annual report 2016 2 manufacturing companies with decades of experience in producing decorave,...

ANNUAL REPORT & FINANCIAL STATEMENTS

2016

2016 Annual Report and Financial Statements 03

Contents PageOur Mission, Vision & Shared Values

Company Profile

General informa�on

Results at glance

No�ce of Annual General Mee�ng

Chairman's Statement

Directors' Report

Corporate Social Responsibili�es

Directors’ Profile

Statement of Directors' Responsibili�es

Report of Audit Commi�ee

Independent Auditor's Report

Statement of Comprehensive Income

Statement of Financial Posi�on

Statement of Changes in Equity

Statement of Cash Flows

Notes to the Financial Statements

Other informa�on:

Statement of Value Added

Five Years Financial Summary

4

5

6

7

8

10

12

19

20

24

25

27

30

31

32

33

34

68

69

Our Vision

To add value, colour and comfort to our

environment

Our Shared Values

Customer FocusRespect for the IndividualIntegrityTeam SpiritInnovationOpenness & Communication

Our Mission

To be a dominant player in our chosen

line of business


COMPANY PROFILE

Portland Paints & Products Nigeria Plc. is a leading paints manufacturer in Nigeria. It became a subsidiary of UAC of Nigeria Plc in June 2013 a�er UAC acquired 51% equity stake in the Company. The company is amongst the most diversified paints manufacturing companies with decades of experience in producing Decora�ve, Automo�ve, Industrial and Marine/Protec�ve Coa�ngs for the Building / Construc�on, Automo�ve and Oil and Gas industries in Nigeria. The flagship brand is SANDTEX; which has been dis�nguished for quality for over 30 years and has been formulated to provide protec�on and aesthe�cs for various residen�al, commercial, corporate and industrial buildings.

Cer�fica�onPortland Paints and Products Nigeria Plc is cer�fied with the NIS ISO 9001:2008 Quality Management System and conducts its business opera�ons by promo�ng the safety of all employees, customers and other stakeholders.

Our Brands:

The Sandtex brand offers the widest range of decora�ve paints in Emulsion, Sa�n, Gloss and textured finishes. The brand name is established amongst professional and individual users and it is renowned for its strength, superior coverage and las�ng beauty on surfaces. Sandtex is the first indigenous paint brand to deploy the retail �n�ng technology in 20 litres packaging through Point of sale (POS) offering variety of colours to customers.

This is one of our premium decora�ve paint products from Crown Paints, the No.1 exterior paint manufacturer in the UK. It offers over 15,000 colours and it's available in Silk, Sa�n, Suede, Metallic Ma� and Emulsion which can be �nted immediately at Sandtex Experience Centres. Also from the stable of Crown paints, is Sandtex Trade Xtreme Xposure, a superior durable, smooth masonry paints which provide protec�ons against harsh weather condi�ons for the longer term.

Automo�ve and Industrial Coa�ngsOur wide range of industrial coa�ngs is suitable for protec�ng steel structures, industrial plant and machinery, etc. The industrial coa�ngs include the Red Oxide Primer, Bright Aluminum paints, Floor paints, Primers, Road marking paints (reflec�ve and non-reflec�ve), Cellulose paints, Autoflex, etc.

Portland Paints is an accredited representa�ve of Hempel, a renowned Marine and Protec�ve coa�ngs company from Denmark which provides coa�ng solu�ons for the Shipping, Oil and Gas, Pipelines and related Industries for the protec�on of infrastructure exposed to corrosive and aggressive environments.


BOARD OF DIRECTORS Mr. Larry E�ah - Chairman

Mr. Mukhtar Yakasai - MD/CEO

Mr. Bayo Osibo - Director

Mr. Abdul Bello - Director

Eng. Dipo Ashafa - Director

Mrs. Adeline Ogunfidodo - Director (appointed on 24/03/2016)

REGISTERED OFFICE Sandtex House

105A, Adeniyi Jones Avenue,

Ikeja. Lagos State.

FACTORY Km 36, Abeokuta – Lagos Expressway

Ewekoro, Ogun State.

REGISTERED NUMBER RC76075

FRCN NUMBER FRC/2012/0000000000221

COMPANY SECRETARY Adeleke Yusuff Esq,

UAC House

1-5 Odunlami street

Lagos, Nigeria

AUDITORS PricewaterhouseCoopers

Landmark Towers, Plot 5B Water Corpora�on Road,

Victoria Island, Lagos.

REGISTRAR Africa Pruden�al Registrars Plc

(formerly UBA Registrars Ltd)

No. 220B, Ikorodu Road

Palmgrove, Lagos.

BANKERS Zenith Bank Plc

United Bank for Africa Plc

Skye Bank Plc

Ecobank Nigeria Plc

First City Monument Bank Plc

First Bank Nigeria Plc

Wema Bank Nigeria Plc

GENERAL INFORMATIONFOR THE YEAR ENDED 31 DECEMBER, 2016


RESULTS AT A GLANCEFOR THE YEAR ENDED 31 DECEMBER 2016

Dec-16 Dec-15 Changes Inc/(Dec)N'000 N'000

%

Revenue 1,971,170 2,168,480 (9)

Profit/(loss) before taxa�on 7,502 (258,369) 103

Taxa�on 1,094 25,384 (96)

Profit/(loss) net of tax a�ributable to equity holders of the Company 8,597 (232,985) 104

Total equity and liabili�es 1,754,321 1,899,281 (8)

Shareholders' fund 700,214 691,617 1

Earnings/(loss) per share 2 (58) 104

Net assets per share (Naira) 0.18 1.73 (90)

Market price per share as at December 1.72 3.76 (54)

Market capitaliza�on as at December 688,000 1,504,000 (54)


NOTICE IS HEREBY GIVEN THAT the next Annual General Mee�ng of the Members of Portland Paints and Products Nigeria Plc will be held at Silas Daniyan Hall, Golden Tulip Festac, Amuwo-Odofin, Lagos State on Wednesday, 31st May, 2017 at 10.00 o'clock in the forenoon in order to transact the following businesses:

Ordinary Business1) To lay before the Members the Report of the Directors, the audited Statement of Financial Posi�on of the

Company, together with the Statement of Comprehensive Income for the year ended 31st December 2016 and the Reports of the Auditors and the Audit Commi�ee thereon.

2) To Re-elect Directors

3) To Authorize the Directors to fix the remunera�on of the Auditors

4) To Elect Members of the Audit Commi�ee

Special Business5) To fix the remunera�on of the Directors

ProxyA member of the Company en�tled to a�end and vote at this mee�ng is en�tled to appoint a proxy to a�end and vote instead of him and such a proxy need not be a member of the Company. A proxy form is enclosed and if it is to be valid for the purpose of the mee�ng, it must be completed and deposited at the Registered Office of the Company not less than 48 hours before the �me for holding the mee�ng.

Dated this 21st day of March, 2017 By Order of the Board

Adeleke Yusuff, Esq., Company SecretaryFRC/2O14/NBA/OOOOOOO7279

Registered OfficeSandtex House,1O5A Adeniyi Jones Avenue,Ikeja,Lagos State,Nigeria.

NOTICE OF ANNUAL GENERAL MEETING

ADELEKE YUSUFF, ESQ.,COMPANY SECRETARY


Closure of Register and Transfer BooksThe Register of Members and Transfer Books will be closed on 29th of May, 2017 for the purpose of upda�ng the Register.

Audit Commi�eeThe Audit Commi�ee is consisted of four (4) members made up of two (2) shareholders representa�ves and two (2) Directors representa�ves. Any member may nominate a shareholder as a member of the Commi�ee by giving no�ce in wri�ng of such nomina�on to the Company Secretary at least twenty-one (21) days before the Annual general mee�ng. Nominators should please submit a brief profile of their nominees to the Company Secretary along with the nomina�on forms.

Rights of Securi�es Holders to Ask Ques�onsSecuri�es holders have a right to ask ques�ons not only at the mee�ng but also in wri�ng prior to the mee�ng and such ques�ons must be submi�ed to the Company on or before 26th of May, 2017.

Unclaimed Share Cer�ficates and Dividend WarrantsShareholders are hereby informed that a sizeable quan�ty of share cer�ficates and dividend warrants have been returned to the Registrars as unclaimed. Some dividend warrants have neither been presented to the Bank for payment nor to the Registrar for revalida�on. Affected members are by the no�ce please advised to contact the Company Secretary or the Registrars (Africa Pruden�al Registrars Plc) or call at the Registrar's Office at 22OB, Ikorodu Road, Palmgrove, Lagos during normal business hours or call them on 01-4606460.

Annual Report & Unclaimed Dividend ListShareholders who wish to receive electronic copies of the Annual Report & Accounts and Unclaimed Dividends list should please send their names and e-mail addresses to info@africapruden�alregistrars.com and [email protected].

E-Dividend/BonusPursuant to the direc�ve of the Securi�es and Exchange Commission no�ce is hereby given to all shareholders to open bank accounts, stock-broking accounts and CSCS accounts for the purpose of e-dividend/bonus. A form is a�ached to this Annual report for comple�on by shareholders to furnish the par�culars of these accounts to the Registrar (Africa Pruden�al Registrars Plc) as soon as possible.

Dated this 21st day of March, 2017

By Order of the Board

Adeleke Yusuff, Esq.,Company Secretary

NOTES


CHAIRMAN'S STATEMENT

Dis�nguished Shareholders, Ladies and Gentlemen,

It gives me great pleasure to welcome you to the 2017 Annual General Mee�ng of our Company, Portland Paints and Products Nigeria Plc and to present to you the Annual Report of the Company for the financial year ended 31st December 2016.

Prior to repor�ng on the Company's performance, I would like to highlight some of the key issues in the business environment that impacted our opera�ons during the year.

ECONOMIC AND BUSINESS ENVIRONMENTThe challenges of 2015 con�nued into, 2016 with the country experiencing its first recession in two (2) decades.

In 2016 oil produc�on volumes came under pressure due to unrest in the Niger Delta Region, with nega�ve impact on Government earnings. These were the main factors that led to the Nigerian economy sliding into a recession with the Gross Domes�c Product (GDP) recording nega�ve growth for the first 3 quarters of the year. Infla�on also experienced a significant rise during the year from 9.6% to 18.6% between December 2015 and December 2016, leading to a shrinkage in consumer disposable income and a rise in the cost of doing business. The trend in infla�on is a�ributed to weakening of the naira, a rise in the pump price of premium motor spirit (petrol), as well as a hike in electricity tariffs, amongst other factors.

The socio-poli�cal environment also remained fragile due to security issues occasioned by events such as the recurring clashes between the Herdsmen and farming communi�es across the country, the sporadic a�acks on crude oil produc�on facili�es in the Niger Delta, rising kidnaping cases and other cases of insecurity across the country. However, the Government should be commended for the improvement in the security situa�on in the North-East,

Mr. Larry E�ah, Chairman

The company’s Profit a�er Tax was N8.597 million, a major reversal from

the N232.98 million loss recorded in the previous year.


DIVIDENDIn view of this level of performance, the Board is not recommending the payment of dividend.

OUTLOOK FOR 2017The outlook for the year 2017 will largely be hinged on the quality of policy and reform ini�a�ves. We remain op�mis�c that the las�ng peace in the Niger Delta Region and stability in the country's oil produc�on will ensure improvement in Government revenues. We are also encouraged with the level of reforms in infrastructure development and the na�onal housing program of the Federal and State Governments as well as the rehabilita�on in the North East of the country.

In 2017, your Company will focus on further consolida�ng on the ini�a�ves we started in 2016, expand our distribu�on network and improve our brand visibility to ensure we deliver on our corporate objec�ves.

APPRECIATIONDis�nguished shareholders, I wish to express the apprecia�on of the Board of Directors to the staff and management of our Company for the 2016 performance of our Company under extremely difficult circumstances. My apprecia�on also goes to our valued customers for their con�nued patronage and unwavering loyalty to our brands and Company. I also thank my colleagues on the Board for their support and co-opera�on. Finally I wish to thank you, our loyal shareholders, for keeping faith with our Company over the years.

Thank you for your a�en�on.

Mr. Larry Ephraim E�ahChairmanFRC/2O13/IODN/OOOOOOO2692

which resulted from the gallantry demonstrated by the Nigerian military in decima�ng Boko-Haram insurgents. The sustained fight against corrup�on by the Government is also laudable.

The capital market did not provide much of a respite with decline in the last three years as the Nigerian All Share Index slid by 6.2% in 2016 as compared with 2015. The trend in the index was reflec�ve of the weak macro-economic environment, and its mul�plier effect on general liquidity within the system and investor appe�te.

Rising costs and in many cases scarcity of key raw and packaging materials con�nued to affect our opera�ons with nega�ve effect on our margins. We also experienced declining purchasing power and compe��ve pressures leading to only minimal retail price increases, despite accelera�ng costs. The consumer was significantly stretched as infla�onary pressures weighed heavily on purchasing power a trend leading to a drag on volume of sales.

In response to the challenges posed by the business environment, your Board and Management proac�vely worked towards cost reduc�on and op�miza�on in all areas of our opera�ons to ensure the survival of the business and its sustained value crea�on for stakeholders.

CAPITAL RAISE EXERCISEI wish to report that the Rights Issue of 2 for 3 approved at the 2015 Annual General Mee�ng to raise addi�onal capital for the Company hit the market on 23rd January 2017 and closed on 1st of March 2017. It was 65.5% subscribed and was affected by the general capital market sen�ments and so�ness.

FINANCIAL PERFORMANCEAlthough your Company has been undergoing restructuring of its opera�ons in the repor�ng year which has been exacerbated by the daun�ng challenges in the opera�ng environment, the Company was able to report a modest result in 2016. Your Company recorded a Revenue of N1.971 billion in 2016, which is a 9% drop from the N2.168 billion of the previous year. The company Profit a�er Tax was N8,597 million, a major reversal from the N232.98m loss recorded in the previous year.


The directors have the pleasure in presen�ng their report and the audited financial statements for the year ended 31 December 2016.

Legal StatusPortland Paints & Products Nigeria limited was incorporated as a private limited liability Company on 3rd September, 1985.

The Company by a special resolu�on of 24th April, 2008 changed its name to Portland Paints & Products Nigeria Plc, consequent upon it becoming a Public Limited Liability Company.

