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2015REPORTA N N U A L

A N D A C C O U N T S

Africa Prudential Registrars Plc | 2015 Annual Report and Accounts

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Contents

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58

7

Notice of Annual General Meeting

Corporate Profile

Directors’ Profile

Chairman’s Statement

Chief Executive Officer’s

Statement

Management Profile

Corporate Governance Report

Directors’ Report

Independent Auditors' Report

Notes to the Financial Statement

Financial Summary

Customers Service Forms

Proxy Form

Statement of Financial Position

Statement of Profit or Loss & Other Comprehensive Income

Statement of Changes in Equity

Report of Audit Committee

Statement of Cash Flows

Statement of Directors’ Responsibilities

Result at a Glance

Corporate Information

Statement of Value Added

Board Evaluation Report

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NOTICE IS HEREBY GIVEN that the Third Annual General Meeting (“AGM”) of Africa Prudential Registrars Plc

(the “Company”) will hold on Tuesday, April 12, 2016 at the Banquet Hall, Lagoon Restaurant, Ozumba

Mbadiwe Street, Victoria Island, Lagos at 10.00 am to transact the following business:

A. ORDINARY BUSINESS

1. To receive and adopt the Audited Financial Statements for the year ended December 31,

2015 together with the Reports of the Directors and Auditors thereon;

2. To declare Dividend;

3. To re-elect retiring directors;

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

5. To elect/re-elect members of the Statutory Audit Committee.

B. SPECIAL BUSINESS

6. To fix the remuneration of the Directors.

7. To consider and if thought fit, pass the following as special resolution:

a) That the Articles of Association of the Company be amended by the insertion of a

Clause 18 to read the following:

“Annual Reports and Accounts and/or other Reports, documents and information

relating to any business to be transacted at a General Meeting of the Company may be

distributed or circulated electronically to members and persons entitled to receive

them”.

NOTES

(a) PROXY

A member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and

vote in his/her stead. A proxy need not be a member of the Company. For the appointment to be

valid, a completed and duly stamped proxy form must be deposited at the office of the Company's

Registrars, Africa Prudential Registrars Plc, No. 220B Ikorodu Road, Palmgrove, Lagos not later than 48

hours before the time fixed for the meeting.

(b) CLOSURE OF REGISTER

The Register of Members and Transfer Books of the Company will be closed from Wednesday, March rd th23 to Tuesday March 29 2016 both dates inclusive.

(c) DIVIDEND

The Directors have recommended the declaration of a total dividend of 60 kobo per share. The

Company had earlier paid an interim dividend of 17 kobo per share which was paid in August 2015.

Thus the final dividend will be 43 kobo per share. The proposed dividend will be subject to deduction of

withholding tax at the appropriate rate and the dividend, if approved, will be payable on April 13,

2016 to all shareholders whose names appear in the Company's Register of Members at the close of

business on March 22, 2016.

(d) AUDIT COMMITTEE

In 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 for election as a member of

the Audit Committee by giving notice in writing of such nomination to the Company Secretary, at

least 21 days before the Annual General Meeting. The Securities and Exchange Commission's Code of

Corporate Governance has indicated 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.

(e) RE-ELECTION OF DIRECTORS

In accordance with the provisions of the Companies and Allied Matters Act, 2004, the Directors to

retire by rotation at the next Annual General Meeting are Ammuna Lawan Ali, and Mr. Peter Elumelu.

The retiring Directors, being eligible, offer themselves for re-election.

Notice of Annual General Meeting

(f) E-DIVIDEND

Notice is hereby given to all Shareholders to open bank accounts, stockbroking accounts and CSCS

accounts for the purpose of dividend. A detachable application form for e-dividend is attached to

this Annual Report to enable all shareholders to furnish particulars of their accounts to the Registrar as

soon as possible.

(g) E-REPORT

In order to improve 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 Africa Prudential

Registrars in an electronic format to complete and return the Form to the Registrars for further

processing.

In addition, the electronic version of the Annual Report, 2015 are available online for viewing and

download from our website at www.africaprudentialregistrars.com

Dated March 11, 2016

By Order of the Board

Musa I. Bello

FRC/2013/ICSAN/00000003526

Company Secretary/Legal Adviser

220b Ikorodu Road, Palmgrove

Lagos, Nigeria.

(h) Rights of Securities' Holders to ask questions.

Securities' Holders have a right to ask questions not only at the Meeting, but also in writing prior to the thMeeting, and such questions must be submitted to the Company on or before Tuesday the 12 day of

April, 2016.

Notice of Annual General Meeting (Contd.)


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MUSA I. BELLOCompany Secretary/Legal Adviser

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Corporate Profile


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Corporate Profile

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Increased/

2015 2014 (Decreased)

N'000 N'000 %

For the year ended 31 December

Gross earnings ( Revenue, other operating and finance income) 2,575,616

2,256,691

14%

Administrative expenses 946,255

956,309

-1%

Profit before tax 1,629,361

1,300,382

25%

Tax 181,424

82,015

121%

Profit after tax 1,447,937

1,218,367

19%

As at 31 December

Non-current assets 617,196

690,373

-11%

Current assets 17,074,905

18,217,054

-6%

Total assets 17,692,101

18,907,427

-6%

Share capital 1,000,000

1,000,000

0%

Equity 4,574,968

4,526,082

1%

Per share data

Earnings per share (Kobo) 72

61

19%

Net assets per share 229

226

1%

Financial highlights

Company

Gross earnings ( Revenue, other operating and finance income) N2.5 billion

Profit after tax up by 19% to N1.4 billion

Headline earnings per share Earning per share increased by 19% to 72 kobo from 61 kobo

Return on equity 32%

Total assets N17.6 billion

Company

Result at a Glance


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Board of Directors

Board Directorsof

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Profile: Board of Directors

Chief (Mrs.) Eniola Fadayomi, ChairmanChief (Mrs.) Fadayomi holds a LL.B Hons from the University of Lagos, and was called to Nigerian Bar in 1972. Her professional experience spans several years in both the Public and Private Sectors. She was the Attorney General and Commissioner for Justice of Lagos State at a time; the first Commissioner for Women Affairs & Poverty Alleviation, as well as the Commissioner for Establishment, Training & Pensions at different times in the State. In the Private Sector, she is the Principal Partner at Eniola Fadayomi & Co., and was the Legal Adviser to First Bank of Nigeria, Chairman Board of Directors, Afribank Nigeria PIc. She currently serves on several boards, both in the Public and Private Sectors.

She was appointed to the Board of Africa Prudential Registrars Plc on April 17, 2012.

Peter Ashade, Managing Director/CEOPeter is an astute investment banker with diverse academic and professional background. He has over three decade's cognate experience in the Nigerian money and capital market.

Peter holds a Bachelor of Science degree (Hons) in Banking and Finance, a Master degree in Business Administration, Marketing bias; MBA (Marketing) from Obafemi Awolowo University, Ile-Ife, and M.Sc. Finance from the University of Lagos. He is an alumni of the Lagos Business School (CEP, LBS). He is also a member of many professional bodies. These include, among others: Fellow, Chartered Institute of Bankers (FCIB); Associate, Institute of Chartered Accountant of Nigeria (ACA); Fellow, Institute of Capital Market Registrars (FCMR); Associate, Chartered Institute of Taxation of Nigeria (ACTI); and Associate, Institute of Directors (AIoD). He is currently; Treasurer, Institute of Capital Market Registrars and 2nd Vice Chairman, Chartered Institute of Bankers (CIBN), Lagos Branch.

He joined Africa Prudential Registrars Plc as the Managing Director/CEO in 2006.

Mr. Samuel Nwanze, Non-Executive DirectorSamuelNwanze holds a M.Sc. Degree in Finance and Management from Cranfield School of Management, United Kingdom. He is the Director, Finance and Investments at Heirs Holdings Limited, where he is responsible for the administration and management of the group's overall financial activities and investment programs.

Prior to joining Heirs Holdings, Samuel served as Group Treasurer with Bank PHB Plc, Lagos, Nigeria. He was responsible for the overall management of Treasury for the Bank PHB Group (including five banks and several non-bank subsidiaries). He led the restructuring of the trading desk, dealing in financial markets: Money Markets, Bonds, Treasury Bills, Currencies, Bankers' Acceptance and Commercial Papers, as wel l as l iquidity and capital management. Before taking the role at Bank PHB, he served as the Head of Financial Performance Management and Budgets in UBA Plc.He has also worked on a number of projects and start-ups including Nigeria's first credit bureau, an

insurance company, group shared services model, and the acquisition and set-up of various banks in Africa, as well as other projects in the US, UK and India. His other key distinctions include the prestigious annual award, bestowed by the Association of Corporate Treasurers (ACT) of the United Kingdom.

Samuel Nwanze was appointed to the Board of Africa Prudential Registrars Plc on April 17, 2012.

Peter J. Elumelu, Director, Non-Executive DirectorHon. Elumelu is an astute business man cum politician with track records spanning over 27 years. He has amassed considerable wealth of knowledge and experience in the public, academic, political, and private sectors. He holds a Bachelor of Science Degree in Business Administration from Federal University of Technology (FUTO), Owerri, and M.Sc. in Financial Management Technology from Rivers State University of Science &Technology, Port-Harcourt. He is also an Associate, Institute of Directors (AIoD).

Peter is not a stranger to Board Management and corporate governance. His success in the business world speaks volume. He is the Chairman/Chief Executive of Pet Jibson & Company Limited, Pet Jibson Construction Company Company Limited, and Peton Engineering Company Limted with head offices in Port-Harcourt, Rivers State. He was Chairman, Board of Directors, Delta State Urban Water-Board, Asaba. He successfully managed and executed various laudable projects during his tenure.

He was appointed to the Board of Africa Prudential Registrars Plc on February 14, 2012.

Ammuna Lawan Ali, Non-Executive Director (Independent)Ammuna holds a BA (Hon.) Degree and M.Sc. Degree in Public Administration. She is a retired Federal Permanent Secretary, who commenced her civil service career as a Planning Officer in the Borno State Ministry of Lands and Survey, Maiduguri. She rose to the position of Permanent Secretary, and in that capacity, served in the State Ministries of Education, Women Affairs, Commerce, Industries and Tourism.

She is a recipient of National Honours (OON), and a member of the National Institute for Policy and Strategic Studies (NIPSS) Kuru, among many others.

She was appointed to the Board of Africa Prudential Registrars Plc on April 17, 2012.

She later transferred her services to the Federal Civil Service in 1995 as Director and served in the Ministry of Women Affairs and Social Development, and that of Finance. In 2001, she was appointed a Federal Permanent Secretary and deployed to various Ministries, including those of Commerce, Petroleum Resources, Transportation, Works, Environment, Housing and Urban Development, and briefly to the Ministry of Information and communications.


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Chairman’s Statement

Dear Shareholders, invited Guests, Ladies and Gentlemen. It is with great pleasure that i welcome you to the third Annual General Meeting of our dear Company - Africa Prudential Registrars Plc. As the Chairman, I feel honoured to present to you the financial statements and reports of the financial year ended December 31, 2015 which have been prepared in accordance with the International Financial Reporting Standards (IFRS).

Fellow shareholders, thank you for your continued support and cooperation with the Company and the Board during the financial year ended. This support has enabled us to successfully improve our overall business performance despite the turbulent economic and market conditions.

It is gratifying to note that we have upheld our corporate governance responsibi l it ies with accountability and transparency and have continued to make our company one that shareholders and indeed all stakeholders will be proud of.

To sustain our growth and development especially under these tough economic realities, we must work together to continually take the company to greater heights. As we look forward to the future, permit me to highlight significant developments in the business environment, some of which underpinned the performance of our company during the year under review.

Operating Environment

• The year 2015 was a challenging one for the global economy. From the slowdown in commodity-based economies to interest rate normalization in the United States and China's migration to a new growth model, the global economy witnessed significant changes. Crude oil prices is still low with OPEC's strong hold on the supply of the product withering away and the consequent change of approach by the organization from price protection to market share protection subsequently leading to a glut. With the commencement of crude oil export by the United States and Iran, the downward slide of crude oil prices is expected to remain for a longer period. As a mono- product economy, Nigeria has remained susceptible to sluggish global economy recovery.

• Compounding the general state of uncertainty during the 2015 financial year were the security challenges in the country and the tensions that heralded the general elections in March, 2015.

· The Nigerian capital market ended the year on a bearish note with investors losing N1.387trn in value. The bearish trend in the market is largely expectation-induced due to the continuous drop in foreign exchange earnings and the consequent devaluation pressure on the naira.

Financial Performance:Despite the changes in the financial service sector and registrar business in the year 2015 which had some impact on our business, we were able to surmount these challenges by expanding our business scope through launching of innovative products to capture hitherto unexplored areas with exciting opportunities. The expansion of products offering serves as a veritable revenue generation source for us. We have always strived at cost efficiency. Improvement in operating cost was also achieved during the year 2015 as indicated by the improvement in our cost/income ratio from 42% to 37%. Increased automation of processes has also improved service delivery while also ensuring cost optimization.

In the year under review, our Company recorded significant improvements in different areas culminating in an increased profitability. Our financial results indicate that the company's profit before tax grew by 25.3% percent from N1.3bn in 2014 to N1.629bnin 2015.The company's profit after tax was N1.447bn, an increase of 19% over that of year 2014. Basic earnings per share increased by 18.03% to 72k per share from 61k per share in 2014.

Awards: You will recall that last year I had informed you about the international recognition our company received by the International Quality Crown (IQC) Award of the Business Initiative Directions.

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Chairman’s Statement (Contd.)

This year I am further pleased to inform you that our company was awarded the Highest Profit Margin Ratio and Best Corporate Governance Organization by the prestigious Pearl Awards, a credible body that has been awarding performing institutions over the past 20 years.

