manpower and consults with employees on matters affecting their well-being. Formal and informal channels of communication are employed in keeping staff abreast of various factors affecting the performance of the Group.

Health, Safety at Work and Welfare of Employees

Health and safety regulations are in force within the Company's premises and employees are aware of existing regulations. The group places high premium on the health, safety and welfare of its employees in their places of work. To this end, the Group has various forms of insurance policies including Group life insurance to adequately secure and protect its employees. The group also has in place a healthcare insurance scheme for employees' medical needs.

Charitable contribution and donation
	2023	2022
The Group made charitable donations as follows:	₦'000	₦'000
Donations to National Association of Aircraft Pilots and Engineers	2,000	-
Donations to Lagos Polo club	10,500	1,290
Special Olympics Nigeria	-	1,006
Salah gift to NCAA staff	-	450
Salah gift to FAAN staff	-	127
Ibibaisokariari Foundation	-	10,000
Corporate gifts	15,050	-
	27,550	12,873

5

CAVERTON OFFSHORE SUPPORT GROUP PLC

ANNUAL REPORT AND CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

REPORT OF THE DIRECTORS

Financial commitments

The directors are of the opinion that all known liabilities and commitments have been taken into account. These liabilities are relevant in assessing the Company's consolidated and separate financial statements.

Going concern

Nothing has come to the attention of the Directors to indicate that the Group and the Company will not remain a going concern for at least twelve months from the date of this statement.

Key events in the reporting period

No identified key events in the year (2022: Nil).

Format of consolidated and separate financial statements

The consolidated and separate financial statements of Caverton Offshore Support Group Plc have been prepared in accordance with the reporting and presentation requirement of International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), provisions of the Companies and Allied Matters Act, 2020 and requirements of the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

Event after the reporting date

Information relating to events after the reporting date is disclosed in Note 37 of the financial statements.

Auditors

The Company's auditors, Messrs. PricewaterhouseCoopers have indicated their willingness to continue in office in accordance with Section 401 of the Companies and Allied Matters Act.

BY ORDER OF THE BOARD

…....................................................

Amaka Pamela Obiora

Company secretary

FRC/2015/PRO/00000011302

07 June 2024

6

CAVERTON OFFSHORE SUPPORT GROUP PLC

ANNUAL REPORT AND CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

CORPORATE GOVERNANCE REPORT

Caverton Offshore Support Group Plc is committed to the highest standards of Corporate Governance to ensure proper oversight of the group operations and to create long term sustainable value for all shareholders and stakeholders. In line with best practices, there is a separation of power between the Chairman and the Group CEO, as well as a unique blend of Executive and Non-Executive Directors. The individual and collective academic qualifications and wealth of diverse skills and experience of the Board ensure independent thought and exceptional decision making.

The board of directors in driving the strategic direction of the Company ensures continual building of strong and stable relationships with shareholders, stakeholders and the community at large. The Company is now publicly quoted on the Nigerian Stock Exchange and affirms its commitment to increasing shareholder value through open and transparent Corporate Governance Practices.

THE BOARD

The board is committed to best practices of Corporate Governance in carrying out its responsibility of determining the strategic objectives and policies of the Company. The Board is accountable to the shareholders and is responsible for creating and delivering sustainable value through proper management of the Company's affairs. The Board also provides oversight of senior management of the Company.

COMPOSITION OF THE BOARD

The board comprises the Chairman, one Executive Director, five Non-Executive Directors and one Independent Director. The Board carries out its oversight functions using its various Board Committees. This ensures efficiency and allows for deeper attention to targeted matters for the Board. The Committees are set up in line with best practices and have well defined terms of reference defining their scope and responsibilities. The Committees meet quarterly and additional meetings are convened as required.