Principal ac�vi�esThe Company is principally engaged in the business of manufacturing and sale of paints, marke�ng of Hempel marine and protec�ve coa�ngs for the oil and gas sector and marke�ng of sanitary wares.

During the year, the Company con�nued to implement its strategies for enhancing the quality of its service delivery through con�nuous improvement of its opera�ons, increased investment in technology infrastructure and enforcement of procedures and manpower development.

There was no change in the principal ac�vi�es of the Company during the year.

Statement of directors' responsibili�es

Opera�ng resultsThe following is a summary of the Company's results:

DIRECTORS’ REPORTFOR THE YEAR ENDED 31 DECEMBER, 2016

DividendThe directors do not recommend the payment of dividend for the financial year ended 31 December, 2016 (2015: Nil)

Dec-16 Dec-15N'000 N'000

Revenue 1,971,170 2,168,480

Profit before taxa�on 7,502 (258,369)Taxa�on 1,094 25,384

Total Comprehensive profit/(loss) net of tax 8,597 (232,985)

Basic Loss per share 2 (58)


In accordance with Sec�on 256 of the Companies and Allied Ma�ers Act, CAP C2O, Laws of the Federa�on of Nigeria 2004 and in line with Ar�cle 95 of the Company's Ar�cles of Associa�on, Engr. Dipo Ashafa and Mr. Bayo Osibo are re�ring by rota�on at the forthcoming Annual General Mee�ng and being eligible, offer themselves for re-elec�on.

Records of Directors' A�endanceIn accordance with the provisions of Sec�on 258(2) of the Companies and Allied Ma�ers Act, 1990, the Record of Directors' A�endance at Board Mee�ngs held in 2016 will be available at the Annual General Mee�ng for inspec�on.

Directors' ShareholdingsThe direct and indirect interests of directors in the issued share capital of the Company as recorded in the Register of Directors' Shareholdings and as no�fied by the directors for the purposes of Sec�ons 275 and 276 of the Companies and Allied Ma�ers Act, 1990 and the Lis�ng Requirements of the Nigerian Stock Exchange are as follows:

Directors

1 Mr. Larry E�ah - Chairman 2 Mr. Mukhtar Yakasai - MD/CEO3 Mr. Bayo Osibo - Director 4 Mr. Abdul Bello - Director5 Eng. Dipo Ashafa - Director6 Mrs. Adeline Ogunfidodo- Director (appointed on 24/03/2016)

The Directors’ who served during the year are:



The Board of DirectorsThe ma�ers reserved for the Board of Directors are as contained in the Memorandum and Ar�cles of Associa�on of the Company, the Companies & Allied Ma�ers Act, LFN 2004 and the Code of Corporate Governance in Nigeria, 2011. The posi�ons of the Board Chairman and Managing Director are held by different persons.

Directors' Induc�on and TrainingEvery newly appointed Director receives a comprehensive le�er of appointment detailing the term of reference of the Board and its Commi�ees, the Board structure, board plan for current year, his en�tlements and demand on his �me as a result of the appointment. The le�er of appointment is accompanied with the Memorandum and Ar�cle of Associa�on of the Company, previous year's Annual Report & Financial Statements and the Code of Corporate Governance for Public Companies in Nigeria.

This helps the Director to gain an understanding of the Company, its history, culture, core values, governance framework, business principles, people, opera�ons, brands, projects, policies, processes, procedures and plans.

A new Director undergoes an induc�on/orienta�on program whereby he is introduced to the members of the Board of Directors and leadership team of the Company.

Opera�onal visits are also arranged for the new Directors to meet the leadership team and get acquainted with business opera�ons.

Board Evalua�onA Board evalua�on was undertaken in 2015 to renew the performance of the Board, Board Commi�ees and individual Directors were adjudged sa�sfactory and necessary feedbacks were given to individual Directors arising from the exercise.



Number of Shares Number of SharesDec-16 Dec-15

Engr Dipo Ashafa 238,877 238,877

Analysis of Shareholdings

RangeNumber of

shareholders Units Units %

1 - 1,000 506

183,757

0%1,001 - ,5000 175

510,653

0%5,001 - 50,000 347

9,949,472

2%50,001 - 100,000 44

3,475,109

1%100,001 - 500,000 46

10,955,850

3%500,001 - 1,000,000 17

12,368,529

3%1,000,001 - 250,000,000 22 73,735,505 18%250,000,001 - 1,000,000,000 1 288,821,125 72%

1,158 400,000,000 100%

According to the register of members as at 14 March, 2017 the spread of Shareholdings in the Company was as follows:

Share Capital Historya) T he ini�al authorized, issued and paid up share capital as at 3 September 1985 was 4,000,000 shares o f 50

kobo each, that is, N2,000,000.b) O n 26 August 2004 the authorized, issued and paid up share capital were increased from 4,000,000 to 40,000,000 shares of 50 kobo each that is, increased to N20,000,000.c) On 24 April 2008 the authorized share capital was increased from 40,000,000 to 400,000,000 shares of 50

kobo each that is, increased to N200,000,000.d) On 30 June 2008 the Company distributed Bonus shares of 360,000,000 shares of 50 kobo each, that is, N180,

000,000.e) On 9 July 2010 the Company's 400,000,000 shares of 50 kobo each were listed on the floor of the Nigerian

Stock Exchange.f) On October 20 2015 the authorised share capital increased to 1,000,000,000 ordinary shares of 50k each.

Dec-16 Dec-15N'000 N'000

g)200,000

200,000

h)

Number of Shares %UAC of Nigeria Plc 288,821,125

72%

Issued and Fully Paid 400 million Ordinary shares of 50 kobo each:

The shareholders who have more than 5% holding are as follows:

ContractsNone of the Directors has no�fied the Company for the purpose of Sec�on 277 of the Companies and Allied Ma�ers Act, CAP C2O Laws of Federa�on of Nigeria, 2004, of any interest in contracts made with the Company during the year under review.

Taxa�onAdequate provision has been made for all forms of taxes relevant to the ac�vi�es carried out by the Company during the year.

Property, Plant and EquipmentInforma�on rela�ng to changes in property, plant and equipment is given in Note 10 to the financial statements. In the opinion of the Directors, the market value of the Company's proper�es is not less than the value shown in the financial statements.

Corporate Governancei) The Company is commi�ed to best prac�ce and procedures in corporate governance. Its business is

conducted in a fair, honest and transparent manner which conforms to high ethical standards.ii) The Board consists of six (6) Directors, made up of five (5) non-Execu�ve Directors and one Execu�ve Director.

The Company has a non-Execu�ve Chairman and a Managing Director who is the Chief Execu�ve Officer. Mrs. Adeline Ogunfidodo was appointed within the year as a Non-Execu�ve Director, iii) Board mee�ngs are held quarterly. However, special or emergency board mee�ngs are convened whenever

the need arises.iv) The Board takes decisions on policy ma�ers and directs the affairs of the Company, allocates resources, sets

overall corporate targets and monitor strategies and plans.


Board Mee�ngsA�endance at board mee�ngs during the year were as follows:

Mr Larry E�ahChairman

Mr Mukhtar YakasaiManaging Director/CEO

Mr Bayo OsiboNon-Execu�ve Director

Mr Abdul BelloNon-Execu�ve Director

Engr Dipo AshafaNon-Execu�ve Director

Mrs Adeline OgunfidodoNon-Execu�ve Director

P

P

P

P

P

NYA

P

P

P

P

P

P

P

P

P

P

P

P

P

P

P

P

AWP

P

P

P

P

P

P

P

P

P

P

P

P

P

P PresentAWP Absent with ApologyNYA Not yet appointed

24/3/2016 19/4/2016 7/6/2016 18/7/2016 19/10/2016 5/12/2016Names


Mr Shamsideen O. BalogunChairman

Mr Bayo OshiboMember

Comrade Sulayman AdenreleMember

Mrs Adeline OgunfidodoMember

P

P

P

NYA

P

P

P

NYA

P

P

P

P

P

P

P

P

A�endance at audit commi�ee mee�ngs during the year were as follows:In conformity with the Code of Best Prac�ce in Corporate Governance, the following Commi�ees were established:

Names 23/03/2016 18/04/2016 15/07/2016 18/10/2016

(b) Risk and Governance Commi�eeThe Risk and Governance Commi�ee consists of one Execu�ve Director and four non-Execu�ve Directors is responsible for developing the Company’s Corporate Governance policies and prac�ces and to consider the nature, extent and category of risks facing the Company.

Mr Bayo Osibo

Mr Abdul Bello

Mr Mukhtar Yakasai

Engr Dipo Ashafa

Mrs Adeline Ogunfidodo

P

P

P

P

NYA

P

P

P

P

NYA

P

P

P

AWP

P

P

P

P

P

P

Names 24/03/2016 19/04/2016 15/07/2016 19/10/2016

The commi�ees work independent of each other and meet regularly to review policies and strategies to ensure compliance, while crea�ng value for all stakeholders of the Company


Statutory Audit Commi�ee


(a) Audit Commi�ee

Trading in Security PolicyIn compliance with Clause 14 of the Nigerian Stock Exchange amended Rules, we have a Security Trading Policy in place to guide our Board, Employees, External Advisers and Related Par�es on trading in securi�es of the Company within the closed period. Under the policy, the closed period is when no Director, Employee, External Adviser and related par�es with insider informa�on can trade in the company's securi�es. The closed period is 15 days prior to the date of mee�ng or from the date of circula�on of agenda papers pertaining to a Board mee�ng on any of the following ma�ers up to 24 hours a�er the price sensi�ve informa�on is submi�ed to the exchange:

a) Declara�on of financial results (quarterly, half-yearly and annual);

b) Declara�on of dividends (interim and final);c) Issue of securi�es by way of public offer or rights or

bonus etc;d) Any major expansion plans or winning of bid or

execu�on of new projects/disposal of the whole or a substan�al part of the undertaking;

e) Any changes in policies, plans or opera�ons of the Company that are likely to materially affect the prices of the securi�es of the company;

f ) Disrup�on of opera�ons due to natural calamity, Li�ga�on/dispute with a material impact;

h) Any informa�on which if disclosed in the opinion of the person discharging the same is likely to materially affect the price of the securi�es of the Company.

We hereby confirm that no Director traded in the securi�es of the Company within the closed period.

Shareholders Complaints Management Policy:We have put in place a Complaints Management policy to handle and resolve complaints from our shareholders and investors. The policy was defined and endorsed by the company's senior management, who is also responsible for its implementa�on and for monitoring compliance. The policy has been posted on the Company's website and shall be made available to shareholders of the company at the Annual General Mee�ng.


Human Resources Report

1. Employee Involvement and TrainingThe Company is commi�ed to keeping employees fully informed as much as possible regarding its performance and progress and seeks their views whenever prac�cable on ma�ers, which par�cularly affect them as employees.

Our people are our most important assets and we con�nue to make investment in developing their competencies. The company's expanding skill base has extended to a range of trainings provided and has broadened opportuni�es for career development within the organiza�on.

Incen�ve schemes and awards designed to meet the circumstances of each individual are periodically implemented wherever appropriate and some of these include produc�vity bonus.

2. Employee WelfareThe Company provides heavily subsidized canteen services to employees in its various opera�ons for health and mo�va�on reasons. We pursue a number of programs aimed at ensuring that our employees enjoy work-life balance. Employees are encouraged to take their annual vaca�on when it becomes due.

The Company believes this will provide them opportunity to be refreshed and renewed to perform be�er on their jobs. It is the Company's policy not to allow accumula�on of leave beyond one year and such must be at the instance of the Company under special circumstances. Work is well organized to enable our employees work within official business hours in order to discharge their social life and family obliga�ons.

3. Employees Rela�onsOur employees are fully involved in strategy formula�on and execu�on. This we do to achieve business plan ownership at all levels. Regular mee�ngs are held at different levels of the organiza�on for employees to interact and exchange ideas on cri�cal business issues with one another and different levels of management. Periodic village mee�ngs of employee and leadership team weekly mee�ngs. These mee�ngs



are regularly complemented by circulars and intranet on Company policies and issues of current relevance to the business and employees.

4. Employment of Disabled PersonsApplica�ons for employment by the physically challenged are always fully considered, the Company does not discriminate against any person on grounds of physical disability bearing in mind the respec�ve ap�tudes and abili�es of the applicants concerned. In the event of members of staff becoming disabled, every effort is made to ensure their con�nued employment with the Company and appropriate training is arranged. It is the policy of the Company that training, career development and promo�on of disabled persons should, as far as possible, be iden�cal with those of other employees.

5. Health, Safety at Work and Welfare of EmployeesWe a�ach utmost significance to the issues rela�ng to the Health, Safety and Environment (HSE) of our premises and people. HSE policies, processes and procedures are in place in the Company in line with laws and regula�ons in force in Nigeria. HSE is further entrenched in the minds of staff through monthly mee�ng where various aspect of staff wellbeing are discussed such as health talk on Cancer, Best Dietary Prac�ces, Blood Pressure Management, Fire Drills etc.

The Company won in 2016, a prized asset of a new Ambulance for coming top at the compe��on on health and safety organized by NSITF/NECA for all the Companies within the south-west zone.

6. Employee Involvement and TrainingIn line with the Company policy of con�nuous development of its manpower resources, the Company provides regular on-the-job training for all cadres of staff on the job in addi�on to other local and overseas courses. The Company maintains effec�ve formal and informal channels of communica�on in order to keep all staff abreast of development within the Company.

7. Corporate Social ResponsibilityAlso, the Company was also not le� behind in the area of Corporate Social responsibility. Large quan�ty of exercise books were donated to the children and youths of Ewekoro Community to empower them educa�onally.

8. Post Balance Sheet EventsThe company rights issue was closed for subscrip�on March 1, 2017, awai�ng issuing and allotment.

There are no other material post balance sheet events to date, which could have had a material effect on the financial statements of the Company as at 31 December, 2016 and the profit for the year ended on that date which have not been adequately provided for or recognized.

AuditorsMessrs. PriceWaterHouseCoopers, having indicated their willingness to con�nue in office pursuant to sec�on 357 (2) of the Companies and Allied Ma�er Act, CAP C20 Laws of the Federa�on of Nigeria, 2004.