These awards are in recognition of our outstanding operational and stock market performance and sound corporate governance practice at Africa Prudential Registrars Plc.

These awards further validates our ongoing efforts to provide unique offerings in the share registration and investor services business.

Dividend:Taking into consideration, the Company's performance in the year under review and the need to reward its shareholders for their unwavering support, the Board of Directors is recommending a total dividend of N1,200,000,000.00 (One Billion, Two Hundred Million Naira only) that is N60kobo per share. The sum of 17k per share having been paid to shareholders in August, 2015 as interim dividend. If the final dividend of 43k per share is approved, the payment of the dividend will be made on Friday, April 13, 2016 and the qualifying date shall be Wednesday, March 23, 2016.

The 60k per share total dividend payment represents a 71.42% growth compared to the 2014 figure of 35k per share dividend payment. We are strongly committed to giving increasing returns to our esteemed shareholders as illustrated by our consistent dividend payments since listing on the stock exchange in 2013. Rewarding our shareholders who kept faith with us particularly at this challenging time is very important to us. We assure you of our determination to sustaining this culture of rewarding our shareholders for their loyalty.

On the basis of our current brand repositioning and innovative new product offerings, we are cautiously optimistic that the trend of impressive returns will be sustained in the coming years, notwithstanding the arduous business condition.

Human Capital: At Africa Prudential Registrars Plc, our people are at the core of our achievements, success and continued growth. We believe that our success depends on motivated and committed employees and we make it a priority to treat our employees well, help them develop their full potentials and give them a rewarding working life. We want our people to thrive and are committed to their professional and personal development. In the course of the year, we had several trainings by external facilitators on various topics ranging from Corporate Governance, Ethics, Rules of ISA, Share registration, Emotional Intelligence, Leadership etc.

Future prospects: The company has put strategy in place to provide clear direction for the deployment of its resources; both human and capital. The Company's vision is to create long-term and sustainable value for our stakeholders in our chosen markets. In order to realise this long-term objectives, the Company is making every effort to identify and take advantage of every investment opportunity that will complement its long-term strategic objectives. We will continue to look out for these investment opportunities that will help in creating value for our stakeholders.

The Company will place particular emphasis on the deployment of its own software in order to maximise efficiency in the business

Conclusion:Ladies and Gentlemen, on behalf of the Board, i use this opportunity to appreciate the Management team led by Mr. Peter Ashade and all our committed employees, for their hard work and dedication in ensuring that our great Company delivers commendable results in spite of the challenging business climate and stiff competition.

I also commend my fellow colleagues on the Board for the dedication demonstrated in the performance of their supervisory responsibilities

Finally, let me, on behalf of the Board of Directors, thank you, our distinguished shareholders, for the dedication and support you have given to the Board and Management of the Company over the years.

Thank You

Chief (Mrs) Eniola Fadayomi (FIoD, MFR)


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Distinguished Shareholders,

It gives me great pleasure to welcome you to the

2015 Annual General Meeting of our dear company,

Africa Prudential Registrars Plc. The year 2015 was a

very challenging year for our dear country, Nigeria on

many fronts, registrar business not exempted.

However, I am pleased to inform you that some giant

strides were achieved by our company in the course

of the year including growth in profitability.

I will commence my address by x-raying the various

regulatory changes in the capital market and the

registrars business that has transformed the capital

market space in the year 2015.

Regulatory Reforms

The resolve of the security and Exchange Commission

to transform the capital market through the Capital

Market Master Plan resulted in a lot of game-

changing reforms in the Nigerian capital market

aimed at solidifying the market for greater

performance. These changes cannot be more

expedient in view of the enormous challenges facing

the capital market today as a result of the headwinds

confronting the entire economy. The first set of

changes include:

Reducing the Incidence of Unclaimed Dividend

The commission in its bid to reduce the incidence and

volume of unclaimed dividends in the Nigerian

capital market introduced the E-Dividend Mandate

Management System (EDMMS). The EDMMS is a

system in which shareholders instruct registrars or

bankers to credit their respective bank accounts with

the dividend amount. This system while ensuring

shareholders get their dividend payable as at when

due, ease dividend receipt process and will

effectively reduce the need for dividend warrant

issuance and the associated challenges with the

dividend warrants regime like non receipt of

warrants, inability to present the warrant for payment

before the 6 months validity period etc. Through the

introduction of the BVN scheme, the possibility of

fraud incidence in the EDMMS will greatly reduce. The

EDMMS also serves a cost-saving function of reducing

the expenses incurred in the printing and postage of

dividend warrants thereby further reducing the

activity cost in the market.

Furthermore, SEC also directed registrars to return

unclaimed dividend fund of 15 months and above to

the paying companies. The awareness of this by

shareholders is also expected to reduce the

incidence of unclaimed dividend.

CEO’s Statement

Increased Capital Market Deepening

The Securities and Exchange Commission also

increased the required capital base for capital

market operators in the country. This is to ensure

increased ability of operators to handle high-value

transactions and also boost investors' confidence in

the capital market. The capital base for registrars

was increased from N50m to N150m. Africa

Prudential Registrars Plc already has a capital base

of N1bn.

Improvement in Securities Trading

The Securities and Exchange Commission also

introduced share certificate dematerialization. A

process of converting paper share certificate to

electronic form. This will reduce the burden of paper

handling and improve the ease and speed of

security trading. Dematerialization of share

certificate will also reduce the cost expended on

share certificate printing by companies and a

subsequent boost to their profit.

Furthermore, SEC also commenced the Direct Cash

Settlement System to ensure shareholders get

immediate value for their sold securities.

Africa Prudential Registrars Plc will continue to

support the commission in these giant strides.

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Objectives and Achievements for the Year 2015

Our corporate objectives for the year 2015 was to

better position our business to withstand the

expected headwinds for the financial year by

focusing on some key areas. Our achievements in

these key areas include:

Expansion in Product Offerings

Our conviction of the crucial role of e-products in

defining service experience is unwavering. We have

achieved tremendous success in process and

product innovations leading to improved service

delivery via our secure e-products channels to our

various stakeholders.

Cost Optimization

The challenging economic condition confronting

the country as a result of the crash in crude oil price

with its attendant consequences for the country has

made cost optimization a crucial factor for business

survival in the country. To achieve this, we have

automated 90% of our processes in order to reduce

operating cost. Cost optimization has always been

an important consideration for us in our product

development and process improvementefforts. Our

cost-income ratio improved from 42.4% in 2014 to

36.7% in 2015 indicating an improved cost efficiency

in our operations.

Social Media Awareness

Our beloved company is now increasingly

accessible via social media platforms including,

Facebook, Twitter (@APRPLC), Instagram (aprplc) to

attend to your enquiries and serve you better. You

can contact us on this platforms for your various

enquiries and need not worry about coming to our

offices. You can also send us emails to

[email protected].

Increased Profitability

I am pleased to inform you that in spite of the

challenges in the financial year 2015, Africa

Prudential Plc recorded a 25.3% growth in profit

before tax from N1.3bn in 2014 to N1.629bn in 2015

and 18.8% growth in profit after tax from N1.218bn in

2014 to N1.447bn in 2015. The result was made

possible by the hard work, dedication and

commitment of our board of d i rectors ,

management and entire staff of Africa Prudential

Registrars Plc.

Dividend

In spite of the difficult economic climate of 2015 and

in keeping to our commitment of ensuring increased

returns to our esteemed shareholders, the Board of

Directors of Africa Prudential Registrars Plc has

CEO’s Statement (Contd.)

proposed a 60k per share total dividend payout for

the 2015 financial year. An interim dividend of 17k has

already been paid in 2015 and the final of 43k will be

paid upon ratification. This represents 71.42% growth

compared to the 2014figure of 35k per share

dividend payment. We assure you of our continuous

commitment to increasing our shareholders' wealth.

Awards

During the year, our company was awarded the Best

Profit Margin Ratio and Best Corporate Governance

Organization by the prestigious Pearl Awards. These

awards are in recognition of our outstanding

performance and sound corporate governance

practice at Africa Prudential registrars Plc.

Stock Market Situation

The Nigerian capital market ended the year on a

bearish note with investors losing N1.387trn in value.

Al l - share index fe l l f rom 33943.29 as at

commencement of trading in 2015 to 28642.25 by

close of trading for the year. The bearish trend in the

market is largely expectation-induced due to the

continuous drop in foreign exchange earnings and

the consequent devaluation pressure on the naira.

By implication, the prevailing bearish dominance in

the capital market is not largely as a result of market

fundamentals but driven largely by the profit-taking

activities of investors in anticipation of a devaluation

of the naira.

The market for new equity listings was flat for the year

2015, with only four new equity listings; one on the

Main Board and three Exchange Trade Funds

(ETFs).In contrast, 5 companies were delisted in 2015,

bringing the number of listed companies and

number of listed equities to 184 and 190 respectively.

Turnover velocity declined through 2015 by 17%, with

equity turnover declining 28.8% to N952.8bn.

Average daily turnover was also down 28.5%.

Stock Performance

AFRIPRUD shares open the year 2015 at N3.04 on 5th stJan, 2015 and close the year at N2.49 as at 31 Dec.

2015 shedding 55kobo. Total volume traded for the

year was 188,956,955 valued at N499,999,935.40.

Conclusion

In 2016, we are committed to consolidating our gains

in the past to position our organization for improved

performance, competitiveness and profitability in

the year.

We will continue to pursue greater cost optimization

and effectiveness in our operation, improved

product and process innovation to meet the needs


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of shareholders, client companies and other

stakeholders, zero tolerance for regulatory infraction

and sustain the sound corporate governance

framework.

While we acknowledge the enormity of the current

economic quagmire, we are confident that with your

support, year 2016 will be another year of exceptional

performance.

Thank you.

Peter Ashade

Managing Director/CEO

CEO’s Statement

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Management Profile


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Management Profile (Contd.)

Peter Ashade, Managing Director/CEO

Peter is an astute investment banker with diverse academic and professional background. He has 24 years

cognate experience in the Nigerian Capital Market.

Peter holds a Bachelor of Science degree (Hons) in Banking and Finance, a Master degree in Business

Administration, Marketing bias; MBA (Marketing) from Obafemi Awolowo University, Ile-Ife, and M.Sc. Finance

from the University of Lagos. He is an alumni of the Lagos Business School (CEP, LBS). He is also member of many

professional bodies. These include, among others: Fellow, Chartered Institute of Bankers (FCIB); Associate,

Institute of Chartered Accountant of Nigeria (ACA); Fellow, Institute of Capital Market Registrars (FCMR);

Associate, Chartered Institute of Taxation of Nigeria (ACTI); and Associate, Institute of Directors (AIoD) He is

entrusted with various responsibilities; currently he is the Treasurer, Institute of Capital Market Registrars, 2nd

Vice Chairman, Chartered Institute of Bankers (CIBN), Lagos Branch, and Chairman, Finance & Investment

Sub-committee, also of CIBN Lagos Branch.

He had worked in an executive capacity in various top-range Registrar firms in Nigeria before joining Africa

Prudential Registrars Plc in 2006.

Catherine Nwosu, Chief Operations Officer

Catherine majors in Banking and Finance and also holds a degree in Management Science from University of

Education, Winneba, Ghana. She equally has a Masters degree in Business Administration (MBA Marketing &

Management bias).

Catherine is an investment banker of repute with over 19 years experience in Share Register Administration.

She is a tested member of professional bodies, which include among others, Associate Membership of Institute

of Capital Market Registrars (ACMR), Certified Pension Institute of Nigeria (CPIN).

Olufemi Adenuga, Chief Finance Officer

Olufemi is an Accountant with diverse professional experience and background. He holds a Higher National

Diploma (HND) in Accountancy from Federal Polytechnic Offa, Kwara State. He is also an Associate Member

of the Institute of Chartered Accountant of Nigeria (ACA) and Institute of Capital Market Registrars (ACMR).

Olufemi has over 12 years post qualification experience in the Nigerian financial and manufacturing industries,

including the capital market. He joined the management team of Africa Prudential Registrars Plc in 2009.

Musa Bello, Company Secretary/Legal Adviser

Musa holds an LL.B (Hons) from the University of Benin, and a B.L from the Nigerian Law School. He also holds

LL.M in International Trade and Investment Law from the Universiteit van Amsterdam, Netherlands. His

professional experience includes commercial law practice as Associate with Banwo & Ighodalo. He was

Group Deputy Legal Adviser with A.G Leventis Plc prior to joining Africa Prudential Registrars Plc.

Musa is a member of the Nigeria Bar Association (NBA), and an Associate of the Institute of Chartered

Secretaries and Administrators, United Kingdom. He is also named one of Legal 100 Top Corporate Counsels in

Africa by the Legal 500.

Patrick B. Ukanah, Head, Operations

Patrick's client-friendly disposition reflects an array of experience in investment banking which spans over 20

years.

He holds a Bachelor of Science degree (HONS) in Business Administration from University of Abuja, and an M.Sc

in Corporate Governance from Leeds Metropolitan University, United Kingdom. His membership of

professional bodies include among others: Chartered Institute of Bankers of Nigeria (CIBN), Associate, Institute

of Capital Market Registrars (ACMR), and Nigerian Institute of Management (NIM).

In his Capacity as Head, Operations, his oversight spans Customer Service, Verification, Reconciliation, as well

as Abuja and Port-Harcourt branch offices.

Omoniyi Edward, Head, Human Capital Management

Omoniyi holds a B.Sc. in Chemical Engineering from the University of Lagos and a Master's degree in Human

Resource Management from the Manchester Metropolitan University Business School, UK where she

graduated with a distinction.

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She is a seasoned HR Professional with key skills in resourcing, organisational design, learning and

development, reward management, performance management, HR Administration and Employee relations.

She had worked with Zenith Bank for many years as HR generalist across Africa before joining Africa Prudential

Registrars Plc.