BOARD MEETINGS	1	2	3	4
	3/27/2023	7/26/2023	10/31/2023	12/19/2023
Mr. Aderemi Makanjuola - Chairman	✓	✓	✓	✓
Mr. Olabode Makanjuola	✓	✓	✓	✓
Mr. Akinsola Falola	✓	✓	✓	✓
Mallam Bello Gwandu	✓	✓	✓	✓
Mr. Akin Kekere-Ekun	✓	✓	✓	✓
Mr. Bashiru Bakare	✓	✓	✓	✓
HRM Edmund Daukoru	✓	✓	✓	x
Chief Raymond Ihyembe	✓	✓	✓	✓

Note:

✓- Present; X - Absent with apology; NYA - Not a member of the Board as at this date; AR - Already Resigned

BOARD COMMITTEES

The board carries out its oversight functions through the under-listed committees:

SAFTEY COMMITTEE

The committee which consists of four (4) members is charged with oversight of the safety and quality policies, initiatives and performance of the Company from a macro perspective.

MEMBERSHIP OF THE COMMITTEE
MEETINGS	1	2	3	4
	3/22/2023	7/14/2023	10/24/2023	12/8/2023
Mr. Bashiru Bakare (Chairman)	✓	✓	✓	✓
Mr. Akinsola Falola	✓	✓	✓	✓
Mr. Akin Kekere-Ekun	x	✓	✓	✓
Mallam Bello Gwandu	✓	✓	✓	✓

Note:

✓- Present; X - Absent with apology; NYA - Not a member of the Board as at this date; AR - Already Resigned

RISK & FINANCE COMMITTEE

The committee is made up of three (3) members. The mandate of the committee is to identify, outline and implement the Company's key risks and internal controls and design a bespoke enterprise risk management framework.

7

CAVERTON OFFSHORE SUPPORT GROUP PLC

ANNUAL REPORT AND CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

CORPORATE GOVERNANCE REPORT
RISK & FINANCE COMMITTEE (CONTINUED)
MEMBERSHIP OF THE COMMITTEE
MEETINGS	1	2	3	4
	3/27/2023	7/17/2023	10/27/2023	12/11/2023
Mr. Akin Kekere-Ekun (Chairman)	✓	✓	x	✓
Mr. Bashiru Bakare	✓	✓	✓	✓
Chief Raymond Ihyembe	✓	✓	✓	✓
GOVERNANCE AND IMPLEMENTATION COMMITTEE

The Committee comprises five (5) members. The committee is tasked with overseeing the Corporate Governance policies and procedures of the Company.

MEMBERSHIP OF THE COMMITTEE
MEETINGS	1	2	3	4
	3/21/2023	7/10/2023	10/25/2023	12/1/2023
Chief Raymond Ihyembe - Chairman	✓	✓	✓	✓
HRM Dr. Edmund Daukoru	x	✓	x	✓
Mallam Bello Gwandu	✓	✓	✓	✓
Mr. Akin Kekere-Ekun	✓	✓	x	✓
Mr. Bashiru Bakare	✓	✓	✓	✓
AUDIT COMMITTEE

The audit committee in line with Section 359(5) of the Companies and Allied Matters Act is mandated to examine the auditor's report and make recommendations thereon to the General Meeting. The committee consists of five (5) members.

MEMBERSHIP OF THE COMMITTEE
MEETINGS	1	2	3	4
	3/27/2023	7/24/2023	10/27/2023	12/11/2023
Mr. Hakeem Shagaya - Chairman	✓	✓	✓	✓
Mr. Friday Odigue Ejere	✓	✓	✓	✓
Mr. Tola Atekoja	✓	✓	✓	✓
Chief Raymond Ihyembe	✓	✓	✓	✓
Mr. Akin Kekere-Ekun	✓	✓	x	✓
TRADING POLICY

The company has complied with the provisions of the Section 14 of the Amended Listing Rules of the Nigerian Stock Exchange by adopting a code of conduct regarding securities transactions by its Directors and all Staff. All Directors and all Staff have complied with Listing rules and the Issuer's code of conduct regarding securities transactions.

8