BY ORDER OF THE BOARD

Adeleke Yusuf, Esq.,Company SecretaryFRC/2O14/NBA/OOOOOOO7279Lagos Nigeria

Date: 21st March, 2017



PROMOTING HEALTH AND SAFETY IN WORKPLACE

L-R: Director-General, Nigeria Employee Consulta�ve Associa�on (NECA) Mr Segun Oshinowo, Mr Mukhtar Yakasai, MD Portland Paints Nigeria Plc receiving the Ambulance from Mr Ismail Agaka, Ag MD/CE Nigerian Social Insurance Trust Fund(NSITF) a reward for promo�ng excep�onal Safety culture in the work place.

L-R: Mr Ismail Agaka, Ag. MD/CE Nigerian Social Insurance Trust Fund(NSITF) presen�ng an Award to Mr Mukhtar Yakasai, MD Portland Paints and Products Nigeria Plc for promo�ng excep�onal Safety culture in the work place.

PPPNPLC Team at the dona�on of Exercise books to Ewekoro Community in Ogun State.

CORPORATE SOCIAL RESPONSIBILITY

Mr Larry E�ah holds a bachelor's degree in Industrial Chemistry and an MBA, both from the University of Benin, which he a�ained in 1985 and 1988 respec�vely. He is a graduate of the renowned Execu�ve Programme of Ross School of Business, University of Michigan and has a�ended Execu�ve Educa�on Programmes at Graduate School of Business, Stanford University, Harvard Business School, USA, and IMB Lausanne, Switzerland. He is currently the President of Nigeria Employers Consulta�ve Associa�on (“NECA”).

He started his career in 1988 as a Management Trainee in UACN Plc where he served in various capaci�es; he was the Divisional Meal and Meal Components Director and the Divisional Snacks and Meals Director at UAC Foods Limited, the ac�ng Divisional Managing Director and the pioneer Divisional Managing Director of then Mr Bigg's Division, Execu�ve Director of UACN Plc amongst others, before being appointed to his current posi�on as Chief Execu�ve Officer and Group Managing Director of UACN Plc in January 2007.

Mr E�ah holds non-execu�ve roles in other prominent companies; he is the Chairman of Chemical and Allied Products Plc, one of the leading companies in the chemical and paints industry in Nigeria; the Chairman of the Board of Livestock Feeds Plc, the pioneer company in the manufacturing of animal feeds in Nigeria; and the Chairman of UACN Property Development Company Plc, a real estate company that provides solu�ons in the area of property development and management in Nigeria.

Mr E�ah was appointed to the Board of Portland Paints in June 2013 as a Non-Execu�ve Director and appointed Chairman in August 2013.

Mr. Larry Ettah Chairman

DIRECTORS’ PROFILES


Mukhtar YakasaiManaging Director / Chief Execu�ve Officer

Alhaji Mukhtar Yakasai obtained a bachelor's degree in Agricultural Economics and an MBA from Ahmadu Bello University, Zaria, in 1984 and 1998 respec�vely. He has a�ended various na�onal and interna�onal courses and is an alumnus of Ashridge Business School, United Kingdom. He holds an honorary fellowship of the Ins�tute of Administra�ve Management of Nigeria (“FIAMN”), and is also an associate member of the Nigerian Ins�tute of Management.

He joined Chemical and Allied Products Plc, now a subsidiary of UACN Plc in July 1985, where he served in various posi�ons, including Regional Sales Manager, Na�onal Sales Coordinator, Business Manager-Flame Guard and CAP Decorators, General Manager Business Development, and General Manager Paints. He was appointed the Managing Director of Spring Waters Nigeria Limited (SWAN) in February 2005 and Managing Director of Warm Spring Waters Nigeria Limited (GOSSY) in July 2009. Before his recent appointment as Managing Director of Portland Paints, he was the Special Projects Manager at UACN Plc with the responsibility for Strategy and other strategic ini�a�ves of the UACN Group.

Alhaji Yakasai was appointed to the Board of Portland Paints as a non-Execu�ve Director in June 2013 and became the Managing Director / Chief Execu�ve Officer on October 23, 2015.



Mr Bayo Osibo a�ained his Bachelor's degree in Biochemistry from the University of Ibadan in 1976, and an MBA from the University of Lagos in 1978. He is a Life Fellow of the Chartered Ins�tute of Corporate Management as well as a Fellow of the Ins�tute of Marke�ng.

He joined Portland Paints Nigeria Limited, then a subsidiary of West Africa Portland Cement Plc (“WAPCO”), in 1984 as the Na�onal Sales Manager. While working at the Company, he served in various posi�ons and was later appointed the Managing Director in March 2004. He served in this role for 9 years before his re�rement in 2013. He was the Chairman of Paints Manufacturers Associa�on of Nigeria from 1993 to 2003.

A�er his re�rement, Mr Osibo was appointed as a Non-Execu�ve Director of Portland Paints on June 28, 2013.

Mr. Bayo Osibo Non Execu�ve Director

Engineer Dipo Ashafa completed his bachelor's degree in Civil Engineering at the University of Lagos in 1975, and obtained a Masters of Engineering degree in 1981 at the California State Polytechnic University, Pomona, USA. He is a fellow of the Nigerian Society of Engineers.

He started his career at Sswed Associates in 1976. He has also served in various governmental roles; he served in the Federal Ministry of Works and Housing from 1988 to 1994 and became a Commissioner and Member of the Lagos State Government Execu�ve Council in 1994 where he was accountable for agricultural, rural development & environment. He was appointed Sole Administrator, Lagos State Development and Property Corpora�on in 1996.

Engineer Ashafa is the Chairman of Solid Homes Limited, a company involved in the construc�on and sales of houses.

He was appointed to the Board of Portland Paints as non-Execu�ve Director in 2004.

Engr. Dipo Ashafa Independent

Non Execu�ve Director



Mr. Bello is a fellow of the Ins�tute of Chartered Accountants of Nigeria. He has a�ended leadership programmes at Cranfield University, The Wharton S c h o o l o f t h e U n i v e r s i t y o f Pennsylvania and Harvard Business School. He is an alumnus of Oxford University's Advanced Management and Leadership Programme.

He has worked variously as Chief A c c o u n t a n t , I n l a k s P l c ; Chief Accountant and Financial Controller, Grand Cereals Limited; Senior Group Accountant, UACN; Finance Director & Company Secretary and later Managing Director of CAP Plc. He was the Managing Director of UPDC Plc from November 2007 un�l his eleva�on to the Board of UAC as Chief Financial Officer in January 2010. He was appointed to the Board of PPPN PLC on 28th June 2013 as a Non-Execu�ve Director.

Mr. Abdul BelloNon Execu�ve Director

Adeline Ogunfidodo obtained a BSC (Hons.) Agric. Economics Degree from the University of Calabar in 1987 and is a Fellow of both the Ins�tute of Chartered Accountants of Nigeria (ICAN) and the Chartered Ins�tute of Taxa�on of Nigeria (CITN).

She joined UACN Plc in February 1996 as Group Auditor and has held several management posi�ons since then which include; Financial Accountant UPDC PLC, Divisional Commercial Director MDS, Finance Director GM Nigeria Ltd, Group Treasurer UACN PLC. She was the Finance Director of CAP Plc from March, 2011 �ll October 2015 when she was transferred to UAC Foods Limited. Adeline became the Finance Director of UAC Foods Limited on 16th December, 2015. She is also the Finance Director of Spring Waters Nigeria Limited (a subsidiary of uac Foods Limited) and joined the Board of Portland Paints & Products Nigeria Plc as non-execu�ve director on 24th March, 2016. Prior to joining UACN Plc, Adeline trained with Coopers & Lybrand (Chartered Accountants) and worked briefly with a Mortgage Bank as Head of Internal Audit.

Adeline has a�ended various local and overseas courses which include the Ashridge Leadership Process, Strategy & Finance in Ashridge Business School, Berkhamsted, United Kingdom and Nego�a�on skills & tools course in Lagos Business School.

Adeline Koyenum Ogunfidodo (Mrs)

Non Execu�ve Director



STATEMENT OF DIRECTORS' RESPONSIBILITIES FOR THE YEAR ENDED 31 DECEMBER 2016

The Companies and Allied Ma�ers Act requires the directors to prepare financial statements for each financial year that give a true and fair view of the state of financial affairs of the Company at the end of the year and of its profit or loss.

The responsibili�es includes:(a) ensuring that the Company keeps proper accoun�ng records that disclose, with reasonable accuracy, the

financial posi�on of the Company and comply with the requirements of the Companies and Allied Ma�ers Act;

(b) designing, implemen�ng and maintaining internal control relevant to the prepara�on and fair presenta�on of financial statements that are free from material misstatement whether due to fraud or error; and

(c) preparing the company's financial statements using suitable accoun�ng policies supported by reasonable and prudent judgements and es�mates, that are consistently applied.

The directors accept responsibility for the financial statements, which have been prepared using appropriate accoun�ng policies supported by reasonable and prudent judgements and es�mates, in conformity with Interna�onal Financial Repor�ng Standards and the requirements of the Companies and Allied Ma�ers Act.

The directors are of the opinion that the financial statements give a true and fair view of the state of the financial affairs of the Company and of its profit or loss. The directors further accept responsibility for the maintenance of accoun�ng records that may be relied upon in the prepara�on of financial statements, as well as adequate systems of internal financial control.

Nothing has come to the a�en�on of the directors to indicate that the Company will not remain a going concern for at least twelve months from the date of this statement.

Mukhtar Yakasai Larry E. E�ahManaging Director / CEO ChairmanFRC/2015/NIM/00000013278 FRC/2O13/IODN/ooooooo2692

21 March 2017


REPORT OF THE AUDIT COMMITTEE FOR THE YEAR ENDED 31 DECEMBER 2016

In compliance with Sec�on 359(6) of the Companies and Allied Ma�ers Act CAP C2O, Laws of the Federa�on of Nigeria, 2004, we have reviewed the audited Financial Statements of the Company for the year ended 31 December, 2016 and report as follows:

(a) The accoun�ng and repor�ng policies of the Company are consistent with legal requirements and agreed ethical prac�ces.

(b) The scope and planning of the external audit for the year ended 31 December, 2016 were in our opinion adequate.

(c) We reviewed the findings and recommenda�ons in the Internal Auditor's Report and External Auditor's Management Controls Report and we were sa�sfied with the management responses thereto.

(d) The Company maintained effec�ve systems of accoun�ng and internal control system during the year in review.

We have deliberated with the External Auditors, who confirmed that all necessary coopera�on was received from management and that they had issued a clean report in respect of the year ended 31 December, 2016.

Mrs. Adeline Ogunfidodo Chairman, Audit Commi�ee FRC/2012/ICAN/00000000525

Dated 16 March 2017

Members of the Committee:Mrs. Adeline Ogunfidodo Chairman Mr. Shamsideen Balogun Member Mr. Bayo Osibo Member Comrade Sulayman B. Adenrele Member


To the Members of Portland Paints and Products Nigeria Plc

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

OUR OPINIONIn our opinion, Portland Paints and Products Nigeria Plc's financial statements give a true and fair view of the financial posi�on of the Company as at 31 December 2016, and of its financial performance and its cash flows for the year then ended in accordance with the Interna�onal Financial Repor�ng Standards and the requirements of the Companies and Allied Ma�ers Act and the Financial Repor�ng Council of Nigeria Act.

WHAT WE HAVE AUDITEDPortland Paints and Products Nigeria Plc's financial statements comprise;• the statement of financial posi�on as at 31

December 2016; • the statement of profit or loss and other

comprehensive income for the year then ended;• the statement of changes in equity for the year

ended;• the statement of cash flows for the year then ended; and• the notes to the financial statements, which include

a summary of significant a ccoun�ng policies.


BASIS FOR OPINIONWe conducted our audit in accordance with Interna�onal Standards on Audi�ng (ISAs). Our responsibili�es under those standards are further described in the Auditor's responsibili�es for the audit of the financial statements sec�on of our report.

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

INDEPENDENCEWe are independent of the Company in accordance with the Interna�onal Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code). We have fulfilled our other ethical responsibili�es in accordance with the IESBA Code.

KEY AUDIT MATTERSKey audit ma�ers are those ma�ers that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These ma�ers were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these ma�ers.

Refer to note 2.3.5 (Significant accoun�ng judgements, es�mates and assump�ons) and note 10 (Intangible assets) where the impairment of goodwill has been discussed.

The Company holds trade mark over a product brand. The trade mark is for an indefinite lifespan, the valua�on of which requires annual impairment reviews by the Company.

We focused on this area due to the materiality of the balance (N49 million) as at 31 December 2016 and the significant judgement adopted by management in preparing the cash flow forecast and determining the appropriate discount rate used in es�ma�ng the 'value in use".

We reviewed management's assump�ons, discount rates and growth rates u�lised in preparing the cash flow forecasts.

We further assessed the assump�ons with reference to wider market prac�ce and prevailing economic condi�ons.

The discount rate and the long term growth rates applied within the model were assessed for reasonableness by comparing them to economic and industry forecasts where appropriate.

Intangible assets (Trade mark) impairment assessment

KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER

INDEPENDENT AUDITOR'S REPORT

OTHER INFORMATIONThe directors are responsible for the other informa�on. The other informa�on comprises the Chairman's Statement, Directors' Report, Statement of Directors' Responsibili�es, Report of the Audit Commi�ee, Statement of value added and Five Year Financial Summary (but does not include the financial statements and our auditor's report thereon).

Our opinion on the financial statements does not cover the other informa�on and we do not express any form of assurance conclusion thereon.

In connec�on with our audit of the financial statements, our responsibility is to read the other informa�on iden�fied above and, in doing so, consider whether the other informa�on is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other informa�on that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other informa�on, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF THE DIRECTORS AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIAL STATEMENTSThe directors are responsible for the prepara�on of the financial statements that give a true and fair view in accordance with Interna�onal Financial Repor�ng Standards and the requirements of the Companies and Allied Ma�ers Act, the Financial Repor�ng Council of Nigeria Act, and for such internal control as the directors determine is necessary to enable the prepara�on of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to con�nue as a going concern, disclosing, as applicable, ma�ers related to going concern and using the going concern basis of accoun�ng unless the directors either intend to liquidate the company or to cease opera�ons, or has no realis�c alterna�ve but to do so.

Those charged with governance are responsible for overseeing the company's financial repor�ng process.


AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STATEMENTSOur objec�ves are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scep�cism throughout the audit. We also:

• Iden�fy and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detec�ng a material misstatement resul�ng from fraud is higher than for one resul�ng from error, as fraud may involve collusion, forgery, inten�onal omissions, misrepresenta�ons, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effec�veness of the Company's internal control.

• Evaluate the appropriateness of accoun�ng policies used and the reasonableness of accoun�ng es�mates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors' use of the going concern basis of accoun�ng and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condi�ons that may cast significant doubt on the company's ability to con�nue as a going concern. If we conclude that a material uncertainty exists, we are required to draw a�en�on in our auditor's


29 March 2017


report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or condi�ons may cause the Company to cease to con�nue as a going concern.

• Evaluate the overall presenta�on, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transac�ons and events in a manner that achieves fair presenta�on.

We communicate with those charged with governance regarding, among other ma�ers, the planned scope and �ming of the audit and significant audit findings, including any significant deficiencies in internal control that we iden�fy during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all rela�onships and other ma�ers that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the ma�ers communicated with those charged with governance, we determine those ma�ers that were of most significance in the audit of the financial statements of the current period and are therefore the key audit ma�ers. We describe these ma�ers in our auditor's report unless law or regula�on precludes public disclosure about the ma�er or when, in extremely rare circumstances, we determine that a ma�er should not be communicated in our report

because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communica�on.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSThe Companies and Allied Ma�ers Act requires that in carrying out our audit we consider and report to you on the following ma�ers. We confirm that:

i) we have obtained all the informa�on and explana�ons which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii) the Company has kept proper books of account, so far as appears from our examina�on of those books and returns adequate for our audit have been received from branches not visited by us;

iii) the Company's statement of financial posi�on and comprehensive income are in agreement with the books of account.

For: PriceWaterHouseCoopersChartered Accountants Lagos, Nigeria

Engagement Partner: Edafe Erhie FRC/2013/ICAN/0000001143


STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2016(All amounts are in thousands of Naira, unless otherwise stated)

Dec-16 Dec-15

Note N'000 N'000

Revenue 3 1,971,170 2,168,480

Cost of sales 5 (1,160,316) (1,270,822)

Gross profit 810,854 897,658

Other opera�ng income 4 145,294 53,300

Selling and distribu�on expenses 5 (365,114) (414,557)

Administra�ve expenses 5 (479,050) (673,506)

Profit/(loss) from opera�ons 111,985 (137,105)

Finance income 6 870 3,276

Finance expenses 6 (105,353) (124,540)

Net finance expenses (104,483) (121,264)

Profit/(loss) before taxa�on 7,502 (258,369)

Tax credit 7 1,094 25,384

Profit /(loss) from con�nuing opera�ons 8,597 (232,985)

Total comprehensive profit/(loss) 8,597 (232,985)

Earnings/(loss) per share:

Basic (Kobo) 8 2 (58)

Diluted (Kobo) 8 2 (58)

The notes on pages 34 to 67 form an integral part of these financial statements.


STATEMENT OF FINANCIAL POSITIONAS AT 31 DECEMBER 2016(All amounts are in thousands of Naira, unless otherwise stated)

Notes

31 December 2016

31 December 2015

N'000 N'000ASSETS:

Non - current assets:

Property, plant and equipment 9 438,083

456,202

Intangible assets 10 49,026

124,685

Prepayments 12 13,402

10,789

Total non - current assets 500,509

591,676

Current assets:

Inventories 11 717,429

616,287

Trade and other receivables 12 463,168

467,700

Prepayments 12 39,136

62,174

Cash and short term deposit 13 34,080 161,444

Total current assets 1,253,813 1,307,605

Total assets 1,754,321 1,899,281

Equity and liabili�es

Equity:

Issued share capital 16 200,000

200,000

Other capital reserve (Revalua�on reserve) 16 91,923

91,923 Retained earnings 408,292

399,694

Equity a�ributable to owners 700,215

691,617

Non current liabili�es:

Interest bearing loans and borrowings 13 43,492

101,571

Government grants 13 7,730

32,240

Deferred tax liabili�es 15 9,093

19,106

Total non current liabili�es 60,314

152,917

Current liabili�es:

Trade and other payables 14 845,354

885,194

Interest bearing loans and borrowings 13 96,122

124,297

Government grants 13 24,516

24,516

Income tax payable 15 27,800

20,741

Total current liabili�es 993,793

1,054,748

Total liabili�es 1,054,107

1,207,665Total equity and liabili�es 1,754,321

1,899,282

The audited financial statements on pages 30 to 69 was approved by the board of directors on March 21, 2017 and signed on its behalf by:

Abdulwasiu Taiwo (Finance Manager) FRC No: FRC/2013/ICAN/00000002588

Mukhtar Yakasai (MD/CEO) FRC No: FRC/2015/NIM/00000013278

Mr Larry E. E�ah (Chairman) FRC No: FRC/2013/IODN/00000002692


STATEMENT OF CHANGES IN EQUITYAS AT 31 DECEMBER 2016(All amounts are in thousands of Naira, unless otherwise stated)

At 1 January 2015

Loss for the year

At 31 December 2015

At 1 January 2016

Profit for the year

At 31 December 2016

Share Capital

N'000

200,000

-

200,000

200,000

-

200,000

Revalua�on Surplus

N'000

91,923

-

91,923

91,923

-

91,923

Total Equity

N'000

924,602

(232,985)

691,617

691,617

8,597

700,215

Retained Earnings

N'000

632,679

(232,985)

399,694

399,695

8,597

408,291


The notes on pages 34 to 67 form an integral part of these financial statements

STATEMENT OF CASH FLOWSAS AT 31 DECEMBER 2016(All amounts are in thousands of Naira, unless otherwise stated)


Dec-16 Dec-15N'000 N'000

Cash flows from opera�ng ac�vi�es:

Cash generated from opera�ons 17 97,935 328,026

Income tax paid 15 (1,861) (78,655)

Net cash generated from opera�ng ac�vi�es 96,077 249,371

Cash flows from inves�ng ac�vi�es:

Purchase of Property, Plant and Equipment 9 (40,303)

(34,895)

Proceeds from sale of property, plant and equipment 7,601

19,562

Finance income 870

3,276

Net cash absorbed by inves�ng ac�vi�es (31,835)

(12,057)

Cash flows from financing ac�vi�es:

Repayments of borrowings (86,254)

(176,380)

Interest paid (105,353)

(124,540)

Net cash absorbed by financing ac�vi�es (191,607)

(300,920)

Net decrease in cash and cash equivalents (127,365) (63,606)

Cash and cash equivalents brought forward 161,444 225,050Cash and cash equivalents 13 34,080 161,444

6

13

6

The notes on pages 34 to 67 form an integral part of these financial statements

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 20161.0 Corporate Informa�onPortland Paints and Products Nigeria Plc (The Company) was incorporated as a Limited Liability Company on 3 September 1985 and became a Public Company on 24 April 2008. The Company was listed on the floor of the Nigerian Stock Exchange on 9 July 2009.

The registered office is located at 1O5A, Adeniyi Jones Avenue, Ikeja, Lagos in Nigeria.

T h e p r i n c i p a l a c � v i � e s o f t h e C o m p a ny a re manufacturing and sale of paints and marke�ng of sanitary ware. The main products of the Company are Sandtex high quality Decora�ve Industrial Paints and Hempel Marine Protec�ve Coa�ngs for Oil and Gas Sector.

2.0 Summary of significant accoun�ng policies

2.1 Basis of prepara�onThe financial statements of Portland Paints and Products Nigeria Plc ("the Company") have been prepared in accordance with Interna�onal Financial Repor�ng Standards (IFRS) and interpreta�ons issued by the IFRS Interpreta�ons Commi�ee (IFRS 1C) applicable to companies repor�ng under IFRS. The financial statements comply with IFRS as issued by the Interna�onal Accoun�ng Standards Board (IASB).

The financial statements are presented in the func�onal currency, Nigerian Naira (N), rounded to the nearest thousand, and prepared under the historical cost conven�on.

The prepara�on of financial statements in conformity with IFRS requires the use of certain cri�cal accoun�ng es�mates. It also requires management to exercise its judgement in the process of applying the Company's accoun�ng policies. The areas involving a higher degree

of judgement or complexity, or areas where assump�ons and es�mates are significant to the financial statements are disclosed in note 2.3

2.1.1 Basis of MeasurementThe financial statements have been prepared on a historical cost basis modified by the revalua�on of land and building at a fair value. The Company's financial statements are presented in naira, which is also the Company's func�onal currency. Transac�ons in the foreign currency are recognized in Naira at the official spot rate at the date of transac�on.

2.2 Changes in accoun�ng policy and disclosures(a) New and amended standards adopted by the CompanyThe Company has applied the following standards and amendments for the first �me for their annual repor�ng period commencing 1 January 2016:

• Clarifica�on of acceptable methods of deprecia�on and amor�sa�on -Amendments to I AS 16 and IAS 38.

The adop�on of these amendments did not have any impact on the current period or any prior period and is not likely to affect future period.

(b) New standards, amendments and interpreta�ons not yet adoptedCertain new accoun�ng standards and interpreta�ons have been published that are not mandatory for 31 December 2016 repor�ng periods and have not been early adopted by the Company. The Company's assessment of the impact of these new standards and interpreta�ons is set out below.

Amendments to IAS 12 Income taxesThe amendments were issued to clarify the requirements for recognising deferred tax assets on unrealised losses.


The amendments clarify the accoun�ng for deferred tax where an asset is measured at fair value and that fair value is below the asset's tax base. They also clarify certain other aspects of accoun�ng for deferred tax assets.

The amendments clarify the exis�ng guidance under IAS 12. They do not change the underlying principles for the recogni�on of deferred tax assets. The standard is effec�ve for annual periods beginning on or a�er 1 January 2017 and earlier applica�on is not permi�ed.

Amendments to IAS 7 Cash flow statementsIn January 2016, the Interna�onal Accoun�ng Standards Board (IASB) issued an amendment to IAS 7 introducing an addi�onal disclosure that will enable users of financial statements to evaluate changes in liabili�es arising from financing ac�vi�es.

The amendment responds to requests from investors for informa�on that helps them be�er understand changes in an en�ty's debt The amendment will affect every en�ty preparing IFRS financial statements. However, the informa�on required should be readily available. Preparers should consider how best to present the addi�onal informa�on to explain the changes in liabili�es arising from financing ac�vi�es. The standard is effec�ve for annual periods beginning on or a�er 1 January 2017 and earlier applica�on is not permi�ed.

IFRS 9 Financial instrumentsIFRS 9 addresses the classifica�on, measurement and derecogni�on of financial assets and financial liabili�es and introduces new rules for hedge accoun�ng.

In July 2014, the IASB made further changes to the classifica�on and measurement rules and also introduced a new impairment model. These latest amendments now complete the new financial instruments standard.

Following the changes approved by the IASB in July 2014, the Company no longer expects any impact from the new classifica�on, measurement and derecogni�on rules on the Company's financial assets and financial liabili�es.

The new requirements will not have any impact on the Company's financial assets.

The new hedging rules align hedge accoun�ng more closely with the Company's risk management prac�ces. As a general rule it will be easier to apply hedge accoun�ng going forward as the standard introduces a more principles-based approach.The new standard also introduces expanded disclosure requirements and changes in presenta�on.The new impairment model is an expected credit loss (ECL) model which may result in the earlier recogni�on of credit losses.

The Company currently does not have any hedging arrangements and hence would not be affected by the new rules.

IFRS 15: Revenue from contract with customers.IFRS 15, 'Revenue from contracts with customers' deals with revenue recogni�on and establishes principles for repor�ng useful informa�on to users of financial statements about the nature, amount, �ming and uncertainty of revenue and cash flows arising from an en�ty's contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18 'Revenue' and IAS 11 'Construc�on contracts' and related interpreta�ons. The standard is effec�ve for annual periods beginning on or a�er 1 January 2018 and earlier applica�on is not permi�ed. The Company is assessing the impact of IFRS 15.


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016

There are no other IFRSs or IFRIC interpreta�ons that are not yet effec�ve that would be expected to have a material impact on the Company.

IFRS 16 LeasesIFRS 16 was issued in January 2016. It will result in almost all leases being recognised on the balance sheet, as the dis�nc�on between opera�ng and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only excep�ons are short term and low-value leases.

The accoun�ng for lessors will not significantly change.

The standard is effec�ve for annual periods beginning on or a�er 1 January 2019 and earlier applica�on is not permi�ed. The Company is assessing the impact of IFRS 16.

2.3 Significant accoun�ng judgements, es�mates and assump�onsThe prepara�on of the financial statements requires management to make judgments, es�mates and assump�ons that affect the reported amounts of revenues, expenses assets and liabili�es. Uncertainly about these assump�ons and es�mates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

The Company based its assump�ons and es�mates on parameters available when the financial statements were prepared. Exis�ng circumstances and assump�ons about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assump�ons when they occur.

Material es�mates in the financial statements include the following:

2.3.1 Accounts receivableThe allowance for doub�ul accounts involves management judgment and review of individual receivable balances based on an individual customer's prior payment record, current economic trends and analysis of historical bad debts of a similar type. Addi�onal informa�on on impaired receivables is included in note 12.

2.3.2 Useful life and residual value of property, plant and equipment and definite life intangible assets.Property, plant and equipment and intangible assets with definite life are depreciated over their useful life. The Company es�mates the useful lives of PPE and intangible assets based on the period over which the assets are expected to be available for use. The es�ma�on of the useful lives of plant and machinery are based on technical evalua�ons carried out on the assets. Es�mates could change if expecta�ons differ due to physical wear and tear and technical or commercial obsolescence.

It is possible however, that future results of opera�ons could be materially affected by changes in the es�mates brought about by changes in factors men�oned above. The amounts and �ming of expenses for any period would be affected by changes in these factors and circumstances. A reduc�on in the es�mated useful lives of the plant and machinery would increase expenses and decrease the value of non-current assets.

2.3.3 Impairment of non-financial assets.The Company reviews other non-financial assets for possible impairment if there are events or changes in circumstances that indicate that the carrying values of the assets may not be recoverable, or at least at every repor�ng date, when there is any indica�on that the assets might be impaired. If any such indica�on exists, the



Company es�mates the recoverable amount of the relevant assets.