She is an Associate member of Chartered Institute of Personnel Development (CIPD), UK and Chartered

Institute of Personnel Management (CIPM), Nigeria.

David Ubaka, Head, Audit & Control

David is a Chartered Accountant with a wealth of experience spanning over 22 years. He holds a B.Sc. in

Accounting from University of Lagos, Akoka, and an Associate Member of the Institute of Chartered

Accountants of Nigeria (ACA, 2002).

David started his accounting career with Arthur Young & Osindero Chartered Accountants. He then moved

on to play key roles at various financial services companies, including Deputy Head, Internal Audit, Control &

Compliance at UBA Insurance Ltd. He joined Africa Prudential Registrars Plc as Head, Audit and Control in

2014.

He has attended various training courses spanning major corporate strata, as it relates to Finance, Accounts,

Investment, Banking Operations, Internal Control, Internal Audit, and Compliance.

Opeyemi O. Onifade, Head, Strategy & Business Transformation

Opeyemi has amassed nearly a decade investment banking experience. Before joining Africa Prudential

Registrars Plc he had worked extensively across the print and electronic media industry, with capital market

bias. He is an Associate Registered Practitioner of Advertising (arpa).

He majors in Mass Communication. He is an Associate Registered Practitioner of Advertising. He had held forth

at the Business Development department and latter at the Marketing and Strategic Business Development

with impressive results.

Bridget Bayo-Ajayi (Head, Business Development & Relationship Mgt.)

Bridget is a proven share registration professional with over 14 year's cognate experience in customer service,

business development, relationship management, and financial operations. She holds a HND in Business

Administration and Management from Federal Polytechnic Offa, Kwara State, and an MBA from National

Open University of Nigeria. She is an Associate Member of the Institute of Capital Market Registrars (ICMR).

Bridget has also attended various training courses including personal effectiveness, capital market

operations, and social networking for executives. Before joining Africa Prudential Registrars Plc in 2014, she had

worked with various top range registrar companies where she held senior positions.

Management Profile (Contd.)


18

INTRODUCTIONAPR holds good governance as one of its core values and confirms its commitment to the implementation of effective Corporate Governance principles in its business operations. The Directors endorse the principles of best practice Corporate Governance as stated in the Securities and Exchange Commission Corporate Governance Code for Public Companies.

The Board is of the opinion that Africa Prudential Registrars Plc has in all material respects, complied with the requirements of the SEC Code and its own Governance Charters, during the 2015 financial year.

The Board of Directors of APR Plc has the overall responsibility for ensuring that the highest standards of Corporate Governance are maintained and adhered to by the Company. In order to promote effective governance of the Company, the following structures have been put in place for the execution of APR Plc Corporate Governance Strategy;

1. Board of Directors2. Statutory Audit Committee3. Board Committees; and 4. Executive Management Committee

The principal responsibility of the Board is to develop the Company's strategy and to utilize available assets towards the attainment of this purpose. The Board performs supervisory oversight on management activities making certain that the affairs of the Company are conducted in a manner beneficial to all stakeholders of the Company.

As at 31 December 2015, the Board comprised a Non-Executive Chairman, An executive Managing Director/CEO and three other Non Executive Directors including an Independent Director all of whom bring a wide range of skills and experience to the Board.

The Board of Directors carries out its responsibility through its standing Committees. These are the Board Audit and Governance Committee and the Board Finance and Investment Committee and the Statutory Audit Committee. Through the workings of these committees, the Board sets broad policy guidelines and ensures the proper management and direction of the Company.

In addition to the Board Committees, there are a number of Management Committees which ensures effective and good Corporate Governance at the managerial level.

A. The BoardThe Board is made up of Five (5) Directors, including the Chairman and the Managing Director/CEO (Registrar) who is the only Executive Director. Board members are professionals and business men with vast experience and credible track records who all have the requisite integrity, skills and experience to bring independent judgment to bear on Board deliberations and discussions.

The Corporate Governance principles of the Company rest on the Board of Directors to ensure due compliance with and alignment with acceptable Corporate Governance standards.

In demonstrating its commitment to the observance of the SEC Code, the Company has an Independent Director. This independent Director is neither a Shareholder of the Company nor a representative of Shareholders.

To enhance Corporate Governance, Board sub-committees are constituted to help the Board properly assess management reports, proposals and oversight functions and make recommendations to the main Board. Currently, the Board has two standing committees namely; Audit and Governance Committee and Finance and Investment Committee.

B. Chairman and CEO PositionsResponsibilities at the top level are well defined and the Company has separated the roles of the Managing Director/CEO and Chairman in compliance with Corporate Governance rules on the roles and responsibilities of the Board members. The Chairman is not involved in the day-to day operations of the Company and is not a member of any sub-committee of the Board.

C. Proceedings and frequency of meetingsThe Board meets at least once in every quarter or as frequently as the Board's attention may be required on any situation which may arise. Sufficient notices with clear agenda/report are usually given prior to convening such meetings. All Directors have access to the Company Secretary which can only be appointed or removed by the Board and is also responsible to the Board.

Corporate Governance Report

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D. Non-Executive DirectorsThe Non-Executive Board members possess strong knowledge of the Company's business and usually contribute actively to Board's meetings.

E. ***Reporting and ControlThe Board is responsible for and ensures proper financial reporting as well as establishment of strong internal control procedures. There is a Statutory Audit Committee which comprises six members; three Board Representatives and Three Shareholder Representatives. There is also the Board Audit and Governance Committee which comprises three Non-Executive Directors.

F. Accountability and Audit

Financial ReportingThe Board has presented a balanced assessment of the Company's position and prospects. The Board is mindful of its responsibilities and is satisfied that in the preparation of its financial report it has met with its obligation under the Code of Corporate Governance.

The Directors make themselves accountable to shareholders through regular publication of the Company's financial performance and annual reports. The Board has ensured that the Company's reporting procedure is conveyed on the most recent infrastructure to ensure accuracy. This procedure involves the monitoring of performance throughout the financial year in addition to monthly reporting of key performance indicators.

Akintola Williams Deloitte acted as external auditors to the Company during the 2015 financial year.

Internal ControlThe Company has consistently improved its internal control system to ensure effective management of risks. The Directors review the effectiveness of the system of internal control through regular reports and reviews at Board and Audit Committee Meetings.

There is also an Internal Audit and Control Department, whose head makes representations to both the Statutory Audit Committee and the Board.

G. Control EnvironmentThe Board has continued to place emphasis on risk management as an essential tool for achieving the Company's objectives. Towards this end, it has ensured that the Company has in place robust risk management policies and mechanisms to ensure the identification of risks and effective controls.

The Board approves the annual budget for the Company and ensures that a robust budgetary process is operated with adequate authorization levels put in place to regulate capital expenditure.

H. Shareholders The Company ensures the existence of adequate interaction among the shareholders, the Management and the Board of the Company. The Company's General Meetings provide shareholders the platform to contribute to the administration of the Company. The Annual General Meetings (AGMs) are held in accessible locations and are open to shareholders or their proxies. The AGMs are conducted in a manner that facilitates shareholders participation in accordance with relevant regulatory and statutory requirements. The Company encourages shareholders to attend these meetings whilst ensuring that notices of meetings and other information required by shareholders to make informed decisions are dispatched in a timely manner. The office of the Company Secretary additionally affords shareholders channels of communication to the Board and the Management of the Company.

It is the responsibility of the shareholders to approve the appointment of Directors and to grant other approvals that are required by law or the Articles of Association of the Company.

The Shareholders through its representatives on the Statutory Audit Committee in line with section 359 of the CAMA and the SEC Code, assume responsibility for the integrity of the Company's audited accounts. Its role includes ensuring that the audit and risk management policies of the Company adhere to the appropriate legal standards.

The Committee among other functions provide oversight to the activities of the Company's Internal and External Audit.

I. Board CommitteesThe Board of APR Plc has the following Committees, namely; The Board Audit and Governance Committee, the Board Finance and Investment Committee and the Statutory Audit Committee.

Corporate Governance Report (Contd.)


20


Board Audit/Governance CommitteeThe Board Audit/Governance Committee was set up to further strengthen the internal control process of the Company. The Committee assists the Company in fulfilling its audit responsibilities by ensuring that an effective system of internal control is in place. The Committee is currently constituted by 3 (Three) members, made up of Non Executive Directors.

The Members include:1. Mr. Peter Elumelu Chairman/Non-Executive Director2. Mr. Samuel Nwanze Member/ Non-Executive Director3. Ammuna Lawan Ali Member/ Non-Executive Director

Its Terms of Reference include the monitoring of processes designed to ensure compliance by the Company in all respects with legal and regulatory requirements including disclosure, controls and procedures and the impact (or potential impact) of developments related thereto. It evaluates the independence and performance of the External Auditor and reviews with the Management and the External Auditor the audited financial statements before its presentation to the Board.

Board Finance and Investment CommitteeThe Board Finance and Investment committee is responsible for strategic planning, periodic budgeting and performance monitoring, supervision of assets, investment matters and providing oversight on financial matters and performance of the Company. The Committee is currently constituted by 3 (Three) members, made up of Non Executive Directors.

The Members include:1. Mr. Samuel Nwanze Chairman/Non-Executive Director2. Mr. Peter Ashade Member/MD/CEO3. Mr. Peter Elumelu Member/ Non-Executive Director

Members of the Board of Directors attend regular trainings on Corporate Governance and related issues both locally and internationally. In addition, the Company Secretary provides advice to the Board on Corporate Governance best practices from time to time.

The Statutory Audit CommitteeThe Statutory Audit Committee was set up in accordance with the provisions of the Companies and Allied Matters Act, CAP 20, 2004. It comprises of a mixture of Non Executive Directors and ordinary shareholders elected at the Annual General Meeting. Its terms of reference include the monitoring of processes designed to ensure compliance by the Company in all respects with legal and regulatory requirements, including disclosure, controls and procedures and the impact (or potential impact)of development thereto. It evaluates annually, the independence and performance of the External Auditors. The Committee also reviews with Management and the External Auditors the annual audited financial statement before its submission to the Board.

The Members include:1. Mr. Nonso Okpala Chairman/shareholder2. Alhaji Kabiru Tambari Shareholder3. Mr. Tajudeen Adeshina Shareholder4. Mr. Samuel Nwanze Non- Executive Director5. Mr. Peter Elumelu Non- Executive Director6. Ammuna Lawan Ali Non- Executive Director

BOARD AND BOARD COMMITTEE MEETINGSProvided below are details of Board and Board Committee meetings held in 2015 showing the frequency of the meetings and attendance of members.

Board Meeting

S/N Members 03/02/15 24/02/15 09/03/15 07/04/15 28/04/15 27/07/15 20/10/15 14/12/151. Chief (Mrs.)

Eniola Fadayomi P P P P P P P P2. Mr. Peter Ashade P P P P P P P P3. Ammuna Lawan Ali P P P P P AWA P P4. Mr. Peter Elumelu P P P P P P P P5. Mr. Samuel Nwanze P AWA AWA P P P P P

21

Audit and Governance Committee

S/N Members 14/07/2015 19/10/20151. Mr. Peter Elumelu P P2. Mr. Samuel Nwanze P P3. Mrs. Ammuna Lawan Ali P P

Finance and Investment Committee

S/N Members 27/07/2015 19/10/20151. Mr. Samuel Nwanze P P2. Mr. Peter Elumelu P P3. Mr. Peter Ashade P P

Statutory Audit Committee

S/N Members 06/03/2015 27/04/2015 14/07/2015 19/10/20151. Mr. Nonso Okpala P P P P2. Mr. Tajudeen Adeshina P P P P3. Alhaji Kabiru Tambari P P P P4. Mr. Samuel Nwanze P P P P5. Mr. Peter Elumelu P P P P6 Ammuna Lawan Ali P P P P

KEY: P = PresentAWA = Absent With Apology

The Company SecretaryThe Company Secretary ensures adequate dissemination of information among Board members and between the Board and the Management of the Company. In furtherance of Board and Committee meetings, the Company Secretary undertakes the preparation of the necessary papers and other documents requisite for the success in deliberations. The Company Secretary is responsible for the induction of new Directors and the provision of ongoing training for the Non Executive Directors. The Company Secretary is a source through which the shareholders of the Company access information on the Company.

The Office of the Company Secretary ensures that the Company complies with the relevant regulatory laws including the Investment and Securities Act, the Securities and Exchange Commission (SEC) Rules and Regulations, the Securities and Exchange Commission (SEC) Code of Corporate Governance, the Companies and Allied Matters Act and the Nigeria Stock Exchange Rules and Regulations.

The procedure for the appointment and removal of the Company Secretary is a matter for the Board.

Code of Business EthicsThe Company has in place a Code of Business Ethics for its employees. This Code aims at promoting among employees a culture consistent with the Company's core values and establishes acceptable standards of ethical behaviour for staff. Employees of the Company are required to act in accordance with all applicable laws and regulations as the Company will not condone employees who violate the law or ethical standards whether specifically provided for in the Code or otherwise. All employees undertake to abide by the provisions of this Code and new employees are required to read and agree to the terms of the code during the course of their employment. The Internal Audit is responsible for full compliance with the provisions of this Code.

Whistle Blowing PolicyThe Company in observance of sound Corporate Governance principles and in adherence with the SEC Code has an established Whistle Blowing Policy. This Policy provides a confidential avenue for reporting cases of fraud and other forms of misconduct which are inimical to the Company's ethos. The Company has a dedicated phone number and an e-mail address through which complaints/reports can be received. The email address is [email protected]

Statutory ComplianceThe Company has since its recent transformation from a Private Company to a Public Company attained substantial compliance with the SEC Code. However processes are still on going towards the achievement of full compliance with the SEC Code. In adherence to the provisions of CAMA and the SEC Code, the Company will at this Annual General Meeting constitute the Statutory Audit Committee to carry out the duties of same Committee as prescribed by the SEC Code



22

The Company's vision is to create long-term and sustainable value for our stakeholders in our chosen markets. In order to realise this long-term objectives, the Company is making every effort to identify and take advantage of every investment opportunity that will complement its long-term strategic objectives. We will continue to look out for these investment opportunities that will help in creating value for our stakeholders.