2.3.4 Revalua�on of land and buildingThe Company has a revalua�on policy for items of land and building. Management assesses the carrying amount of these items at the end of each repor�ng period to ensure that the carrying amount represents the best es�mate of fair value. As at 31 December 2016 no revalua�on adjustments were deemed necessary due to the fact that the property is located in an area where fair value is not expected to flunctuate significantly.

2.3.5 Impairment of intangible assetsExternally acquired intangible assets that have indefinite useful lives are ini�ally recognized at cost and are subsequently tested for impairment at each financial year end and stated at their recoverable amount. The impairment loss where the carrying amount is greater than the recoverable amount is charged to the profit or loss or income statement.

Management is of the opinion that the trademark is adjudged to have an indefinite live as the ownership had been transferred to the Company in perpetuity and the Company expects to generate cashflows from the use of the asset in perpetuity. There were no contractual commitment as at 31 December, 2016.

2.4 Summary of significant accoun�ng policies

2.4.1 Intangible AssetsIntangible assets acquired separately are measured on ini�al recogni�on at cost. Intangible assets with finite lives are amor�sed over the useful economic life and assessed for impairment whenever there is an indica�on that the intangible asset may be impaired. The amor�sa�on period and the amor�sa�on method for an intangible asset with a finite useful life are reviewed at

least at the end of each repor�ng period. Changes in the expected useful life or the expected pa�ern of consump�on of future economic benefits embodied in the asset are considered to modify the amor�sa�on period or method, as appropriate, and are treated as changes in accoun�ng es�mates. The amor�sa�on expense on tangible assets with finite lives is recognised in the income statement as the expense category that is consistent with the func�on of the intangible assets. Gains or losses arising from derecogni�on of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the income statement when the asset is derecognised.

Intangible assets include purchased trade mark and computer so�ware.

Trade mark is externally acquired with indefinite useful lives. It is recognized at cost and are subsequently tested for impairment at each financial year end and stated at their recoverable amounts. The impairment loss, where the carrying amount is greater than the future economic benefits, is charged to the income statement.

Purchased so�ware with finite useful lives are recognised as assets if there is sufficient certainly that future economic benefits associated with the item will flow to the en�ty. Amor�sa�on is calculated using the straight-line method over 5 years.

Computer so�ware primarily comprises external costs and other directly a�ributable costs.

Category Useful livesTrade Mark IndefiniteComputer so�ware 5 years



2.4.2 Property Plant and EquipmentLand and Building are ini�ally recognized at cost but subsequently recognized at fair value less cost to sell based on the valua�ons by the independent valuers less accumulated deprec ia�on and accumulated impairment loss for building.

All other property, plant and equipments are ini�ally recognized at historical cost less accumulated deprecia�on and accumulated impairment loss.

Cost comprises the cost of acquisi�on and costs directly related to the acquisi�on up un�l the �me when the asset is available for use. In the case of assets of own construc�on, cost comprises direct and indirect costs a�ributable to the construc�on work, including salaries and wages, materials, components and work performed by subcontractors.Replacement or major inspec�on costs are capitalised when incurred and if it is probable that future economic benefits associated with the item will flow to the en�ty and the cost of the item can be measured reliably.

The deprecia�on base is determined as cost less any residual value. Deprecia�on is charged on a straight-line basis over the es�mated useful lives of the assets and begins when the assets are available for use.

The assets' residual values, and useful lives and method of deprecia�on are reviewed and adjusted, if appropriate, at each financial year end and adjusted prospec�vely, if appropriate.

Impairment reviews are performed when there are indicators that the carrying value may not be recoverable. Impairment losses are recognised in the income statement as an expense.

On revalua�on of property, plant and equipment, the

surplus thereon is transferred to the revalua�on surplus account in the statement of changes in equity and recognized as other comprehensive income in the comprehensive income statement.

2.4.3 Assets on leaseFinance leases are recognized at amount equal to the fair value of the leased property or if lower the present value of the minimum lease property, each determined at the incep�on of the lease.

Minimum lease payments are appor�oned between the finance charge and the reduc�on of the outstanding liability. The finance charge is allocated to each period during the lease terms so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Category Useful livesLong leasehold land Over the lease periodFreehold buildings 2%Plant and machinery 10 years Furniture, fi�ngs and equipment 10 yearsMotor vehicles 2-5 yearsComputer equipments 3 years

An item of property and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal. Any gain or loss arising on derecogni�on of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognised.

2.4.4 Earnings per shareBasic earnings are determined by dividing the profit a�ributable to share holders by the weighted average number of shares on issue during the year.



2.4.5 Impairment of non-financial assetsProperty, plant and equipment and intangible assets are reviewed at each repor�ng date to determine whether there is any indica�on of impairment. If any such indica�on exists, or in the case of indefinite life intangibles, then the asset's (CGU's) recoverable amount is es�mated. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately iden�fiable cash-genera�ng units (CGUs). The recoverable amount is the higher of an asset's fair value less costs to sell and value in use (being the present value of the expected future cash flows of the relevant asset or CGUs). An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Portland Paints & Products Nigeria Pic evaluates impairment losses for poten�al reversals when events or circumstances may indicate such considera�on is appropriate. The increased carrying amount of an asset other than goodwill a�ributable to a reversal of an impairment loss shall not exceed the carrying amount that would have been determined (net of amor�sa�on or deprecia�on) had no impairment loss been recognised for the asset in prior years.

2.4.6 InventoriesInventories are valued at the lower of cost and net realizable value. Costs incurred in bringing each product to its present loca�on and condi�ons are accounted for as follows:• Raw materials: Purchase cost on weighted average basis• Goods-In-Transit, Work-in-progress and Finished

goods: Goods in transit are valued at invoice price together

with other a�ributable charges.

Work-in-progress cost consist of direct materials and labour and a propor�on of manufacturing overheads based on normal opera�ng capacity but excluding borrowing costs.

The cost of finished goods comprises suppliers' invoice prices and, where appropriate, freight, prin�ng costs and other charges incurred to bring the materials to their loca�on and condi�on.

Net realizable value is the es�mated selling price in the ordinary course of business, less es�mated costs of comple�on and the es�mated costs necessary to make the sale.

2.4.7 Financial instrumentsA financial instrument is any contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party.

2.4.7.1 Financial AssetClassifica�onThe Company's financial assets include cash, trade and other receivables, all of which are classified as loans and receivables. This classifica�on is based on the purpose for which the financial assets were acquired. Management determines the classifica�on of financial assets at ini�al recogni�on.

Loans and receivablesLoans and receivables are non-deriva�ve financial assets with fixed or determinable payments that are not quoted in an ac�ve market.

Subsequent measurementSubsequent to ini�al recogni�on, loans and receivables are measured at amor�sed cost using the effec�ve interest rate method.



Derecogni�on of financial assetsA financial asset (or, when applicable, a part of a financial asset or part of a Company of similar financial assets) is derecognised when:

a) The rights to receive cash flows from the asset have expired or

b) The Company retains the right to receive cash flows from the asset or has assumed an obliga�on to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either:

c) The Company has transferred substan�ally all the risks and rewards of the asset or the Company has neither transferred nor retained substan�ally all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its right to receive cash flows from an asset and has neither transferred nor retained substan�ally all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Company's con�nuing involvement in the asset.

Impairment of financial assetsThe Company assesses at each repor�ng date whether there is any objec�ve evidence that a financial asset is impaired. A financial asset is impaired and impairment losses are incurred only if, there is objec�ve evidence of impairment as a result of one or more events that has occurred a�er the ini�al recogni�on of the asset (an incurred 'loss event) and that loss event has an impact on the es�mated future cash flows of the financial asset or the Company of financial assets that can be reliably es�mated.

Evidence of impairment may include indica�ons that the debtors or a group of debtors is experiencing significant

financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisa�on and where observable data indicate that there is a measurable decrease in the es�mated future cash flows, such as changes in arrears or economic condi�ons that correlate with defaults.

Financial assets carried at amor�sed costFor financial assets carried at amor�sed cost, the Company first assesses individually whether objec�ve evidence of impairment exists individually for financial assets that are individually significant, or collec�vely for financial assets that are not individually significant If the Company determines that no objec�ve evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a Company of financial assets with similar credit risk characteris�cs and collec�vely assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or con�nues to be, recognised are not included in a collec�ve assessment of impairment.

If there is objec�ve evidence that an impairment loss on assets carried at amor�sed cost has been incurred, the amount of the loss is measured as the difference between the carrying amount of the asset and the present value of es�mated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the financial asset's original effec�ve interest rate.

2.4.7.2 Financial liabili�esClassifica�onThe financial liabili�es are at amor�sed cost. The classifica�on is based on the purpose for which the financial l iabili�es were incurred. Management determines the classifica�on of financial liabili�es at ini�al recogni�on.



Subsequent measurementThe Company's financial liabili�es are recognised ini�ally at fair value and subsequently, measured at amor�sed cost using the effec�ve interest rate method.

These includes borrowings and trade and other payables. They are classified as current liabili�es except for those with maturi�es greater than 12 months a�er the repor�ng period and these are classified as non-current liabili�es.

Derecogni�on of financial liabili�esA financial liability is derecognised when the obliga�on under the liability is discharged or cancelled or expires. When an exis�ng financial liability is replaced by another from the same lender on substan�ally different terms, or the terms of an exis�ng liability are substan�ally modified, such an exchange or modifica�on is treated as a derecogni�on of the original liability and the recogni�on of a new liability, and the difference in the respec�ve carrying amounts is recognised in the income statement.

2.4.7.3 Offse�ng financial instrumentsFinancial assets and liabili�es are offset and the net amount reported in the statement of financial posi�on when there is a legally enforceable right to offset the recognised amounts and there is an inten�on to se�le on a net basis or realise the asset and se�le the liability simultaneously.

2.4.8 Cash and cash equivalentCash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less in the statement of financial posi�on.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of any outstanding bank overdra�.

2.4.9 Taxes• Current income taxCurrent income tax assets and liabili�es for the current period are measured at the amount expected to be recovered from or paid to the taxa�on authori�es. The tax rates and tax laws used to compute the amount are those that are enacted or substan�vely enacted by the repor�ng date in Nigeria. Current income tax assets and liabili�es also include adjustments for tax expected to be payable or recoverable in respect of previous periods.

Current income tax rela�ng to items recognised directly in equity or other comprehensive income is recognised in equity or other comprehensive income and not in the income statement.

• Deferred taxDeferred tax is provided using the liability method in respect of temporary differences at the repor�ng date between the tax bases of assets and liabili�es and their carrying amounts for financial repor�ng purposes. Deferred tax assets are recognised for all deduc�ble temporary differences, carry forward of unused tax credits.

No deferred tax is recognised when rela�ng to temporary differences that arise from the ini�al recogni�on of an asset or liability in a transac�on that is not a business combina�on and, at the �me of the transac�on, affects neither the accoun�ng profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each repor�ng date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be u�lised. Unrecognised deferred tax assets are reassessed at each repor�ng date and are recognised to the extent that it has become probable that future



taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabili�es are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is se�led, based on tax rates (and tax laws) that have been enacted or substan�vely enacted at the repor�ng date.

Deferred tax items are recognised in correla�on to the underlying transac�on either in profit or loss, other comprehensive income or directly in equity.

• Sales taxRevenues, expenses and assets are recognised net of the amount of sales tax, except:

• Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxa�on authority, in which case, the sales taxis recognised as part of the cost of acquisi�on of the asset or as part of the expense item, as applicable

• Receivables and payables are stated with the amount of sales tax included

The net amount of sales tax recoverable from, or payable to, the taxa�on authority is included as part of receivables or payables in the statement of financial posi�on.

2.4.10 Government grantsGrants for expenditure are ne�ed against the relevant expenditures as and when these are recognized in profit and loss in the statement of comprehensive income.

Where reten�on of a government grant is dependent on the Company sa�sfying certain criteria, it is recognized as deferred income. When the criteria for reten�on have

been sa�sfied, the deferred income balance is released to the statement of comprehensive income (when related to expenses) or ne�ed against the asset purchased (when specific to an asset).

When loans or similar assistance are provided by governments or related ins�tu�ons with an interest rate below the current applicable market rate, the effect of this favourable interest is regarded as a government grant.

2.4.11 ProvisionsProvisions are recognised when there is a present obliga�on (legal or construc�ve) as a result of a past event, it is probable that an ou�low of resources embodying economic benefits will be required to se�le the obliga�on and a reliable es�mate can be made of the amount of the obliga�on. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense rela�ng to any provision is presented in the income statement If the effect of the �me value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discoun�ng is used, the increase in the provision due to the passage of �me is recognised as a finance cost.

2.4.12 Revenue recogni�onRevenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the considera�on received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty. The Company assesses its revenue arrangements against specific criteria in order to determine if it is ac�ng as principal or agent.



The Company has concluded that it is ac�ng as a principal in all of its revenue transac�ons. The following specific recogni�on criteria must also be met before revenue is recognised:

Sale of goodsRevenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on delivery of the goods. Where a buyer has a right of return, the Company defers recogni�on of revenue un�l the right to return lapsed.

Rendering of servicesRevenue from pain�ng services is recognised as income from special project by reference to the stage of comple�on. Stage of comple�on is measured by reference to labour hours incurred to date as a percentage of total es�mated labour hours for each contract When the contract outcome cannot be measured reliably, revenue is recognised only to the extent that the expenses incurred are eligible to be recovered.

2.4.13 Interest incomeAll financial instruments measured at amor�sed cost and interest income or expense is recorded using the effec�ve interest rate (EIR), which is the rate that exactly discounts the es�mated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in finance income in the income statement.

2.4.14 Borrowing costSpecific Borrowing costs on qualifying assets are capitalized from the date the actual costs on the

qualifying asset are incurred. Where such borrowed amount, or part thereof, is invested, the income earned is ne�ed off the borrowing costs capitalised.

Where the en�ty does not specifically borrow funds to construct a qualifying asset, general borrowing costs are capitalized by applying the weighted average cost of the borrowing cost propor�onate to the expenditure on the asset.

2.4.15 Foreign currencyThe Company's financial statements are presented in naira, which is also the Company's func�onal currency. Transac�ons in the foreign currency are recognized in Naira at the official spot rate at the date of transac�on.

Monetary assets and liabili�es denominated in a foreign currency are translated into Naira at the spot rate of exchange ruling at repor�ng date. Differences arising on se�lement or transla�on of monetary items are recognised in income statement.

Non-monetary assets and liabili�es that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the ini�al transac�ons. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on transla�on of non-monetary measured at fair value is treated in line with the recogni�on of gain or loss on change in fair value in the item (i.e. the transla�on differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respec�vely).

2.4.16 Segment repor�ngThe reportable segments are iden�fied on the basis of Strategic Business Units (SBU) and the threshold of recogni�on is a contribu�on of not less than 10% of the



revenue, assets, profits or losses of all the opera�ng segments. Where the board and management is of the opinion that a strategic business unit is important to the growth ini�a�ve of the Company such SBU may be reported as a reportable segment even though it is not mee�ng the threshold of a reportable segment. The Managing Director (CEO) is the Chief Opera�ng Decision Maker (CODM) of the Company whom the segment informa�on is presented to.

2.4.17 Employees' benefitsEmployees' benefits both legal and construc�ve which are long and short term in nature are adequately recognized in the income statement.

The Company operates a defined contribu�on pension scheme in line with the Pension Reform Act 2014. The total contribu�on rate is 18%,where the employees contributes 8% and the Company contributes 10% of basic salary, housing and transport allowances. The Company's contribu�ons are accrued and charged to the income statement as and when the relevant service is provided by employees. The Company has no further payment obliga�ons once the contribu�ons have been paid.

3. Segment Informa�on:For management purpose, the Company is organised into Strategic Business Units (SBU) based on products

categories and has three reportable segments as follows:

- Port land Decora�ve Pa ints segment , which manufactures and market various ranges of decora�ve paints.

- Portland Marine Segment, which manufactures and markets various ranges of marine protec�ve paints.

- Portland Bathroom segment, which markets and distributes ranges of sanitary ware products.

No other segment has been aggregated to form the above reportable opera�ng segments.

The Chief Opera�ng Decision Maker (CODM) has been iden�fied as the execu�ve management. The Execu�ve Management monitors the opera�ng results of each business units separately for the purpose of making decisions about resource alloca�on and performance assessment. Segment performance is evaluated based on gross profit or loss and is measured consistently with gross profit or loss in the combined financial statements. However, the segment liabili�es are absorbed by the decora�ve segment.



(i) Income Decora�ve

Marine & Industrial

Paints

Dec-16 Dec-16N'000 N'000

Revenue:Total Revenue 1,576,282

380,312

Total Revenue From External Customers 1,576,282 380,312

Company's revenue per statement of comprehensive income 1,576,282 380,312

Segment gross profit 679,914 126,458

Opera�ng ExpensesDeprecia�onAmor�sa�onFinance IncomeFinance ExpenseOther IncomeSub-total

Company's Profit Before Tax

Decora�veMarine

PaintsDec-15 Dec-15N'000 N'000

Revenue:Total Revenue 1,598,993

544,717

Total Revenue From External Customers 1,598,993 544,717

Company's Revenue per Statement of Comprehensive Income 1,598,993 544,717

Segment Gross Profit 697,119 195,303

Opera�ng ExpensesDeprecia�onAmor�sa�onFinance IncomeFinance ExpenseOther IncomeSub-total

Company's Loss Before Tax

Total

Dec-16N'000

1,971,170

1,971,170

1,971,170

810,854

711,327

57,176

75,660

(870)105,353

(145,294)

803,351

7,502

TotalDec-15N'000

2,168,480

2,168,480

2,168,480

897,659

939,332

109,257 39,474 (3,276)

124,540(53,300)

1,156,028

(258,370)

profit or loss in the combined financial statements. However, the segment liabili�es are absorbed by the decora�ve segment.

Portland Bathrooms

Dec-16N'000

14,575

14,575

14,575

4,481

Portland Bathrooms

Dec-15N'000

24,771

24,771

24,771

5,236

(All amounts are in thousands of Naira, unless otherwise stated)



The opera�ng segments did not transact with each other and as such there are no transfer prices between opera�ng segments.

Produc�on ac�vi�es in the factory are mainly produc�on of decora�ve paints. Hence the relevant costs are absorbed by decora�ve business unit. This accounts for the the deprecia�on on factory building wholly absorbed by decora�ve business unit. Other income is generated from the applica�on of paints in addi�on to the sales and marke�ng of paints products.

The amounts provided to the Chief Opera�ng Decision Maker (CODM) with respect to total assets are measured in a manner consistent with that of the financial statements. These assets are allocated based on the opera�ons of the sements and the physical alloca�on of the assets.




(ii) Assets & liabili�es

Addi�on to non-current assetsReportable Segment AssetsFactory Office Property

Total Company assets

Reportable segment liabili�es:

Loans and borrowings (Excluding leases and overdra�s)Defined contribu�on pension schemeFinancial liabili�esDeferred tax laibili�esOther unallocated and central liabili�es

Total Company liabili�es

Addi�on to non-current assetsReportable segment assetsFactory office property

Total Company assets

Reportable segment liabili�es:

Loans and borrowings (Excluding leases and overdra�s)Defined contribu�on pension schemeFinancial liabili�esDeferred tax laibili�esOther unallocated and central liabili�es

Total Company liabili�es

Marine Paints31 December

2016N'000

368,408

-

368,408

-

-

-

-

-

-

Marine Paints31 December

2015N'000

379,856

-

379,856

-

-

---

-

Items of Property, Plant and Equipment are directly allocated to the SBU enjoying the economic benefits of the assets.

Decora�ve31 December

2016N'000

40,303

1,133,116

199,352

1,372,771

139,614

4,191

31,777

9,093

869,433

1,054,107

Decora�ve31 December

2015N'000

34,895

1,251,887

213,164

1,499,946

225,868

7,395

56,75619,106

898,540

1,207,665

Portland Bathrooms

31 December 2016

N'000

13,143

-

13,143

-

-

-

-

-

-

Portland Bathrooms

31 December 2015

N'000

19,479

-

19,479

-

-

---

-

Total31 December

2016N'000

40,303

1,514,667

199,352

1,754,321

139,614

4,19131,777

9,093

869,433

1,054,107

Total31 December

2015N'000

34,895

1,651,222

213,164

1,899,281

225,868

7,395

56,75619,106

898,540

1,207,665




Dec-16N'000

24,5156,182

6511,1582,384

25,50351,81027,411

3813,5311,768

145,294

1,160,316365,114479,050

2,004,479

1,160,31675,66254,308

247,386127,120

46,59845,72340,50422,85910,80028,93540,59322,83724,89340,217

-15,730

2,004,479

4 Other opera�ng income:Government grantsProfit on sale of fixed assetsSale of scrapDiscount ReceivedInsurance claim receivedIncome from executed projectsExchange gainFranchisee feeToll manufacturingSundry IncomeContainer deposit refund

Total

5a Expense by func�onCost of salesSelling & distribu�on expensesAdminstra�ve expenses

5b Expenses by natureChange in inventories of finished goods and work in progressAmor�za�on of intangible assetsDeprecia�on on property, plant and equipmentStaff costsSales commissions, rebates and discountsDistribu�on costsRepairs and maintenanceAdvert and promo�onal expensesManagement feeAuditors' feesBad debt provisionInforma�on technologyRent & ratesLegal & professional feesTravelling expensesExchange lossOther expenses

Dec-15N'000

24,5163,0921,8271,727

5352,024

-15,949

2292,3051,095

53,300

1,270,822414,557673,506

2,358,885

1,270,82239,474

109,258284,830131,755142,133

29,60831,51021,68510,735

111,66449,570

8,63543,45142,814

4,69526,246

2,358,885




8 Earnings/(loss) per shareBasic earnings/(loss) per share amounts are calculated by dividing net profit/loss) for the year a�ributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

The following reflects the income and share data used on the basic earnings/(loss) per share computa�ons:


6 Finance income:

Interest received on bank deposits

Total

Finance costs:

Interest on debts and borrowingsTotal

7 Taxa�on

(i) Current tax on profits for the year:

Company income tax

Educa�on tax

Deferred tax

Addi�onal tax liability - back duty

Total current tax

(ii) Reconcilia�on of tax charge:Profit / (Loss) before tax

Tax at Nigerian's statutory income tax rates (Minimum Tax)

Disallowable expenses

Disallowable income

Balancing charge

Tax effect of capital allowance

Educa�on tax @2% of assessable profitTotal tax charge for the year

870

870

105,353105,353

7,860

1,061

8,921

(10,015)

-

(1,094)

7,502

2,251

46,082

(32,415)

2,554

(10,612)

1,061

8,921

Dec-16N'000

3,276

3,276

124,540

124,540

8,209

852

9,061

(55,172)

20,727

(25,384)

(258,369)

(77,511)

100,878

(10,586)

3,949

(8,520)

852

9,061

Dec-15N'000



Net profit/(loss) a�ributable to ordinary equity holders (N'000) 8,597 (232,985)Weighted average number of ordinary shares for basic earnings pershare (’000) 400,000 400,000Basic earnings/(loss) per share (in kobo) 2 (58)

9

Property, plant and

equipment

Cost

At 1 January 2015

Addi�ons

Disposal

31 December 2015

At 1 January 2016

Addi�ons

Transfers

Disposal

31 December 2016

Deprecia�on

At 1 January 2015

Addi�ons

Disposal

At 31 December 2015

At 1 January 2016

Addi�ons

Disposal

31 December 2016

Net book Value as at:31 December 2016

At 31 December 2015

Total

N'000

1,079,845

34,895

(130,553)

984,187

984,187

40,303

-

(35,183)

989,306

532,805

109,257

(114,078)

527,985

527,985

57,176

(33,936)

551,225

438,082

456,202

Land

N'000

40,000

-

-

40,000

40,000

-

-

-

40,000

-

-

-

-

-

-

-

40,000

40,000

Factory

building

N'000

165,912

7,252

-

173,164

173,164

-

-

-

173,164

6,663

3,587

-

10,251

10,251

3,561

13,812

159,352

162,914

Plant and

machinery

N'000

405,054

5,955

(15,849)

395,160

395,160

10,704

10,484

(6,920)

409,428

212,767

32,634

(15,848)

229,553

229,553

31,029

(6,518)

254,064

155,363

165,607

and fi�ngs

Furniture

N'000

201,032

22,582

(82,835)

140,779

140,779

803

150

(1,973)

139,759

129,609

40,062

(72,021)

97,650

97,650

13,954

(2,283)

109,321

30,437

43,129

Computer

Equipments

N'000

26,841

-

-

26,841

26,841

-

-

-

26,841

22,957

-

-

22,957

22,957

-

-

22,957

3,884

3,884

Motor

vehicles

N'000

227,007

2,471

(31,869)

197,609

197,609

28,396

-

(26,290)

199,716

160,809

32,975

(26,209)

167,575

167,575

8,631

(25,135)

151,071

48,645

30,034

Work-in-

progress

N'000

13,999

(3,365)

-

10,634

10,634

400

(10,634)

-

400

-

-

-

-

-

-

-

400

10,634





Fair Value of land and building:The Company land and buildings were fair valued as at 3ist December 2012 by Ubosi Eleh & Co. (Estate Valuer), an accredited independent professional valuer who holds relevant professional qualifica�ons and have recent experience in the loca�on and categories of the proper�es valued. The fair value measurement is based on its "highest and best use" and its represents the price that would be received to sell the property in an orderly transac�on between market par�cipants as at 31 December 2012. Fair value is determined by reference to market-based evidence, based on ac�ve market prices, adjusted for any difference in the nature, loca�on or condi�on of the specific property and falls within Level II fair value hierarchy which are inputs other than quoted market prices included within Level I that are observable for the asset or liability, either directly or indirectly. Management is of the opinion that the value represents the value as at 31 December 2016 as the property is situated in Ewekoro village where prices are not expected to fluctuate significantly year on year. Other items of PPE were carried at cost, duly reviewed for impairment as at 31 December 2016, no impairment provision is deemed necessary.

Deprecia�on amoun�ng to N57million (2015-N109million) charged to income statement, N29million (2015-N33million) charged to cost of sales, N10milion (2015-N57million) to administra�ve expenses and N15million (2015-N19million) to selling and distribu�on expenses.



10 Intangible assets

Cost

At 1 January 2015

At 31 December 2015

At 1 January 2016

31 December 2016

Amor�za�on:

At 1 January 2015

Charge for the year

At 31 December 2015

At 1 January 2016

Charge for the year

31 December 2016

Net book values at:

31 December 2016

At 31 December 2015

Trade Mark

N'000

49,025

49,025

49,025

49,025

-

-

-

-

-

-

49,025

49,025

Computer

So�ware

N'000

197,368

197,368

197,368

197,368

82,233

39,474

121,707

121,707

75,661

197,367

-

75,661

Total

N'000

246,392

246,392

246,392

246,392

82,233

39,474

121,707

121,707

75,660

197,366

49,025

124,685


The Company's intangible asset represents the N49m trade mark purchased from Blue Circle Industries Plc adjudged to have an indefinite life. N197m relates to investment on licence and technical agreement on oracle ERP applica�ons. The oracle ERP applica�on was acquired in 2012 to be amor�sed to income statement over a period of five years. The trade mark is carried at cost to be tested annually for impairment.

The trade mark was reviewed for impairment as at 31 December 2016 and at present no impairment is deemed required and there are no contractual commitment that may have impact on the carry value of the trade mark.

Following challenges with oracle ERP u�liza�on da�ng back to implementa�on phase, management decided to discon�nue the use of Oracle ERP effec�ve 31 December 2016. The business is migra�ng to SAP ERP

In view of this development the carrying value of the oracle ERP in the sum of N76million (2015: N39million) has been and charged to income statement under administra�ve expenses.



Year end stock count was conducted across all Company's stock holding loca�ons. The quan�ty counted was valued using weighted average cos�ng model as per the Company's policy and agreed as stated herein.

The amount of write-down on inventories to net realizable value recognised as an expense is N54m (2015: N36m). This represents impairment for slow moving, obsolete and damaged inventories. All inventory with the excep�on of finished goods are stated at cost. Finished goods are stated at lower of cost or net realisable values.