GUIDELINES FOR TRADING IN THE COMPANY'S SECURITIES

General RuleExcept in exceptional circumstances, all Key personnel ( Directors, and all Staff) must not deal in securities of the Company during the following “Closed Periods”:

(a) The period from 15 days immediately preceding the announcement to the Nigerian Stock Exchange of the Company's annual results; and 24 hours after the release has been made;

(b) The period from 15 days immediately preceding the announcement to the Nigerian Stock Exchange of the Company's half year results; and 24 hours after the release has been made;

(c) The period from 15 days immediately preceding the announcement to the Nigerian Stock Exchange of each of the Company's quarterly results; and 24 hours after the release has been made; and

(d) A period of two trading days before and 24 hours after any other Nigerian Stock Exchange announcement by the Company; and

(e) Such other periods as the Board may from time to time by notice in writing designate as a closed period- for example, a period commencing when the Company is considering a significant acquisition or disposal under an incomplete proposal and expiring two trading days after details of the final proposal are announced to the Nigerian Stock Exchange or the proposal is abandoned.

AFRICA PRUDENTIAL REGISTRARS PLC COMPLAINT MANAGEMENT POLICY

l In accordance with the Securities and Exchange Commission rules (SEC Rules) Relating to Companies Management Framework of the Nigerian Capital Market (The FrameWork) of 16 February, 2015 and The Nigerian Stock Exchange directive (NSE Directive)(NSE/LARD/LRD/CIR6/15/04/22) every listed company is required to establish a clearly defined complaints management policy to handle and resolve complaints within the scope of the framework.

l It is pursuant to the above mentioned SEC Rule and NSE Directive that Africa Prudential Registrars Plc has Formulated A Complaints Management Policy.

l This Policy is designed to effectively and efficiently handle and Resolve Complaints in a Fair, Impartial, timely and objective manner.

l All complaints should be addressed as follows;

The Company SecretaryAfrica Prudential Registrars Plc220b Ikorodu Rd, Palmgrove, LagosTel: +234(0)7020606400)

E-mail: [email protected]

This policy shall be made available on the company’s website (www.africaprudentialregistrars.com)


23

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 (“CAMA”), the Directors are responsible for the preparation of the

financial statements, which give a true and fair view of the state of affairs of the Company and of the profit or

loss for the period ended 31 December 2015, and in so doing they ensure that:

· Proper accounting records are maintained;

· Applicable accounting policies are adopted and consistently applied;

· Judgments and estimates made are reasonable and prudent;

· The going concern basis is used, unless it is inappropriate to presume that the Company will continue

in business; and

· Internal control procedures are instituted which as far as reasonably possible, safeguard the assets of

the Company and prevent and detect fraud and other irregularities.

The Directors accept responsibility for the annual 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 (IFRS) and the requirements of CAMA.

The Directors are of the opinion that the 2015 Financial Statements give a true and fair view of the state of the

financial affairs of the Company and Company.

The Directors accept responsibility for the maintenance of accounting records that may be relied upon in the

preparation of the financial statements as well as adequate systems of internal 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 (12) months from the date of this statement.

Signed on behalf of the Directors of the Company

Peter Ashade Chief (Mrs.) Eniola Fadayomi

Managing Director/CEO Chairman

Statement of Directors' Responsibilities


24

Board Evaluation Report

25

The Directors are pleased to present to the members of the Company, the Annual Report together with the Financial Statements of the Company as at December 31, 2015.

LEGAL FORM AND PRINCIPAL ACTIVITIESAfrica Prudential Registrars Plc was incorporated on September 26, 2006.

Africa Prudential Registrars Plc (formerly UBA Registrars) was a fully owned subsidiary of UBA Plc. However, following the directive of Central Bank of Nigeria (CBN) to banks to divest from all non-banking subsidiaries, a

thcourt ordered meeting of shareholders of UBA Plc was held on 13 December, 2012 and a resolution was passed granting the Company autonomy for competitiveness and profitability. The Company is a leading share registration service provider in Nigeria with a focus on qualitative, customer-friendly service delivery for corporate organizations. It ranks No.1 in terms of automation and innovation among all corporate registrars in Nigeria.

RESULTS FOR THE YEARThe following is the summary of the performance of the Company during the year under review as compared with the previous year:

In thousands (N'000) December 31, 2015 December 31, 2014Turnover 2,575,616 2,256,691 Operating expenses (946,254) (956,309) Profit before Tax 1,629,362 1,300,382 Tax (181,424) (82,015) Profit after Tax 1,447,938 1,218,367 Dividend declared 1,200,000 700,000 Retained earnings 247,938 518,367

DIVIDENDThe Directors recommend to the shareholders, the payment of a gross dividend of N1,200,000,000.00 (One Billion, Two Hundred Million Naira) that is 60 (sixty) Kobo per share payable to shareholders on the Company's Register of Members as at March 22, 2016. The dividend is subject to the deduction of appropriate withholding tax. If members at the Annual General Meeting approve this recommendation, the appropriation of the profit as at the end of the financial year would be as follows:

N'000Proposed Dividend 1,200,000Retained Profit at the end of the period 247,938

DIRECTORS

Record of Directors' Attendance at MeetingsPursuant to Section 258(2) of the Companies and Allied Matters Act, CAP C20 Laws of the Federation of Nigeria 2004, the records of Directors' attendance at Board meetings during the year under review will be available for inspection at the Annual General Meeting.

DIRECTORS/ MAJORITY SHAREHOLDERS INTERESTS IN CONTRACTSAt the Meeting of Directors of the Company held on April 18, 2013 the Board approved a technical services agreement between the Company and Heirs Holdings Limited for technical services rendered to the Company by Heirs Holdings Limited.

Directors and Their Interests in The Shares of The Company.Directors' interests in the issued share capital of the Company as recorded in the Register of Members and/or as notified by the Directors in compliance with Sections 275 and 276 of the Companies and Allied Matters Act, CAP C20, LFN 2004 and the Listing Requirements of the Nigerian Stock Exchange were as follows:

NO OF SHARES DECEMBER 31, 2015 JANUARY 1, 2015CHIEF (MRS) ENIOLA FADAYOMI 4,006,060 4,006,060PETER ASHADE 553,864 553,864SAM NWANZE 83,009 83,009PETER ELUMELU 1,513,891 1,000,000AMMUNA LAWAN ALI NIL NIL

Directors' Report


26

Directors' Report (Contd.)

SHAREHOLDING AND SUBSTANTIAL SHAREHOLDERSThe issued and fully paid up share capital of the Company is N2,000,000,000 Billion units of ordinary shares of N0.50k each. In terms of significant shareholding (5% and above), the Register shows that International Equity Capital is the largest shareholder with 403,298,718 units of shares. Followed by Heirs Holdings Ltd. with 256,238,449 units of shares. The table below is instructive.

S/N PARTICULARS OF SHAREHOLDER NO OF SHARES % OF SHAREHOLDING1 INTERNATIONAL EQUITY CAPITAL 403,298,718 20.162 HEIRS HOLDINGS LTD. 256,238,449 12.81

SHAREHOLDING ANALYSIS

S/N CATEGORY OF NO. OF NUMBER OF % OF SHAREHOLDER SHAREHOLDERS SHARES HELD TOTAL

1 INDIVIDUALS 265,096 517,701,046 25.892 INSTITUTIONAL INVESTORS:

BanksInsurancePension FundsOther Managed FundsOther Corporate Entities 5,798 1,435,120,604 71.76GOVERNMENT 24 13,038,197 0.65

3 FOREIGN SHAREHOLDERSDirect Foreign InvestorsPortfolio Investor 2 34,140,153 1.70TOTAL 270,920 2,000,000,000 100

DONATIONS*The Company did not make any donation during the year under review.

HUMAN RESOURCESThe Company makes it paramount objective to hire individuals based on standard of merit and competence. Also, the Company upholds a sound culture of providing continued development and training for its Staff to address knowledge gaps and provide new skill sets along the Company's lines of responsibilities. Annually, local and foreign trainings are identified for staff and followed through in accordance with an approved training plan meant to ensure that this objective is achieved. The Company encourages easy interaction between Management and other staff of the Company so as to foster an atmosphere of warmth at work and also to kindle the necessary synergy required for the Company's success.

EMPLOYMENT OF DISABLED PERSONSIt is the Company's policy to give special consideration to disabled persons having regard to the individual applicant's aptitudes and abilities.

HEALTH, SAFETY AND WELFARE OF EMPLOYEESWe approach Health, Safety and Welfare issues affecting Staff with every sense of seriousness. In the year under review the Company commenced an insurance health care scheme with Avon, a Health Maintenance Organization (HMO), licensed by the National Health Insurance Scheme (NHIS) to provide health insurance to employees in the private sector. Through this arrangement, each employee, their respective spouses, and dependants below the age of eighteen (18) years are entitled to medical treatments in well-equipped, qualitative network of hospitals under the scheme.

Safety regulations are in place within the Company's premises and employees are regularly informed of the regulations.

There are contributory retirement benefit schemes for both management and junior employees of the Company in conformity with the Pensions Reform Act 2004.

EMPLOYEES' INVOLVEMENT AND TRAININGThe company has an effective employer/employee communication system aimed at enhancing industrial harmony. Employees are kept fully informed as much as practicable of the Company's activities which particularly affect them as employees and are also encouraged to communicate any information useful to management through use of suggestion boxes and other channels.

27

Regular training programmes are usually arranged for employees locally and where applicable, overseas for the improvement of skills and enhancement of career prospects.

POST BALANCE SHEET EVENTSThere were no post balance sheet events which could have a material effect on the financial position of the Company as at 31 December, 2015 and results attributable to equity holders

FIXED ASSETSIn the opinion of the Directors, the market value of the Company's fixed assets is not less than as shown in the Balance Sheet.

****AUDITORSMessrs. Akintola Williams Deloitte, having indicated their willingness, will 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 BOARD

MUSA I. BELLOCompany Secretary/Legal Adviser220B Ikorodu Road, PalmgroveLagos.Dated: February 28, 2015

Directors' Report (Contd.)


28

To the Members of Africa Prudential Registrars Plc.

In compliance with section 359 (6) of the Companies and Allied Matters Act Cap C20 LFN 2004 (“CAMA”),

members of the Audit Committee of Africa Prudential Registrars (“the Company”) hereby report as follows:

· The Audit Committee met in exercise of its statutory responsibilities in accordance with section 359(6)

of CAMA;

· We have examined the auditors' report including the financial statements for the year ended 31

December 2015;

· We have also deliberated with the external auditors, reviewed their findings and recommendations

and confirm that the auditors' report for this period is consistent with our review; and

· We are satisfied that the accounting and reporting policies of the Company are in accordance with

legal requirements and meet ethical standards.

Nonso Okpala

Chairman, Audit Committee

February 19, 2016

Members of the Audit Committee

Mr. Nonso Okpala - Chairman

Mr. Adeshina Tajudeen - Member

Mr. Kabiru A. Tambari - Member

Mr. Samuel Nwanze - Member

Mr. Peter Elumelu - Member

Ammuna Lawan Ali - Member

Report of the Audit Committee

29

Report on the Financial StatementsWe have audited the accompanying financial statements of Africa Prudential Registrars Plc (“the Company”) statement of financial position as at 31 December 2015, the statement of profit or loss and other comprehensive income, statement of changes in equity, statement of cash flow for the year then ended 31 December 2015, a summary of significant accounting policies and other explanatory information.

Directors' Responsibility for the Financial StatementsThe Directors are responsible for the preparation and fair presentation of these financial statements in accordance with the International Financial Reporting Standards, the Companies and Allied Matters Act CAP C20 LFN 2004, the Investments and Securities Act CAP S124 LFN 2007, the Financial Reporting Council of Nigeria Act, 2011, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal controls relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements give a true and fair view of the financial position of Africa Prudential Registrars Plc as at 31 December 2015 and its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards, the Companies and Allied Matters Act Cap C20 LFN 2004, the Investments and Securities Act CAP S124 LFN 2007 and the Financial Reporting Council of Nigeria Act, 2011.

Other reporting responsibilitiesIn accordance with the Sixth Schedule of the Companies and Allied Matters Act CAP C20 LFN 2004 we expressly state that:

i) We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) The Company has kept proper books of account, so far as appears from our examination of those books.iii) The Company's statement of financial position and its statement of profit or loss and other comprehensive

income are in agreement with the books of account.