The value of finished goods include N413m (Dec 2015: N340m) imported merchandizing products.

31 December

2016

N'000

11 Inventories:

Raw materials 141,367

Packaging materials 20,507

Work in progress 1,539

Goods In transist -

Finished goods 621,698

Spare parts 13,356

Diesel 9,031

Stock impairment (90,069)

Total 717,429

31 December

2015

N'000

96,179

22,389

6,940

3,294

504,369

15,888

3,180

(35,952)

616,287




31 December

2016

31 December

201512 Trade and other receivables N'000 N'000

(i) Trade receivables 535,173 560,140Less: Provision for impairment of trade receivables - (Note 12iii) (171,765)

(188,444)

Net trade receivables 363,408

371,697

Other receivables 37,672

62,322

Less: Provision for impairment of other receivables (20,745)

(16,397)

Net other receivables 16,927

45,924

Receivables from related par�es 3,168

701

Withholding tax receivable 40,526

16,968

VAT receivable 39,139

32,411

Total trade and other receivables 463,168

467,701

(ii) PrepaymentsPrepayments - Current 39,136

62,174

Prepayments - Non Current por�on 13,402

10,789

Total prepayments 52,538

72,963

The fair values of trade and other receivables classified as loans and receivables are as follows:

31 December

2016

31 December

2015N'000 N'000

Trade receivables 363,408

371,697

Receivables from related par�es (Note 18d) 3,168

701

Withholding tax receivable 40,526

16,968

VAT receivable 39,139

32,411

Other receivables 16,927 45,924

Total 463,168

467,701

31 December

2016

31 December

2015(iii) Allowance for impairment of trade receivables: N'000 N'000As at January 1 2016 188,444 93,177 Addi�onal allowance for receivable impairment 28,684 95,267

217,128 188,444Bad debts wri�en off (45,363) -

As at 31 December 2016 171,765 188,444

Trade receivables are non-interest bearing and are generally on terms of 30-90 days. Trade and other receivables as at 31 December 2016 were reviewed for impairment.

The balance on prepayment represent rent, medical and insurance paid in advance which will be charged against earnings in periods it relates to.





13 Interest bearing loans and borrowings:

2016

31 December

2015N'000 N'000(i) Non-current borrowings:

Bank loans:Long term liabili�es - Note 13(iii) 43,492

101,571

Total non current borrowings 43,492 101,571

(ii) Current borrowings:

Bank loans:Long term liabili�es due within one year 96,122

124,297

Total current borrowings 96,122 124,297

Total loans and borrowings 139,614 225,868

The movement in Loan and Borrowings represent principal repayment as at 31 December,2016.

(iii) Long term borrowingsNon current liabili�es

The secured loan is a Central Bank of Nigeria (CBN) interven�on fund through Bank of Industry (BOI). The applicable interest rate is 6% per annum subject to review by the BOI from �me to �me in line with the prevailing market condi�ons. The loan is repayable in instalments at various dates between January 2011 to 2018. A�er bifurca�on of the government grant, in the form of a low interest rate loan, the loan bears an effec�ve current interest rate of 22%. N47million (2015:N59million) interest on BOI facility was charged to income statement for the period ended 31 December, 2016.

LenderTotal

Facility 2016

31 December

2015

Bank of Industry (BOI) Interven�on funds through Ecobank Nigeria Plc N300m 39,364 73,852

Bank of Industry (BOI) Interven�on Funds Through FCMB Nigeria Plc N255m 100,250 152,016

Total long term facility 139,614 225,868

Current por�on of term-loans (96,122) (124,297)

Due a�er one year 43,492 101,571

Repayment Terms

Carrying Value - 28 equal

quarterly installments from date of

Carrying Value - 60 equal monthly

installments with 12 months

moratorium

31 December

31 December

The BOI loans, were secured with the following:- Debenture on fixed and floa�ng assets of Portland Paints & Products Nigeria Plc, valued at N1.1 billion as at December 2011, by Ubosi Eleh & Co. estate surveyors - Execu�on of trust receipts by the borrower.- Ownership of assets financed- Promissory note of the Company for principal and interest- Sales collec�on agreement



draw down

(iv) Government grants:

As at 1 January

Total Government Grant for the yearReleased to the income statement

Current Non currentAt 31 December 2016

(v) Cash & Cash Equivalent:

Cash in hand and bankShort Term / Fixed deposit

Cash & cash equivalent

31 December

2015N'000

81,271

81,271(24,516)

56,755

24,51632,24056,756

31 December

2015

N'000115,124

46,320161,444

For the purpose of the statement of cash flow, cash and cash equivalents comprise the following as at 31 December 2016:

Cash at bank earns interest at floa�ng rates based on daily bank deposit rates. Short term deposits are made for varying periods of between one month and three months depending on the immediate cash requirements of the Company, and earn interest at the respec�ve short-term deposit rates.

Having sa�sfied all condi�ons a�ached to N36.6 million fixed deposit with Skye Bank used as collateral/guarantee on behalf of former associate (Portland Construc�on Limited), the Company had accessed and realised completely the fixed deposit plus accrued interest. Consequently as at 31st December 2016, the available deposit is Nil (Dec 2015: N36.6 million).

Government grants relates to loan granted by Agency of Nigeria Government (Central Bank of Nigeria) with 6% interest rate which was below the current applicable market rate, the effect of this favourable interest is regarded as a government grant. There are no unfulfilled condi�ons or con�gencies a�ached to these grants.

2016N'000

56,755

56,755(24,516)

32,246

24,5167,730

32,246

31 December

2016

N'00034,080

-34,080

31 December





14 Trade and other payables

Trade payablesOther payables

Withholding tax payable

Customer DepositsAccruals

Total financial liabili�es, excluding loans and borrowings, classified as financial liabili�es measured at amor�sed costIntercompany payable (Note 18d)

Dividends payable

Total trade and other payables

31 December

2015N'000

157,03115,594

8,467

60,056

97,140

338,288

526,89720,009

885,194

15 Corporate tax liability 31 Dec.2016

31 Dec.2015

N'000 N'000Balance at beginning of the yearCompany Income Tax 19,889 63,879 Educa�on Tax 852

5,729

20,741

69,608 Current tax expense

Company Income Tax 7,860

8,209 Educa�on Tax 1,061

852

Addi�onal tax liability - back duty -

20,727

29,662

99,396

Payment during the year (See payment details below) (1,861)

(78,655)

Income tax payable as at 31 December 2016 27,800

20,741

The analysis of tax payment during the year is as follows:Cash payment 1,630

54,945

Withholding tax credit 231

23,710

1,861

78,655

The analysis of deferred tax liabili�es is as follows: 31 Dec.

201631 Dec.

2015N'000 N'000

Deferred tax assets/(liabili�es)- Deferred tax liability to be se�led a�er more than 12 months 9,093 82,436- Deferred tax assets to be se�led within 12 months - (63,328)Deferred tax lassets/(liabili�es) 9,093 19,108

Deferred taxes are calculated on all temporary differences using the liability method and an effec�ve tax rate 30% (2015:30%).

Trade payables are non-interest bearing and normally se�led on 30 day termOther payables and accruals are non-interest bearing and have an average term of 90 days.Included in intercompany payable are working capital facili�es of N350million (2015: N350million) from the UAC Nigeria and N50million (2015:N100million) from UAC Food Limited.The working capital facili�es are at an interest rate between 13.5% to 15.5% (2015: 13.5%-14.5%) payable on demand but with no fixed repayment terms.

Terms and condi�ons of the above financial and non-financial liabili�es.

2016N'000

210,1379,5775,127

12,846

93,753

331,440

493,905

20,009

845,354

31 December



Deferred Taxes

15 Corporate tax liability (con�nued)31 Dec.

201631 Dec.

2015N'000 N'000

At 1 January 19,108 74,280(Credit) to profit or loss (10,015) (55,172)

9,093

19,108

Provisions

Property, Plant &

Equipment

Unrealised Exchange

(Gain)/Loss TotalN'000 N'000 N'000 N'000

Deferred tax liabili�es/(assets)As at 1 January 2015 (33,838)

106,830

1,288

74,280

(Credited)/charge to profit or loss (38,400)

(24,394)

7,622

(55,172)

As at 31 December 2015 (72,238)

82,436

8,910

19,108

As at 1 January 2016 (72,238)

82,436

8,910

19,108

(Credited)/charge to profit or loss (7,324)

(7,698)

5,007

(10,015)

As at 31 December 2016 (79,562)

74,738

13,917

9,093

16 Share capital

(i)31 Dec.

201631 Dec.

201631 Dec.

201531 Dec.

2015Number N'000 Number N'000

Ordinary shares of 50 kobo each 1,000,000,000 500,000 400,000,000 200,000

Total 1,000,000,000 500,000 400,000,000 200,000

Issued and Fully Paid




31 Dec.2016

31 Dec.2016

31 Dec.2015

31 Dec.2015

Number N'000 Number N'000Ordinary shares of 50kobo each at the beginning of the year 400,000,000 200,000 400,000,000 200,000

At end of the year 400,000,000 200,000 400,000,000 200,000

(ii) Nature and purpose of reserves: 31 Dec.2016

Other capital reserve (Revalua�on Reserve) N'000At 1 January 2016 91,923Revalua�on during the year -As at 31 December 2016 91,923

The movement in deferred tax liabili�es during the year without taking into considera�on the offse�ng of balances within the same tax jurisdic�on is as follows:

Authorised Authorised

31 Dec.2015

N'00091,923

-91,923




Asset revalua�on reserve:The asset revalua�on reserve is used to record increases in the fair value of property, plant and equipment and decreases to the extent that such decrease relates to an increase on the same asset previously recognised in equity. The revalua�on was last carried out on land and building in 2012 by Ubosi Eleh & Co., a professional firm of Chartered Surveyors on an open market basis.


Dec-16 Dec-15

N'000 N'00017 Reconcilia�on of net profit to net cash

provided by opera�ng ac�vi�es

Profit /(loss) before tax 7,502

(258,369)

Adjustments to reconcile net income to net cash provided by opera�ng ac�vi�es:

Interest payable 105,353

124,540

Finance income (870)

(3,276)

Deprecia�on charges 57,176

109,258

Amor�za�on of government grant (24,517)

(24,516)

Addi�onal interest based on amor�zed cost -

2,462

Profit on disposal of fixed assets (6,182)

(3,092)

Amor�sa�on of intangible assets 75,661

39,474

206,621

244,850

Changes in assets and liabili�es:

Decrease in Trade debtors and prepayments 24,793

44,105

(Increase)/decrease in inventories (101,142)

140,254

(Decrease)/increase in trade creditors & accruals (39,840)

157,186

(116,188)

341,545

Net cash provided by opera�ng ac�vi�es 97,935 328,026



(iii) Earnings Per ShareBasic earnings per share is calculated by dividing profit a�er tax for the year a�ributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

The following reflects the income and share data used on the basic earnings per share computa�ons:

Dec-16 Dec-15N'000

Net profit/(loss) a�ributable to ordinary equity holders 8,597

Weighted average number of ordinary shares for basic earnings per share 400,000

Basic earnings/(loss) per share (in kobo) 2

N'000 (232,985)

400,000

(58)

18 Related party transac�ons

(a)Sales of goods and services Rela�onshipUACN Property Dev. Company Plc Sister CompanyUAC Foods Ltd (UFL) Sister CompanyMDS Logis�cs Ltd. Sister Company

(b)Purchases of goods and services

UAC of Nigeria Plc: Service fee Principal Shareholder UAC of Nigeria Plc: Interest on Working Capital Finance Facility Principal Shareholder

MDS Logis�cs Ltd. Sister Company

UAC Foods Ltd Sister Company

(c)Other transac�ons with related par�es

UAC of Nigeria Plc: Working Capital Finance Loan

UAC Foods Ltd: Working Capital Finance Loan

(d)Intercompany payable:

UAC of Nigeria Plc Principal Shareholder

UAC Foods Ltd (UFL): Working Capital Finance Facility

Sister Company

e)Intercompany receivable:

MDS Logis�cs Limited Sister Company

31 December

2015N'000

6,594

863

701

8,158

21,685

48,577

4,524

9,740

84,526

31 December

2015N'000

50,000

100,000

150,000

426,616

100,281526,897

701

701

The parent, ul�mate parent and controlling party of the company is UAC of Nigeria Plc incorporated in Nigeria. There are other companies that are related to Portland Paints & Products Nigeria Plc through common share holdings and directorship.

The following transac�ons were carried out with related par�es:

All trading balances will be se�led in cash.There were no provisions for doub�ul related party receivables as at 31 December 2016, (N2015:Nil) and no charges to the income statement in respect of related party receivables.All related party transac�ons were carried out on commercial terms and condi�ons (See also disclosures in Note 14).

2016N'000

3,845

1,451

-

5,296

22,859

47,399

7,428

13,160

90,846

2016N'000

350,000

50,000

400,000

440,737

53,167

493,905

3,168

3,168

31 December

31 December




Dec-16 Dec-15N'000 N'000

19 Compensa�on to key management personnel:Short-term employee benefits 10,956 12,479Long-term employee benefits 1,096 954

12,052 13,433

The amounts disclosed above are the amounts recognised as an expense during the repor�ng period related to key management personnel (The Directors). The Execu�ve Directors are paid salaries and a housing allowance, transporta�on is also provided for them. While the Non-execu�ve Directors are only en�tled to Directors Fees and si�ng allowance. As at 31 December 2016, an amount of N2.2 million (2015: N2.4 million) was paid to Non-execu�ve Directors as Directors Fees and si�ng allowance. Execu�ve Directors are en�tled to a defined contribu�on plan (pension) in accordance with Pension Reform Act 2004. But Non-execu�ve Directors are not en�tled to any form of pension or post employment benefits.