Michael Daudu, FCA-FRC/2013/ICAN/00000000845For: Akintola Williams DeloitteChartered AccountantsLagos, NigeriaFebruary 23, 2016

Independent Auditor’s Report


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Statement of Profit or Loss and Other Comprehensive Income

Company Group Company

Note Dec-15 Dec-14 Dec-14

N'000 N'000 N'000

Registrars fee income 5a 919,579 856,032 802,411

Net investment income 5b 1,623,703 1,349,125 1,030,039

Gross earnings 2,543,282 2,205,157 1,832,450

Other income 6 32,334 51,534 30,545

Impairment charges 7 (52,869) (2,981) (2,981)

Personnel expenses 8 (324,231) (243,084) (241,409)

Other operating expenses 9 (532,321) (680,853) (530,128)

Depreciation and amortization 15&16 (36,834) (29,391) (28,759)

Profit before tax 1,629,361 1,300,382 1,059,718

Income tax expense 22a (181,424) (82,015) (27,754)

Profit for the year 1,447,937 1,218,367 1,031,964

Other Comprehensive Income, net of income tax

Items that will not be reclassified subsequently to profit or loss:

- - -

- - -

Items that may be reclassified subsequently to profit or loss:

Net fair value loss on available for sale financial asset 26 (359,051) (325,765) (325,765)

Other comprehensive income, net of income tax (359,051) (325,765) (325,765)

Total comprehensive income 1,088,886 892,602 706,199

Basic earnings per share (kobo) 27 72 61 52

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Statement of Financial Position

AS AT 31 DECEMBER, 2015

Company Group

Company Dec-15 Dec-14 Dec-14

Note N'000 N'000 N'000 Assets Cash and cash equivalents 10 8,182,146 6,009,749 2,545,684 Financial assets (available for 11a 3,299,523 3,658,574 3,658,574 Financial assets (held to 11b 5,325,647 8,322,429 8,322,429 Trade and other receivables 12 173,512 157,367 153,005 Inventory 13 16,131 22,223 22,223 Other assets 14 77,946 46,712 37,579 Property, plant and equipment 15 157,001 151,714 151,056 Intangible assets 16 11,534 13,806 13,806 Investment in subsidiary 17 - - 750,000 Goodwill 18 397,493 468,000 - Deferred tax asset 22b 51,168 56,853 56,990

Total assets 17,692,101 18,907,427 15,711,346

Liabilities Customers' deposits 19 12,541,134 13,747,537 10,924,343 Creditors and accruals 20 534,470 370,572 311,525 Taxation 22c 41,529 263,236 194,104 Total liabilities 13,117,133 14,381,345 11,429,972 Shareholders equity Share capital 23 1,000,000 1,000,000 1,000,000 Share premium 24 624,446 624,446 624,446 Retained earnings 25 3,612,701 3,204,764 2,960,056 Other reserves 26 (662,179) (303,128) (303,128)

Total equity 4,574,968 4,526,082 4,281,374

Total equity and liabilities 17,692,101 18,907,427 15,711,346 The financial statements were approved by the Board of Directors on 23 February 2016 and signed on its behalf by:

Chief Mrs Eniola Fadayomi (MFR) Peter Ashade FRC/2013/IODN/00000002718 FRC/2013/ICAN/00000002719

Chairman Managing Director

Olufemi Adenuga

FRC/2013/ICAN/0000000272 Chief Financial Officer


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Statement of Cash Flows

Company

Group

Company

Note Dec-15 Dec-14 Dec-14

Cash flows from operating activities N'000 N'000 N'000

Profit after tax 1,447,937 1,218,367 1,031,964

Adjustments to reconcile net cash provided:

Depreciation and amortization 15& 16 36,834 29,391 28,759

Impairment charges 7 52,869 2,981 2,981

Income tax expense 22a 181,424 82,015 27,754

Assets written off 26,521 617 -

Write off of Agile software - 53,520 53,520

1,745,585 1,386,891 1,144,978

Changes in assets and liabilities:

(Increase) in inventory (10,453) (9,017) (9,017)

(Increase)/decrease in other assets (31,234) 9,146 6,431

(Increase)/decrease in debtors (1,393) 103,753 81,780 (Decrease)/increase in Customer deposits (1,206,403) 2,545,091 1,791,442

Increase/(decrease) in creditors and accruals 163,898 (99,698) (103,732)

Net cash from operations 660,000 3,936,166 2,911,883

Tax paid 22c (397,447) (234,625) (150,243)

Net cash generated from operating activities 262,553 3,701,541 2,761,640

Cash flows from investing activities Purchase of property, plant & equipment 15 (45,631) (25,070) (25,070)

Disposal/ (acquisition) of financial assets 2,996,782 (6,166,625) (6,166,625)

Software development project - (5,878) (5,878)

Acquisition of intangible asset 16 (1,307) (6,755) (6,755)

Net cash from/ (used in) investing activities 2,949,844 (6,204,328) (6,204,328)

Cash flow from financing activities

Dividend paid (final & interim) 25 (1,040,000) (700,000) (700,000)

Net cash flow used in financing activities

(1,040,000) (700,000) (700,000)

Net increase/(decrease) in cash and cash equivalents 2,172,397 (3,202,787) (4,142,689)

Cash and cash equivalents at 1 January 6,009,749 9,212,536 6,688,373

Cash and cash equivalents at 31 December 10 8,182,146 6,009,749 2,545,684

33

Statement of Changes in Equity

AS AT 31 DECEMBER 2015

Company

31 December 2015

Other Share Share Retained Total

Reserves Premium capital earnings equity

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

At 1 January (303,128) 624,446 1,000,000 3,204,764 4,526,082

Profit for the year - - - 1,447,937 1,447,937

Other comprehensive income for the year, net of income tax

(359,051) - - - (359,051)

Dividend paid (2014 final& 2015 interim) - - - (1,040,000) (1,040,000)

At 31 December (662,179) 624,446 1,000,000 3,612,701 4,574,968

Group

31 December 2014



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

At 1 January 22,637 624,446 1,000,000 2,686,400 4,333,483


Other comprehensive income for the year (325,765) - - - (325,765)

Arising on acquisition of subsidiary - - - (700,000) (700,000)

At 31 December (303,128) 624,446 1,000,000 3,204,764 4,526,082

Company

31 December 2014



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

At 1 January 22,637 624,446 1,000,000 2,628,092 4,275,175


Other comprehensive income for the year (325,765) - - - (325,765)

Dividend paid - - - (700,000) (700,000)

At 31 December (303,128) 624,446 1,000,000 2,960,056 4,281,374


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Notes to the Financial Statements

1. Corporate informationAfrica Prudential Registrars Plc. (formerly UBA Registrars Ltd) was incorporated as a private limited liability company on 23rd March 2006 to take over the registrar services formally operated as a department by its former parent - UBA Global Market Limited. The company was listed on 17 January, 2013.

The company renders share registration services to both public and private companies. The company'sregistered office address is 220B, Ikorodu Road, Palmgrove, Lagos Nigeria.

In the prior year, the company presented group financial statements which included its financial statement and that of its subsidiary - UAC Registrars. In October, 2015 however, the company completed procedures to liquidate the subsidiary, effectively combining the subsidiary's operations with its own. As a result of the liquidation of the subsidiary, the company has not presented group financial statements for the year ended 31 December, 2015

2 Application of new and revised International Financial Reporting Standards (IFRSs)

2.1 Amendments to IFRSs that are mandatorily effective for the current yearIn the current year, the company has applied a number of amendments to IFRSs issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting year that begins on or after 1 January 2015.

2.1.1 Amendments to IAS 19 Defined Benefit Plans: Employee ContributionsThe company has adopted the amendments for the first time in the current year. The amendments require the company to account for employee contributions as follows:

· Discretionary employee contributions are accounted for as reduction of the service cost upon payments to the plans.

· Employee contributions specified in the defined benefit plans are accounted for as reduction of the service cost, only if such contributions are linked to services. Specifically, when the amount of such contribution depends on the number of years of service, the reduction to service cost is made by attributing the contributions to years of service in the same manner as the benefit attribution. On the other hand, when such contributions are determined based on a fixed percentage of salary (i.e. independent of the number of years of service), the reduction should be recognized in the service cost in the year in which the related services are rendered.

The company does not however, operate any defined benefit plan at the moment and so the adoption of these amendments has had no material impact on the disclosures or the amounts recognized in the financial statements.

2.1.2 Annual Improvements to IFRSs 2010 - 2012 Cycle and 2011 2013 CycleThe company has applied the amendments to IFRSs included in the Annual Improvements to IFRSs 2010 - 2012 Cycle and 2011 2013 Cycle for the first time in the current year. The application of the amendments has had no material impact on the disclosures or amounts recognized in the financial statements.

2.2 New and revised IFRSs in issue but not yet effective The company has not applied the following new and revised IFRSs that have been issued but are not yet effective:

2IFRS 9 Financial Instruments1IFRS 14 Regulatory Deferral Accounts ;

2IFRS 15 Revenue from Contracts with Customers1Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint Operations

1Amendments to IAS 1 Disclosure InitiativeAmendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and

1AmortisationAmendments to IAS 16 and IAS 41

1Agriculture: Bearer PlantsAmendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its

1Associate or Joint VentureAmendments to IFRS 10, IFRS 12 and

1IAS 28 Investment Entities: Applying the Consolidation Exception1Amendments to IFRSs Annual Improvements to IFRSs 2012-2014 Cycle

1 Effective for annual years beginning on or after 1 January 2016, with earlier application permitted2 Effective for annual years beginning on or after 1 January 2018, with earlier application permitted.

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2.2.1 IFRS 9 Financial InstrumentsIFRS 9 issued in November 2009 introduced new requirements for the classification and measurement of financial assets. IFRS 9 was subsequently amended in October 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition, and in November 2013 to include the new requirements for general hedge accounting. Another revised version of IFRS 9 was issued in July 2014 mainly to include a) impairment requirements for financial assets and b) limited amendments to the classification and measurement requirements by introducing a 'fair value through other comprehensive income' (FVTOCI) measurement category for certain simple debt instruments.

Key requirements of IFRS 9:

· all recognized financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement are required to be subsequently measured at amortized cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortised cost at the end of subsequent accounting years. Debt instruments that are held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets, and that have contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, are generally measured at FVTOCI. All other debt investments and equity investments are measured at their fair value at the end of subsequent accounting years. In addition, under IFRS 9, entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognised in profit or loss.

· with regard to the measurement of financial liabilities designated as at fair value through profit or loss, IFRS 9 requires that the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income, unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability's credit risk are not subsequently reclassified to profit or loss. Under IAS 39, the entire amount of the change in the fair value of the financial liability designated as fair value through profit or loss is presented in profit or loss.

· in relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model, as opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition. In other words, it is no longer necessary for a credit event to have occurred before credit losses are recognised.

· the new general hedge accounting requirements retain the three types of hedge accounting mechanisms currently available in IAS 39. Under IFRS 9, greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types of instruments that qualify for hedging instruments and the types of risk components of non-financial items that are eligible for hedge accounting. In addition, the effectiveness test has been overhauled and replaced with the principle of an 'economic relationship'. Retrospective assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity's risk management activities have also been introduced.

2.2.2 IFRS 14 Regulatory Deferral AccountsIFRS 14 specifies the accounting for regulatory deferral account balances that arise from rate-regulated activities. The Standard is available only to first-time adopters of IFRSs who recognised regulatory deferral account balances under their previous GAAP. IFRS 14 permits eligible first-time adopters of IFRSs to continue their previous GAAP rate-regulated accounting policies, with limited changes, and requires separate presentation of regulatory deferral account balances in the statement of financial position and statement of profit or loss and other comprehensive income. Disclosures are also required to identify the nature of, and risks associated with, the form of rate regulation that has given rise to the recognition of regulatory deferral account balances.

IFRS 14 is effective for an entity's first annual IFRS financial statements for annual years beginning on or after 1 January 2016, with earlier application permitted.

Notes to the Financial Statements (Contd.)


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2.2.3 IFRS 15 Revenue from Contracts with CustomersIn May 2014, IFRS 15 was issued which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 will supersede the current revenue recognition guidance including IAS 18 Revenue, IAS 11 Construction Contracts and the related Interpretations when it becomes effective.

The core principle of IFRS 15 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the Standard introduces a 5-step approach to revenue recognition:

· Step 1: Identify the contract(s) with a customer· Step 2: Identify the performance obligations in the contract· Step 3: Determine the transaction price· Step 4: Allocate the transaction price to the performance obligations in the contract· Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

Under IFRS 15, an entity recognizes revenue when (or as) a performance obligation is satisfied, i.e. when 'control' of the goods or services underlying the particular performance obligation is transferredto the customer. Far more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Furthermore, extensive disclosures are required by IFRS 15.

2.2.4 Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint OperationsThe amendments to IFRS 11 provide guidance on how to account for the acquisition of a joint operation that constitutes a business as defined in IFRS 3 Business Combinations. Specifically, the amendments state that the relevant principles on accounting for business combinations in IFRS 3 and other standards (e.g. IAS 12 Income Taxes regarding the recognition of deferred taxes at the time of acquisition and IAS 36 Impairment of Assets regarding impairment testing of a cash-generating unit to which goodwill on acquisition of a joint operation has been allocated) should be applied. The same requirements should be applied to the formation of a joint operation if and only if an existing business is contributed to the joint operation by one of the parties that participate in the joint operation.

A joint operator is also required to disclose the relevant information required by IFRS 3 and other standards for business combinations.

The amendments should be applied prospectively to acquisitions of interests in joint operations (in which the activities of the joint operations constitute businesses as defined in IFRS 3) occurring from the beginning of annual years beginning on or after 1 January 2016. The directors of the Company anticipate that the application of these amendments to IFRS 11 may have an impact on the company's f inancial statements in future years should such transactions arise.

2.2.5 Amendments to IAS 1 Disclosure InitiativeThe amendments to IAS 1 give some guidance on how to apply the concept of materiality in practice.

The amendments to IAS 1 are effective for annual years beginning on or after 1 January 2016. The directors of the Company do not anticipate that the application of these amendments to IAS 1 will have a material impact on the company's financial statements.

2.2.6 Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and AmortisationThe amendments to IAS 16 prohibit entities from using a revenue-based depreciation method for items of property, plant and equipment. The amendments to IAS 38 introduce a rebuttable presumption that revenue is not an appropriate basis for amortisation of an intangible asset. This presumption can only be rebutted in the following two limited circumstances:

a) when the intangible asset is expressed as a measure of revenue; orb) when it can be demonstrated that revenue and consumption of the economic benefits of the

intangible asset are highly correlated.

The amendments apply prospectively for annual years beginning on or after 1 January 2016. Currently, the company uses the straight-line method for depreciation and amortisation for its property, plant and equipment, and intangible assets respectively. The directors of the Company believe that the straight-line method is the most appropriate method to reflect the consumption of economic benefits inherent in the respective assets and accordingly, the directors of the Company do not anticipate that the application of these amendments to IAS 16 and IAS 38 will have a material impact on the company's financial statements.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities against current tax assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

3.6 Financial instruments

3.6.1 Initial recognition and measurementFinancial assets within the scope of IAS 39 are classified as, fair value through profit or loss (FVTPL), available for sale (AFS), loans and receivables and held to maturity investments as appropriate. The company determines the classification of its financial assets at initial recognition. Financial assets are recognized initially at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.

The classification depends on the purpose for which the investments were acquired or originated.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e., the date that the company commits to purchase or sell the asset.

The company's financial assets include cash and cash equivalents, fixed deposits, treasury bills, government bonds, trade and other receivables and loans.

3.6.2 Subsequent measurementThe subsequent measurement of financial assets depends on their classification as follows:

a. Financial assets at fair value through profit and lossThis category comprises two sub-categories: financial assets classified as held for trading, and financial assets designated by the company as fair value through profit or loss upon initial recognition. A financial asset is classified as held for trading if it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term or if it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking. Financial assets held for trading consist of debt instruments and equity instruments, as well as financial assets with embedded derivatives. Financial instruments included in this category are recognised initially at fair value; transaction costs are taken directly to the income statement. The instruments are derecognised when the rights to receive cash flows have expired or the company has transferred substantially all the risks and rewards of ownership and the transfer qualifies for derecognising.

Financial assets carried at fair value through profit/loss are recognised in the statement of financial position as 'Financial assets designated at fair value'. Fair value changes relating to financial assets designated at fair value through profit or loss are recognised in the income statement

b. Loans and other receivablesLoans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These investments are initially recognized at cost, being the fair value of the consideration paid for the acquisition of the investment. All transaction costs directly attributable to the acquisition are also included in the cost of the investment. After initial measurement, loans and receivables are measured at amortized cost, using the Effective Interest Rate, less allowance for impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are an integral part of the Effective Interest Rate. The Effective Interest Rate amortization is included in interest income in the income statement.

37



38


2.2.7 Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint VentureThe amendments to IFRS 10 and IAS 28 deal with situations where there is a sale or contribution of assets between an investor and its associate or joint venture. Specifically, the amendments state that gains or losses resulting from the loss of control of a subsidiary that does not contain a business in a transaction with an associate or a joint venture that is accounted for using the equity method, are recognized in the parent's profit or loss only to the extent of the unrelated investors' interests in that associate or joint venture.

Similarly, gains and losses resulting from the remeasurement of investments retained in any former subsidiary (that has become an associate or a joint venture that is accounted for using the equity method) to fair value are recognized in the former parent's profit or loss only to the extent of the unrelated investors' interests in the new associate or joint venture.

The amendments should be applied prospectively to transactions occurring in annual years beginning on or after 1 January 2016. The directors of the Company anticipate that the application of these amendments to IFRS 10 and IAS 28 may have an impact on the company's financial statements in future years should such transactions arise.

2.2.8 Amendments to IFRS 10, IFRS 12 and IAS 28 Investment Entities: Applying the Consolidation ExceptionThe amendments to IFRS 10, IFRS 12 and IAS 28 clarify that the exemption from preparing financial statements is available to a parent entity that is a subsidiary of an investment entity, even if the investment entity measures all its subsidiaries at fair value in accordance with IFRS 10. The amendments also clarify that the requirement for an investment entity to consolidate a subsidiary providing services related to the former's investment activities applies only to subsidiaries that are not investment entities themselves.

The directors of the Company do not anticipate that the application of these amendments to IFRS 10, IFRS 12 and IAS 28 will have a material impact on the company's financial statements as the company is not an investment entity and does not have any holding company, subsidiary, associate or joint venture that qualifies as an investment entity.

2.2.8 Annual Improvements to IFRSs 2012-2014 CycleThe Annual Improvements to IFRSs 2012-2014 Cycle include a number of amendments to various IFRSs, which are summarised below.

The amendments to IFRS 5 introduce specific guidance in IFRS 5 for when an entity reclassifies an asset (or disposal group) from held for sale to held for distribution to owners (or vice versa). The amendments clarify that such a change should be considered as a continuation of the original plan of disposal and hence requirements set out in IFRS 5 regarding the change of sale plan do not apply. The amendments also clarifies the guidance for when held-for-distribution accounting is discontinued.

The amendments to IFRS 7 provide additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset for the purpose of the disclosures required in relation to transferred assets.

The amendments to IAS 19 clarify that the rate used to discount post-employment benefit obligations should be determined by reference to market yields at the end of the reporting year on high quality corporate bonds. The assessment of the depth of a market for high quality corporate bonds should be at the currency level (i.e. the same currency as the benefits are to be paid). For currencies for which there is no deep market in such high quality corporate bonds, the market yields at the end of the reporting year on government bonds denominated in that currency should be used instead.

The directors of the Company do not anticipate that the application of these amendments will have a material effect on the company's financial statements.

3. Significant accounting policies

Accounting conventionThe financial statements have been prepared on a historical cost basis, except for financial assets held to maturity carried at amortized cost and financial assets classified as available for sale carried at fair value.

39


Statement of ComplianceThe financial statements of Africa Prudential Registrars Plc.have been prepared in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB).

Financial yearThese financial statements cover the financial year from 1 January to 31 December 2015, with comparative figures for the financial year from 1 January to 31 December 2014.

3.2 Basis of preparationThe financial statements are prepared according to uniform accounting policies and valuation principles. The financial statements of the Company are based on the principle of the historical cost of acquisition, construction or production, with the exception of the items reflected at fair value.

The use of critical judgements and accounting estimatesThe preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, incomes and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised, if the revision affects only that year, or in the year of the revision and future years, if the revision affects both current and future years.

Judgements made by management in the application of IFRSs that have significant effect on the financial statements and estimates with a significant risk of material adjustment are disclosed.

Changes in accounting policies or measurement principles in light of new or revised standards are applied retrospectively, except as otherwise provided in the respective standard. The statement of profit or loss and other comprehensive income for the previous year and the opening statement of financial position for that year are adjusted as if the new accounting policies and/or measurement principles had always been applied.

3.3 Going concernThe financial statements have been prepared on a going concern basis, which assumes that the entity will be able to meet its financial obligations as at when they fall due

There are no significant financial obligations that will impact on the entity's resources which will affect the going concern of the entity.

Management is satisfied that the entity has adequate resources to continue in operational existence for the foreseeable future. For this reason, the going concern basis has been adopted in preparing the financial statements

3.4 Revenue recognitionFees and commission income and expenses that are integral to the effective interest rate on a financial asset or liability are included in the measurement of the effective interest rate. Other fees and commission income, including account servicing fees, investment management and other fiduciary activity fees, sales commission, placement fees and syndication fees, are recognised as the related services are performed.

Other fees and commission expenses relates mainly to transaction and service fees, which are expensed as the services are received.

3.5 Income tax expenseIncome tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.


40


C. Held to maturity financial assetsNon-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held to maturity when the company has the intention and ability to hold until maturity. After initial measurement, held to maturity financial assets are measured at amortized cost, using the Effective Interest Rate, less impairment. The Effective Interest Rate amortization is included in 'investment income' in the income statement. Gains and losses are recognized in the income statement when the investments are derecognized or impaired, as well as through the amortization process."

d Available-for-sale financial assetsAvailable-for-sale investments are financial assets that are intended to be held for an indefinite year 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.

Available-for-sale financial assets are initially recognised at fair value, which is the cash consideration including any transaction costs, and measured subsequently at fair value with gains and losses being recognised in the statement of comprehensive income, except for impairment losses and foreign exchange gains and losses, until the financial asset is derecognised.

If an available-for-sale financial asset is determined to be impaired, the cumulative gain or loss previously recognised in the statement of comprehensive income is recognised in the income statement.

However, interest is calculated using the effective interest method, and foreign currency gains and losses on monetary assets classified as available for sale are recognised in the income statement. Dividends on available-for-sale equity instruments are recognised in the income statement in 'Dividend income' when the company's right to receive payment is established."

e GoodwillGoodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

The excess of the cost of acquisition over the value of the share of the identifiable net assets is recorded as goodwill. If the cost of acquisition is less than the value of the net assets of the subsidiary acquired, the difference is recognized directly in the statement of profit or loss.

For the purposes of impairment testing, goodwill is allocated to each of the company's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in the statement of profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent years.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

3.7 Derecognition of financial assetsA financial asset (or, when applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized when:

- The rights to receive cash flows from the asset have expired or- The company retains the right to receive cash flows from the asset or has assumed an obligation to

pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either:

- The company has transferred substantially all the risks and rewards of the asset or- The company has neither transferred nor retained substantially all the risks and rewards of the

asset, but has transferred control of the asset.

41


When the company has transferred its right to receive cash flows from an asset or has entered into a pass through arrangement, and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the company's continuing involvement in the asset.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the company could be required to repay.

In that case, the company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the company has retained.

Impairment of financial assetsAssets carried at amortised costThe Entity assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the assets (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.

The following factors are considered in assessing objective evidence of impairment:

i. Whether the client company is more than 90 days past due;ii. The entity consents to a restructuring of the obligation, resulting in a diminished financial obligation,

demonstrated by a material forgiveness of debt or postponement of scheduled payments; oriii. There is an observable data indicating that there is a measurable decrease in the estimated future

cash flows of a group of financial assets, although the decrease cannot yet be identified with specific individual financial assets.

The entity first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant.

If the entity 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.

Subsequent to initial recognition, the fair values are remeasured at each reporting date. All gains and losses arising from changes therein are recognised in profit or loss in 'net trading income' for trading assets.

Interest earned and dividends received while holding trading assets at fair value through profit or loss are included in net trading income. Trading assets are not reclassified subsequent to their initial recognition.

Assets at fair valueFinancial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting year. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For AFS equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.

For all other financial assets, objective evidence of impairment could include:

l Significant financial difficulty of the issuer or counterparty; or l breach of contract, such as a default or delinquency in interest or principal payments; or l it becoming probable that the borrower will enter bankruptcy or financial re-organisation; or l the disappearance of an active market for that financial asset because of financial difficulties.


42


For certain categories of financial assets, such as trade receivables, assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the company's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit year of 60 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent years.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognised in other comprehensive income are reclassified to profit or loss in the year.

For financial assets measured at amortised cost, if, in a subsequent year, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

In respect of AFS equity securities, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised in other comprehensive income and accumulated under the heading of investments revaluation reserve. In respect of AFS debt securities, impairment losses are subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

3.8 Cash and cash equivalentsCash and cash equivalents include notes and coins in hand, unrestricted balances held with the Central Bank and highly liquid financial assets with original maturities of less than three months, which are subject to insignificant risk of changes in their fair value, and are used by the entity in the management of its short-term commitments.Cash and cash equivalents are carried at amortised cost in the statement of financial position.

3.9 Property and equipment

(i) Recognition and measurementItems of property and equipment are carried at cost less accumulated depreciation and impairment losses. The cost of Property, and Equipment includes expenditures that are directly attributable to the acquisition of the asset. When parts of an item of property or equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

(ii) Subsequent costsThe cost of replacing part of an item of property or equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the entity and its cost can be measured reliably. The costs of the day-to-day servicing of property and equipment are recognised in profit or loss as incurred.

43


(Iii) DepreciationDepreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property and equipment since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Leased assets are depreciated over the shorter of the lease term and their useful lives. Depreciation begins when an asset is available for use and ceases at the earlier of the date that the asset is derecognised or classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.

The estimated useful lives for the current and comparative year are as follows:

Leasehold improvements Over the shorter of the useful life of item or lease yearLeasehold land Over the unexpired lease termBuildings 40 yearsComputer equipment 5 yearsFurniture, fittings and equipment 5 yearsMotor vehicles 5 yearsCapital work - in - progress Not depreciated

Depreciation methods, useful lives and residual values are reassessed at each reporting date and adjusted if appropriate.

(iv) De-recognitionAn item of property and equipment is derecognised on disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.

3.10 Intangible assets SoftwareSoftware acquired by the entity is stated at cost less accumulated amortisation and accumulated impairment losses.

Expenditure on internally developed software is recognised as an asset when the entity is able to demonstrate its intention and ability to complete the development and use the software in a manner that will generate future economic benefits, and can reliably measure the costs to complete the development. The capitalised costs of internally developed software include all costs directly attributable to developing the software, and are amortised over its useful life. Internally developed software is stated at capitalised cost less accumulated amortisation and impairment.

Subsequent expenditure on software assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.

3.11 ProvisionsA provision is recognised if, as a result of a past event, the entity has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

3.12 InventoriesInventories are measured at the lower of cost and net realisable value. The cost of inventories in based on weighted average principle and include expenditure incurred in acquiring the inventor ies and other cos t s incur red in b r ing ing them to the i r ex i s t ing location.

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


44

3.13 Employee benefits

Post-employment benefitsDefined contribution plansObligations for contributions to defined contribution plans are recognized as an expense in the statement of Profit or Loss when they are due. The contribution payable to a defined contribution plan is in proportion to the services rendered to the entity by the employees and is recorded as an expense under "Personnel expenses". Unpaid contributions are recorded as liability.

3.14 Share capital and reservesOrdinary Share Capital: The ordinary share capital of the entity is classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity net of any tax effects.

3.15 Earnings per shareThe entity presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the entity by the weighted average number of ordinary shares outstanding during the year.

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

4 Financial Risks ManagementThe entity has exposure to the following risks:

(a) Credit RiskCredit risk is the risk of financial loss to the entity if a client company or a counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the entity's receivables from client companies and investment securities.

The carrying amount of financial assets represents the maximum credit exposure. The company's maximum exposure to credit risk at the reporting date was as follows:

Company Group CompanyCarrying Amount 2015 2014 2014

N'000 N'000 N'000Trade and other receivables 173,512 157,367 153,005Cash and cash equivalents 8,182,146 6,009,749 2,545,684Financial assets - Held to maturity 5,325,647 8,322,429 8,322,429Financial assets - Available for sale 3,299,523 3,658,574 3,658,574

16,980,827 18,148,119 14,679,692

(c) Liquidity RiskLiquidity risk is the risk that the company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the company's reputation.

The company uses activity based costing to cost its products and services, which assists in monitoring cash flow requirements and optimising its cash returns on investments. The company aims to maintain the level of its cash and cash equivalents.The company also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables.

(d) Market RiskThis is the risk that the company's processes and operations may not keep up with industry developments and lead to a loss of patronage and clients. Mitigating the risk is the fact that Africa Prudential Registrars has been involved in anumber of Research and Development initiatives in order to keep abreast of technological developments and business opportunities in its area of operation. Africa Prudential Registrars will continually research into ways of improving efficiency in its operations increase market share, enhance profitability and maximize returns to shareholders.


45

(e) Capital ManagementThe company is focused on delivering value for its shareholders whilst ensuring the company is able to continue effectively as a going concern. Value adding opportunities to grow the business are continually assessed, although strict and careful criteria are applied.

The Policies for managing capital are to increase shareholder value by maximising profits and cash. The policy is to set budgets and forecasts into the short and medium term that the company ensures are achievable. The process for managing capital are regular reviews of financial data to ensure that the company is tracking the targets set and to reforecast as necessary based on the most up to date information while maintaining a sustainable generation of free cash flow in operations to fund steady growth.

Company Group CompanyDec-15 Dec-14 Dec-14

5 Revenue N'000 N'000 N'000Registrars Fees Income (note 5a) 919,579 856,032 802,411Net investment income (note 5b) 1,623,703 1,349,125 1,030,039

2,543,282 2,205,157 1,832,450

5a Registrars fees incomeRegistrars Fee income comprises fixed yearly administration fees, transaction processing fees, fees for managing corporate actions, fees for professional and IT services and fees earned on the administration of client funds which is value added tax inclusive. Administration fees are recognised evenly over the service year. Transaction based fees are recognised at the time of processing the related transactions. Revenues from corporate actions are recognised in line with the stage of completion and fees in relation to administration of client funds are recognised as they accrue.

5b Net investment income Net investment income includes investment income from held to maturity investments such as treasury bills, term deposits, commercial paper, banker's acceptance and bonds.


Dec-15 Dec-14 Dec-14

Interest income N'000 N'000 N'000

Interest on term deposit 526,910 711,901 463,901

Interest on treasury bills 778,775 376,559 305,473

Interest on bonds 318,018 260,665 260,665

1,623,703 1,349,125 1,030,039

6 Other income This comprises income earned from investment in available for sale financial assets, search fees,

photocopies and disposal of fixed assets.

Company

Group

Company


N'000 N'000 N'000 Dividend Income earned on available for sale financial assets

7,170

11,950

11,950

Interest income earned on staff loans 12,453 - -

Write back of provision no longer required - 2,900 2,900

Others (aggregate of immaterial items) 12,711 36,684 15,695

32,334 51,534 30,545



46


7 Impairment charges

(Write back)/impairment loss on trade receivables (note 12a) (17,638) 2,981 2,981

Impairment loss on goodwill (note 18) 70,507 - -

Net impairment loss 52,869 2,981 2,981

8 Personnel expenses

Wages and salaries 208,202 160,628 158,953

Contributions to defined contribution plans 7,434 6,043 6,043

Medical expenses 6,854 5,998 5,998

Performance bonus 96,424 70,415 70,415

Other employee benefits 5,317 - -

324,231 243,084 241,409

9 Other operating expenses Consultancy fees 124,090 125,403 124,465 AGM/EGM expenses 42,569 71,642 71,642 Assets written off 26,521 53,520 53,520 Donations - 50,500 50,500 Directors fees and other emoluments 64,310 52,733 52,733 Audit fees 10,000 11,170 10,000 Training 8,548 8,924 8,924 Premises and equipment expenses 39,127 26,480 25,672 Corporate social responsibility 5,125 28,166 28,166 Advert and business promotion 7,395 32,878 31,995 Internet and communication 22,305 18,925 18,925 Travel expenses 15,711 14,926 14,926 Legal and professional expenses 5,505 4,673 2,979 Fund management expense 79,330 147,671 2,793 General administrative expenses 81,785 33,242 32,888

532,321 680,853 530,128



10 Cash and cash equivalents N'000 N'000 N'000

Cash in hand 6 70 70

Current account with banks 1,407,933 1,059,969 865,606

Short term deposits 6,774,207 4,949,710 1,680,008

8,182,146 6,009,749 2,545,684

Maturity profile of short term deposits

At call 3,188,708 86,918 86,520

0 - 30 days - 227,811 227,811

30 - 60 days 2,949,078 3,972,150 702,847

60 - 90 days 636,421 662,831 662,830

6,774,207 4,949,710 1,680,008

Cash and short term deposit in the statement of financial position comprise cash at bank and in hand and short term deposit with an original maturity of three months or less. The fair value of cash and cash equivalents equates their carrying amount.

Company

Group Company


N'000 N'000 N'000

47




N'000 N'000 N'000

12 Trade and other receivables

Trade debtors 126,440 176,722 128,764

Withholding tax receivable 24,813 28,453 28,453

Staff Loans 45,418 38,835 38,835

196,671 244,010 196,052

Allowances for doubtful accounts (note 12a) (23,159) (86,643) (43,047)

173,512 157,367 153,005

Trade receivables are recognized and carried at original invoiced amount less an allowance for any uncollectable amount. An estimate of doubtful debt is made when collection of the full amount is no longer probable.

Company

Group Company


12a Reconciliation of impairment allowance N'000 N'000 N'000

At 1 January 86,643 83,662 40,066

Less bad debts written off (45,846) - -

(Decrease)/ Increase in allowance for the year (note 7) (17,638) 2,981 2,981

At 31 December 23,159 86,643 43,047

13 Inventory

Client stationery 16,131 22,223 22,223

.

Company

Group Company


14 Other assets N'000 N'000 N'000

Prepayments 46,651 37,579 37,579

Cash advance 270 869 -

Software development cost 31,025 8,264 -

77,946 46,712 37,579



N'000

N'000

N'000

11 Financial assets

11a Available for Sale

Quoted equity 89,756 114,186 114,186

Unquoted equities 3,209,767 3,544,388 3,544,388

3,299,523 3,658,574 3,658,574

11b Held to maturity

Edo State Government Bond 2017 1,041,243 1,058,842 1,058,842

Bayelsa State Government Bond 2017 509,750 809,783 809,783

Local Contractor Bond 2017 1,095,057 1,057,101 1,057,101

Treasury Bills 2,679,597 5,396,703 5,396,703

5,325,647 8,322,429 8,322,429 State Government Bonds of Edo and Bayelsa, Local contractor bonds and Treasury bills are held to maturity and accounted for at amortised cost

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is valued using the most recent prices for the most recent purchases and includes expenditure incurred in acquiring the inventories.


48

15 Property, plant and equipment Furniture Computer Motor fittings &

Building equipment vehicles equipment Total N'000 N'000 N'000 N'000 N'000

Cost At 1 January 2015 81,172 71,171 46,543 81,591 280,477 Additions 5,862 5,087 7,627 27,055 45,631 Disposals (819) (12,672) (13,491)

At 31 December 2015 87,034 76,258 53,351 95,974 312,617

Accumulated depreciation At 1 January 2015 5,313 43,614 29,585 50,251 128,763 Depreciation charge for the year 2,126 9,212 7,391 14,526 33,255 Disposals (409) (5,993) (6,402)

At 31 December 2015 7,439 52,827 36,567 58,784 155,616

Carrying amount At 31 December 2015 79,595 23,431 16,784 37,190 157,001

At 31 December 2014 (Group) 75,859 27,557 16,958 31,340 151,714

At 31 December 2014 (Company) 75,859 27,492 16,957 30,748 151,056

Company

Group

Company

Dec-15 Dec-14 Dec-14 16 Intangible asset N'000 N'000 N'000

Cost At 1 January 34,212 27,457 27,457 Additions 1,307 6,755 6,755 Disposal - - -

At 31 December 35,519 34,212 34,212

Accumulated amortization At 1 January 20,406 17,735 17,735 Depreciation charge for the year 3,579 2,671 2,671 Disposals - - -

At 31 December 23,985 20,406 20,406

Carrying amount At 31 December 11,534 13,806 13,806

17 Investment in Subsidiary

Cost of acquisition - - 750,000


49

Investment in subsidiary refers to the investment made in the subsidiary which has been liquidated in the current year. On liquidation of the subsidiary, the company's books were adjusted to recognize goodwill by comparing the cost of acquisition of the subsidiary against the value of net asset of the subsidiary at acquisition date.

18 Goodwill arising from business combinationGoodwill arising on the acquisition of UAC Registrars is carried at cost as established at the date of acquisition of the business (30 May, 2013) less accumulated impairment losses if any. In 2014, the company commenced the liquidation of the subsidiary to consolidate its operations. The liquidation process was concluded in October, 2015.

Goodwill on acquisition of the subsidiary is however still being carried in the books and tested for impairment annually as required by the standard. For the purpose of testing for impairment, goodwill was allocated to identifiable cash generating units on acquisition of the subsidiary and transferred to the company on liquidation. The recoverable amount of this cash-generating unit is determined based on a value in use calculation which uses cash flow projections based on financial budgets approved by the directors covering a five-year year, and a discount rate of 20% per annum. The recoverable amount was determined to be lower than the value in use, leading to an impairment charge of N70.5 million for the current year.

Company Group

2015

2014

Carrying value of goodwill N'000

N'000

At 1 January 468,000

468,000

Accumulated impairment losses (70,507)

-

At 31 December 397,493

468,000

Company Group Company Dec-15 Dec-14 Dec-14 N'000 N'000 N'000 19 Customers' deposits 12,541,134 13,747,537 10,924,343

This represents dividend, return monies and other interests received from clients but yet to be claimed as follows:

Public offers 1,730 3,558 3,558

Return money - public offer 516,516 606,690 606,690

Money return - debentures 293 293 293

Brokerage: ordinary shares 187,736 204,541 204,541

Dividend: ordinary shares 11,782,757 12,872,217 10,049,020

Interest: debentures 32,871 31,624 31,625

Realisation: ordinary shares 21 21 21

Bond Interest 1,466 9,602 9,603

Redemption preference shares 3,396 3,396 3,396

Redemption debentures 14,348 15,595 15,596

12,541,134 13,747,537 10,924,343

20 Creditors and accruals

Accounts payable 437,442 179,990 153,145 Accrued expenses 97,028 190,582 158,380

534,470 370,572 311,525



50

The charge for income tax in these financial statement is based on the provisions of the Companies Income Tax Act CAP C21 LFN 2004 as amended and the Education Tax Act CAP E4 LFN 2004 and the Nigerian Information technology Development Agency (NITDA) Act 2007.

21 Post-employment benefits

Defined contribution plan

Provision for the year 7,434 6,043 6,043 Release to PFAs (7,434) (6,043) (6,043)

- - - -

22 Income Taxes

Income tax expense for the year comprises current and deferred taxes

The staff pension provision is a defined contribution scheme where the employees and the company each contributes a minimum of 18% of total emolument to the pension scheme as required by the Pension Reform Act 2014. The company's contribution to the scheme is charged to the statement of profit and loss and other comprehensive income



N'000 N'000 N'000

22a Income tax expense

Income tax 164,062 222,301 171,238

Education tax 11,867 15,551 12,163

IT tax - 10,703 10,703

(Over)/under provision in prior years - (109,360) (109,360)

175,929 139,195 84,744

Deferred tax charge (note 22b) 5,495 (57,180) (56,990)

Income tax expense 181,424 82,015 27,754



N'000 N'000 N'000

22b Deferred tax asset

At 1 January (56,853) 327 -

Used up by UAC Registrars 190 - -

Charge/ (write back) to profit or loss 5,495 (57,180) (56,990)

At 31 December (51,168) (56,853) (56,990)

22c Tax liability

At 1 January 263,236 417,676 318,613

Income tax expense 175,929 139,195 84,744

Withholding tax credit utilised (57,539) (59,010) (59,010)

Payment in the year (238,097) (234,625) (150,243)

Tax paid on interim dividend (102,000) - -

At 31 December 41,529 263,236 194,104


51

22d

Reconciliation of effective to statutory tax rate

Company

Group

Company

2015

2014

2014

N'000

%

N'000

%

N'000

%

Profit before tax

1,629,362

100

1,300,382

100

1,059,718

100

Company income tax

164,062

10

222,301

17

171,238

16

IT tax

-

-

15,551

1

12,163

1

Education tax

11,867

1

10,703

1

10,703

1

Over provision in prior years

-

-

(109,360)

(8)

(109,360)

(10)

Effective Tax Rate

1,805,291

11

1,439,577

11

1,144,462

8

Adjustments:

Education tax

-

-

(15,551)

(1)

(12,163)

(1)

Information technology tax

(11,867)

(1)

(10,703)

(1)

(10,703)

(1)

Effect of permanent differences

371,580

20

277,174

21

256,037

24

Statutory Tax Rate

2,165,004

30

1,690,496

30

1,377,633

30



N'000 N'000 N'000

23 Share capital:

Authorised: Two billion ordinary shares of 50k each 1,000,000 1,000,000 1,000,000

Issued and fully paid: Two billion ordinary shares of 50k each 1,000,000 1,000,000 1,000,000

24 Share premium

At 31 December 624,446 624,446 624,446

25 Retained earnings

At 1 January 3,204,764 2,686,400 2,628,092

Dividend paid (2014 interim) - (700,000) (700,000)

Dividend paid (2014 final) (700,000) - -

Dividend paid (2015 interim) (340,000) - -

Transfer from statement of profit or loss 1,447,937 1,218,364 1,031,964

At 31 December 3,612,701 3,204,764 2,960,056

On 8 April, 2015; a dividend 70 kobo per share total dividend N1.4 billion (interim and final) was approved by shareholders to be paid to holders of fully paid ordinary shares in relation to the 2014 financial year.

In respect of the current year, the Directors approved the payment of 17k per share (total dividend N340 million) as interim dividend at a meeting of the Board of Directors held on 17 July 2015. The Directors are proposing a final dividend of 43k per share. This dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in the financial statement.



52

26 Other reserves

At 1 January (303,128) 22,637 22,637

Fair value loss on quoted equity (24,430) (122,153) (122,153)

Fair value loss on unquoted equity (334,621) (203,612) (203,612)

At 31 December (662,179) (303,128) (303,128)

Other reserves represent the cumulative gains and losses arising on revaluation of available for

sale asset that have been recognized in other comprehensive income.



27 Basic earnings per ordinary share

Profit attributable to shareholders (N'000) 1,447,938 1,218,367 1,031,964

Number of ordinary share in issue ('000) 2,000,000 2,000,000 2,000,000

Earnings per share (kobo) 72 61 52

Basic earnings per Share is calculated by dividing the profit or loss attributable to ordinary shares of the company by the weighted average number of ordinary shares outstanding during year.

There have been no transactions between the reporting date and the date of completion of these

financial statements which will require restatement of the earnings per share calculation.

Company Company Dec-15 Dec-14

i) The total number of Directors were: 5 5

Staff numbers and costs

ii) The number of persons employed (excluding directors) in the company during the year was as follows: 6 7

iii) The table below shows the numbers of employees of the company that earned over N60,000 in the year and which fell within the bands stated below

N60,0001 - N70,000 - -

N200,001 - N400,000 - -

N400,001 - N600,000 - -

N600,001 - N800,000 12 22

N800,001 - N1,200,000 31 25

N1,200,001 - N2,000,000 7 7

N2,000,001 - N3,000,000 10 9

N3,000,001 - N5,000,000 6 5

N5,000,001 - N7,000,000 3 3

N7,000,001 - N8,000,000 1 1

N8,000,001 - N10,000,000 - -

N10,000,001 and above 2 2

29 Related Party transactions

Due to Heirs Holdings Limited

2015 2014

N'000 N'000

- 49,737


28 Key Compensation

Key management compensation of the company includes all directors, executive and non-

executive, and senior management. The summary of compensation of key management

personnel for the year is as follows:

53


30 Contingent liabilities, litigation and claimsVerdict was issued against the Company on the 28 January, 2015 by the Investment and Securities Tribunal which resulted in a possible claim of about N2.5 million (as at 31 December, 2015) against the Company. The judgment has been appealed by the company and the case is still in progress. The Directors are of the opinion that the judgment of the tribunal would be reversed by the courts.

31 Financial Risk Management

31.1 Financial risk management objectives The Company's Corporate Treasury function provides services to the business, co-ordinates access to domestic markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

31.2 Foreign currency risk managementThe Company does not undertake transactions denominated in foreign currencies in the ordinary course of its business. Consequently, exposures to exchange rate fluctuations may not arise.

31.3 Interest rate riskCash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate because of changes in market interest rates. The Company takes on exposure to the effects of fluctuations in the prevailing levels of market interest rates on both its fair value and cash flow risks.

31.4 Interest rate sensitivity analysisThe Company is exposed to interest rate risk because it invest funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate investments. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied.

The sensitivity analyses below have been determined based on the exposure to interest rates for interest yielding financial instruments which were measured at fair value at the end of the reporting year. The fair values of financial assets classified as held-to-maturity would be impacted as shown below if yields were 1% higher or lower as at 31 December 2015.

Value as at 2015 1% higher 1% lower

Investment N'000 N'000 N'000Treasury bills 2,679,597 2,706,393 2,652,801State Government bonds 1,550,993 1,566,503 1,535,483Corporate bonds 1,095,057 1,106,008 1,084,106

Determination of fair value and fair value hierarchyIFRS 7 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable input reflects market data obtained from independent sources; unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair value hierarchy. UBA Securities uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data (unobservable inputs).

The following table shows an analysis of the company's financial instruments recorded at fair value by level of the fair value hierarchy. This hierarchy requires the use of observable market data when available. The Company considers relevant and observable market prices in its valuations where possible.


54

2015 Level 1 Level 2 Level 3 Total

N000 N000 N000

Financial assets

Financial assets recognised as available for sale 89,756 - 3,209,767 3,299,523

Total unrecognised change in unrealised fair value 89,756 - 3,209,767 3,299,523

2014 Level 1 Level 2 Level 3 Total

N000 N000 N000 N000

Financial assets

Financial assets recognised as available for sale 114,186 - 3,544,388 3,658,574

Total unrecognised change in unrealised fair value 114,186 - 3,544,388 3,658,574

N000

The fair value of held-to-maturity instruments is based on the quoted prices obtained from the relevant exchange.

For financial instruments for which the fair value approximates carrying value i.e. those instruments that are liquid or have a short-term maturity (less than three months), it is assumed that the carrying values approximate their fair value.

The fair value of held-to-maturity instruments is based on the quoted prices obtained from the relevant exchange.

For financial instruments for which the fair value approximates carrying value i.e. those instruments that are liquid or have a short-term maturity (less than three months), it is assumed that the carrying values approximate their fair value.

Fair valuation methods and assumptions

Equity securitiesThe fair value of quoted equity securities are determined by reference to quoted prices (unadjusted) in active markets for identical instruments. The fair value of unquoted equity securities are determined based on prices obtained from an observable market.

Credit risk managementCredit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the company. The company has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults.

(i) Management of risk The Company's policy over credit risk is to minimize its exposure to counterparties with perceived higher risk of default by dealing only with counterparties meeting specific high standards. Credit risk is monitored on a monthly basis by the Finance and Management Service (FMS) unit in accordance with the policies and procedures in place. Principal policies set in place include:

· Establishing an appropriate credit risk management environment · Maintaining an appropriate credit administration, measurement and monitoring processes,

including strict adherence to the investment rules and regulations set by the Securities and Exchange Commission (SEC); and

· Establishing an appropriate approval limits for investment of certain types and tenors.· Ensuring adequate control over risk.


55

31

De

ce

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56

The Company has dedicated credit standards, policies and procedures to control and monitor intrinsic and concentration risks through all credit levels of selections, administration and control. Some of these policies include ensuring that all investment entered are of low medium duration; thus minimizing the risk of default.

Liquidity RiskLiquidity risk is the risk that the entity will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The entity approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the entity's reputation.

Liquidity risk managementUltimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the company's short-, medium- and long-term funding and liquidity management requirements. The company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities

Operational RiskOperational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company's processes, personal, technology and infrastructure, and from external factors other than credit, market and liquidity risk s such as those arising from legal and regulatory requirements and generally accepted standards of cooperate behaviours'. Operational risk arises from the entire Company operations. Management of the Company's operational risk is centredon its processes, people, system and external events. The Company's objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the Company'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 control to address operational risk is assigned to senior management within each business unit. The Company's internal control & compliance unit are responsible for ensuring compliance with established procedural and operational standards.

Capital risk managementThe company manages its capital to ensure that it will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of its capital structure.

The capital structure of the company consists of cash and cash equivalents and equity attributable to its equity holders, comprising issued capital, reserves and retained earnings as disclosed in note 15.

The company is not subject to any externally imposed capital requirements.

The company's Board and management review the capital structure. As part of this review, they consider the cost of capital and the risks associated with each class of capital.

Equity includes all capital and reserves of the company that are managed as capital.

2015

2014

N'000

N'000

Tier 1 Capital

- Share Capital 1,000,000

1,000,000

- Retained Earnings 3,612,704

3,204,767

- Share Premium 624,446

624,446

Total qualifying for Tier 1 Capital 5,237,150

4,829,213


57

2015

2014

N'000

N'000

Tier 2 Capital

Fair Value Reserve (662,179)

(303,128)

Other borrowings - -

Total qualifying for Tier 2 Capital (662,179) (303,128)

Total Regulatory Capital 4,688,522 4,526,085

Capital allocationThe allocation of capital between specific operations and activities is, to a large extent, driven by optimization of the return achieved on the capital allocated. The amount of capital allocated to each operation or activity is based primarily upon the regulatory capital, but in some cases the regulatory requirements do not reflect fully the varying degree of risk associated with different activities. In such cases the capital requirements may be flexed to reflect differing risk profiles, subject to the overall level of capital to support a particular operation or activity not falling below the minimum required for regulatory purposes. The process of allocating capital to specific operations and activities is undertaken independently of those responsible for the operation by the Board of Directors or a sub-committee as appropriate.



58


2015 2014 2014

N'000 % N'000 % N'000 %

Total earnings 2,575,616 2,256,691 1,862,995

Bought in material and services (534,022) (629,325) (476.119)

Value added 2,047,594 100 1,301,598 100 1,247,511 100

Applied as follows:

To pay employees:

- Personnel cost 324,231 16 243,084 15 241,409 17

To pay Government:

- Taxation 181,424 9 82,015 5 27,754 2

Retained in the business for future growth:

- Deferred taxation 51,168 4 57,180 3 56,990 4

- Depreciation 36,834 2 26,720 2 28,759 2

- Profit for the year 1,447,937 75 1,218,367 75 1,031,964 75

2,047,594 100 1,301,598 100 1,247,511 100

Value added represents the additional wealth which the group has been able to create by its own and employee's efforts. T his statement shows the allocation of that wealth among employees' shareholders, government and that retained for future creation of more wealth.

Statement of Value Added

59

Company Group Company 2015 2014 2014 2013 2012 2011

ASSETS N'000 N'000 N'000 N'000 N'000 N'000 Cash and cash equivalents 8,182,146 6,009,749 2,545,684 6,688,373 4,138,829 8,051,733 Deposits for investments - - - 3,748,000 - - Financial assets (Available 3,299,523 3,658,574 3,658,574 236,339 - - Financial assets (held to 5,325,647 8,322,429 8,322,429 2,155,804 4,059,247 - Trade and other receivables 173,512 157,367 153,004 350,296 38,573 23,589 Inventory 16,131 22,223 22,223 13,206 15,256 19,853 Other assets 77,946 46,712 37,579 38,132 2,528 1,720 Property, plant and 157,001 151,714 151,056 152,074 171,479 69,716 Intangible asset 11,534 13,806 13,806 9,722 325 465 Investment in subsidiary - - 750,000 750,000 - - Goodwill 397,493 468,000 - - - - Deferred tax assets 51,168 56,853 56,990 - -

Total assets 17,692,101 18,907,427 15,711,346 14,141,945 8,426,237 8,167,077

EQUITY AND LIABILITIES

Liabilities Customers' deposits 12,541,134 13,747,537 10,924,343 9,132,900 5,480,483 5,759,588 Creditors and accruals 534,470 370,572 311,525 415,257 390,852 397,068 Taxation 41,529 263,236 194,104 318,613 185,670 202,840 Total liabilities 13,117,133 14,381,345 11,429,972 9,866,770 6,057,005 6,359,496 Shareholders equity Share capital 1,000,000 1,000,000 1,000,000 1,000,000 500,000 500,000 Share Premium 624,446 624,446 624,446 624,446 - - Retained earnings 3,612,701 3,204,764 2,960,056 2,628,092 1,869,233 1,307,581 Other reserves (662,179) (303,128) (303,128) 22,637

Total equity 4,574,968 4,526,082 4,281,374 4,275,175 2,369,233 1,807,581

Total equity and liabilities 17,692,101 18,907,427 15,711,346 14,141,945 8,426,237 8,167,077

Revenue 2,575,616 2,256,691 1,862,995 1,854,276 1,034,068 606,159 Operating expenses (946,255) (956,309) (956,309) (875,747) (366,526) 292,155 Profit before tax 1,629,361 1,300,382 1,059,718 1,212,186 667,542 314,004 Profit after tax 1,447,938 1,218,367 1,031,964 914,456 286,087 188,113

Earnings per share 72 61 52 46 56 19

Financial Summary


60

Directors: Chief (Mrs.) Eniola Fadayomi MFR

Mr. Samuel Nwanze

Mr. Peter Elumelu

Mrs. Ammuna Lawan Ali

Mr. Peter Ashade

Chief Executive Officer: Peter Ashade

Company Secretary: Mr. Musa Bello

Registered Office: 220b, Ikorodu Road,

Palmgrove,

Lagos

Auditors: Akintola Williams Deloitte

Chartered Accountants

235 Ikorodu Road,

Ilupeju,

Lagos

Bankers: United Bank for Africa Plc

RC Number: 649007

Corporate Information


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72

Before posting the above form, please tear off this part and retain for admission at the meeting.

ADMISSION CARD

AFRICA PRUDENTIAL REGISTRARS PLC (RC 649007)

ANNUAL GENERAL MEETING

Please tick appropriate box before Admission to the meeting

Proxy

Shareholder

Musa I. Bello

Company Secretary/Legal Adviser

Shareholder’s signature:

This card is to be signed at the venue in the presence of the Registrar.

Name and address of Shareholder:

Account number:

Number of shares held:

Proxy Form

(block letters please)

RESOLUTIONS

ORDINARY BUSINESS

For Against Abstain

SPECIAL BUSINESS

73

Affix PostageStamp

The Company Secretary220B, Ikorodu Road,Palmgrove,Lagos

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