Dec-16 Dec-15N'000 N'000

The emoluments of the highest paid Director 12,052 3,387

Emolument of Non-execu�ve Directors:Fee 1,275 1,300Si�ng Allowance 915 1,100

2,190 2,400

Directors' mix Dec-16 Dec-15Number Number

Execu�ve Directors 1 1Non-execu�ve Directors 5 4

6 520 Staff Numbers:

Dec-16 Dec-15Number Number

Produc�on 39 28Sales, marke�ng and depot 39 54Administra�on 37 30

115 112

The number of employees in respect of emoluments within the following ranges was:

Dec-16 Dec-15Number Number

N10,000 - N500,000 - -N500,001 - N1,000,000 57 56Above N1,000,001 58 56

115 112

The average number of persons employed by the Company during the year, including Directors, is as follows:





The concentra�on of Company credit risk is as follows:

ItemTotal gross

amount ImpairedTrade receivables 535,173 171,765 Receivables from related companies 3,168 - Other receivables 117,255 20,745 Advances to staff 82 - Cash and cash equivalent 34,080 -

689,758 192,510

ItemTotal gross

amount ImpairedTrade receivables 560,140 188,444 Receivables from related companies 701 - Other receivables 111,389 16,397 Advances to staff 311 - Cash and cash equivalent 161,444 -

833,986 204,841

Age analysis of past due but not impaired receivables

Dec-15 46,643 145,941

192,584

Dec-16Fully

performing 257,705 3,168 96,510 82 34,080

391,545

179,112 701 94,992

311 161,444

436,560

Dec-15

91 - 180 days181 - 360 days

Past due but not impaired

105,703 - - - - 105,703

Past due but not impaired

192,584 - - - - 192,584

Dec-16 72,239 33,464

105,703

21 Financial risk managementPortland Paints & Products Nigeria Plc's principal financial assets comprise trade and other receivables, cash and short term deposits that arise directly from its opera�ons. The Company's principal financial liabili�es comprise of interest bearing loans and borrowing and trade and other payables. The main purpose of these financial liabili�es is to finance and to provide guarantee to support the Company's opera�ons.

Portland Paints & Products Nigeria Plc is exposed to credit risk, liquidity risk and market risk. The company's board has overall responsibility to oversee the management of these risks. The company's board of director's is supported by a risk management and governance commi�ee that is responsible for developing the Company's Corporate Governance policies and prac�ces and to consider the nature, extent and category of risks facing the Company.

The overall objec�ve of the Board is to set policies that seek to reduce risk as far as possible without unduly affec�ng the Company's compe��veness and flexibility.

The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below:

21.1 Credit riskThis is the risk of financial loss to the Company if a customer or counterparty to financial instrument fails to meet its Contractual obliga�ons. The Company is mainly exposed to credit risk from credit sales. It is Company policy, implemented locally, to assess the credit risk of new customers before entering contracts.

Fully performing



(a) Trade receivablesCredit quality of the customer is assessed based on an extensive credit ra�ng scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored by the credit commi�ee comprising of sales, finance and internal audit and the Company intends to explore issuing of insurance cer�ficates to major distributors and customers.

The en�ty has adopted a policy of only dealing with credit worthy counter-par�es and a credit commi�ee is ins�tuted which comprises of sale, finance and internal audit department to review the outstanding balances on customers' account. Insurance cer�ficate is required before credit is granted to key distributors. Trade receivables consist of a large number of customers,

Counterpar�es without external credit ra�ngs:

Dec-16 Dec-1514,303

25,546

9,352 298 7,721

21,329

- 12,653148 47,927227 8,147

1,960 44,970369 574

34,080 161,444

Cash and short term depositsAaaAa-A+ABbb+Bbb-B-BUnratedTotal

The Company defines the ra�ng as follows:Group 1 - These are balances with Blue Chip, Listed and other large en��es with a low chance of default.Group 2 -These are balances with small - medium sized en��es with no history of defaults.Group 3 - These are balances with small - medium sized en��es with history of defaults or late payments.

(b) Cash and short term depositCredit risk from balances with banks and financial ins�tu�ons is managed by the Portland Paints' treasury department in accordance with the Company's policy.

spread across diverse industries and geographical areas. On-going credit evalua�on is performed on the financial condi�ons of account receivable and where appropriate, credit guarantee insurance cover is purchased.

Apart from Satkay Nig. Ltd. and Chevron Nig. Ltd. the largest customers of the en�ty with an outstanding balance of N86 million and N147 million respec�vely, the en�ty does not have significant credit risk exposure to any single counterparts or any group of counterpar�es having similar characteris�c. Concentra�on of credit risk to any other counterparty did not exceed 5% of gross monetary assets at any �me during the year.

The credit risk on liquid funds is limited because the counterpar�es are banks with high credit-ra�ng assigned by interna�onal credit-ra�ng agencies.

Dec-16 Dec-15189,744 187,667 157,762 535,173

168,291 178,061 213,788 560,140

Trade receivablesGroup 1Group 2Group 3Total

Counterpar�es with external credit ra�ngs:

Investments of surplus funds are made only with approved counterpar�es and within credit limits assigned to each counter party.

Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Managing Director. The limits are set to minimise the concentra�on of risks and therefore mi�gate financial loss through poten�al counterparty's failure. Portland Paints' maximum exposure to credit risk for the components of the statement of financial posi�on at 31 December 2016 and 2015 is the carrying amounts.

2016 Annual Report and Financial Statements 632016 Annual Report and Financial Statements



'Aaa' A financial ins�tu�on of impeccable financial condi�on and overwhelming capacity to meet obliga�ons as and when they fall due. Adverse changes in the environment (macro-economic, poli�cal and regulatory) are unlikely to lead to a deteriora�on in financial condi�on or an impairment of the ability to meet its obliga�ons as and when they fall due.

'Aa' A financial ins�tu�on of very good financial condi�on and strong capacity to meet its obliga�ons as and when they fall due. Adverse changes in the environment (macro-economic, poli�cal and regulatory) will result in a slight increase the risk a�ributable to an exposure to this financial ins�tu�on. However, financial condi�on and ability to meet obliga�ons as and when they fall due should remain strong.

'A' A financial ins�tu�on of good financial condi�on and strong capacity to meet its obliga�ons. Adverse changes in the environment (macro-economic, poli�cal and regulatory) will result in a medium increase in the risk a�ributable to an exposure to this financial ins�tu�on. However, financial condi�on and ability to meet obliga�ons as and when they fall due should remain largely unchanged.

'Bbb' A financial ins�tu�on of sa�sfactory financial condi�on and adequate capacity to meet its obliga�ons as and when they fall due. It may have one major weakness which, if addressed, should not impair its ability to meet obliga�ons as and when due. Adverse changes in the environment (macro-economic, poli�cal and regulatory) will result in a medium increase in the risk a�ributable to an exposure to this financial ins�tu�on.

'Bb' Financial condi�on is sa�sfactory and ability to meet obliga�ons as and when they fall due exists. May

have one or more major weaknesses. Adverse changes in the environment (macro-economic, poli�cal and regulatory) will increase risk significantly.

'B' Financial condi�on is weak but obliga�ons are s�ll being met as and when they fall due. Has more than one major weakness and may require external support.

The modifiers "+" or"-" may be appended to a ra�ng to denote compara�ve posi�on within the ra�ng categories.

This is based on Augusto & Co Ltd risk ra�ngs.

21.2 Liquidity riskThis is the risk arising from the Company's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Company will encounter difficulty in mee�ng its financial obliga�ons as they fall due.

The Company policy is to ensure that it will always have sufficient cash to allow it meet its liabili�es when they become due. Ul�mate 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 en�ty's short, medium and long-term funding and liquidity requirement. The en�ty manages liquidity risk through the use of bank overdra�s, bank loans, and finance leases. The company has agreement with our bankers to provide overdra� facili�es for short term funds requirement and long-term borrowing facili�es, by con�nuously monitoring forecast and actual cash flow and matching the maturity profile of financial assets and liabili�es.

The balances below are undiscounted amounts and are based on contractual cashflows.

Other payables excludes withholding tax payable and customer deposits (see note 14) as these are non financial instrument

31-Dec-16

Less than 3

months

Between 3

months and 1

year

Between 1

and 5 years Over 5 years

Borrowings - 96,122 43,492

-

Trade and other payables 827,381

- - - Total 827,381 96,122 43,492 -

31-Dec-15Borrowings - 124,297 101,571 -

Trade and other payables 816,671 - - - Total 816,671 124,297 101,571 -

The balances below are undiscounted amounts and are based on contractual cashflows.




21.3 Market riskMarket risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The ac�vi�es of the en�ty are exposed primary to the following market risks; interest rate risk, foreign currency risk and commodity price risk.

21.4 Interest rate riskInterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company's exposure to the risk of changes in market

interest rates relates primarily to the company's short-term debt obliga�ons with floa�ng interest rates.

The Company interest rate risk arises from short term deposits and borrowings held at fixed rates. The company's policy is to keep all of its borrowings at fixed rates of interest and has been achieved by conver�ng the short term funds to long term fund through the BOI which has fixed and single digit effec�ve interest rate and more flexibility in repayments. The Company does not carry any borrowings at fair value and as such is not exposed to fair value risk.

Concentra�on of Interest Risks is as follows:

Weighted average interest

rate (%)

Interest bearing balance

Non interest bearing

%Fixed rate

N'000 N'000

Financial assets: Trade and other receivables - 463,168 Cash and bank balances - 34,080 Total - 497,248

Financial liabili�es:Borrowings 16 139,614 - Trade and other payables - 827,381 Total 139,614 827,381

Weighted average interest

rate (%)

Interest bearing balance

Non interest bearing

%Fixed rate

N'000 N'000

Financial assets: Trade and other receivables - 467,701 Cash and bank balances - 161,444 Short term deposits 10 46,320 - Total 46,320 629,145

Financial liabili�es:Borrowings 16 225,868 - Trade and other payables - 816,671 Total 225,868 816,671

Dec-16

Dec-15




21.5 Foreign currency riskForeign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's opera�ng ac�vi�es (when revenue or expense is denominated in a different currency from the Company's func�onal currency). In preparing the financial statement of the en�ty, transac�ons in currencies other than the en�ty's func�onal currency [foreign currencies] are recognized at the rates of exchanges prevailing at the date of the transac�ons. The company is not managing its foreign currency risk by hedging because the en�ty's dealing in foreign currencies is minimal and will not have material effect on the financial statements of Portland Paints & Products Nigeria Plc.

USDN'000

Financial assets:Trade and other receivables 146,668 Cash and short term deposits 225 Total 146,893

Financial liabili�es:Long term borrowings - Current por�on of long term borrowing - Trade and other payables 65,634 Inter-company payables -

65,634

USDN'000

Financial assets:Trade and other receivables 96,340 Cash and short term deposits 43,120 Total 139,460

Financial liabili�es:Long term borrowings - Current por�on of long term borrowing - Trade and other payables 16,006 Inter-company payables - Total

NairaN'000

316,500 33,800

350,299

43,492 96,122 285,815 493,905 919,334

NairaN'000

371,361 118,324

489,685

101,571 124,297 340,699

526,897 1,093,465 16,006

GBPN'000

- 56 56

- - - - -

GBPN'000

- - -

- -

1,592 - 1,592

TotalN'000

463,168 34,080

497,248

43,492 96,122 351,449 493,905

984,968

TotalN'000

467,701 161,444

629,145

101,571 124,297 358,297 526,897

1,111,063

Dec-16

Dec-15

22 Capital managementManagement considers capital to consist only of equity as disclosed in the statement of financial posi�on. The primary objec�ve of the Portland Paints capital management is to ensure that it maintains a healthy capital ra�o that support its business and maximize shareholder value. The company manages its capital structure and makes adjustments to it in light of changes in economic condi�ons. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares.

No changes were made in the objec�ves, policies or processes for managing capital during the year ended 31 December 2016. In order to ensure an appropriate return for shareholder's capital invested in the company, management thoroughly evaluates all material projects and poten�al acquisi�ons before approval. The company is not subject to any capital restric�on requirements.

The Company monitors capital using a gearing ra�o, which is interest bearing debt divided by total capital plus interest bearing debt. The company's policy is to keep the gearing ra�o between 20% and 50%.




23 Events a�er the repor�ng periodThe Company rights issue was opened for subscrip�on on 23 January 2017 and closed on 1 March 2017, awai�ng issuing and allotment.

The Company migrated from oracle ERP to SAP ERP on 1 February 2017 and is now running on the la�er pla�orm

24 Commitments and Con�ngencies Capital commitmentsAt 31 December 2016, the Company did not have any capital commitments (Dec 2015: Nil).

Legal Claim Con�ngencyThere is li�ga�on and claim against the Company as at 31 December 2016 amoun�ng to N50 million (Dec 2015: N50 million).

The Company has been advised by its legal counsel that it has a good defence against the claim. Accordingly, no provision has been made in respect of this con�ngent liability in these financial statements.

GuaranteesThe Company redeemed within the year the financial guarantee provided on behalf Portland Construc�on Ltd. 31 December 2016 Nil (Dec 2015: N36.6 million). See note 13v.

Dec-16 Dec-15 539,614 675,868 700,214 691,617

1,239,828 1,367,485

44% 49%

Total capital

Gearing ra�o

ItemInterest bearing debtEquity




STATEMENT OF VALUE ADDEDFOR THE YEAR ENDED 31 DECEMBER 2016

Dec-16 Dec-15N'000 % N'000 %

Turnover 1,971,170 2,168,480Non trading items 146,164 86,276

2,117,334 2,254,756Bought-in-material and services:- Local (1,330,487)

(1,555,709)

- Imported (375,266)

(438,790)

Value added 411,581 100% 260,257 100%

Applied as follows:-

To pay employees:Salaries and labour related expenses 241,550

59% 284,830

109%

To pay Government:Corporate tax 8,921

2% 29,788

11%

To pay provider of capital:Interest charges 105,353

26% 124,540

48%

To pay shareholdersas dividend -

0% -

0%

To provide for replacement of assetsdividend to shareholders and 0%development of business- Deprecia�on 57,176

14% 109,258

42%- Deferred tax credit (10,015)

-2% (55,172)

-21%- Profit /(loss) for the year 8,597

2% (232,985)

-90%

411,581 100% 260,257 100%

Value added represents the addi�onal wealth which the company has been able to create by its own and its employees' efforts. This statement shows the alloca�on of that wealth to employees, providers of capital, government and that retained for the future crea�on of more wealth.


FIVE YEARS FINANCIAL SUMMARY FOR THE YEAR ENDED 31 DECEMBER 2016

Note:

1. Earnings per share are based on profit a�er taxa�on and the number of issued and fully paid ordinary share at the end of each financial year.2. Dividends per share are based on the dividend declared and the number of issued and fully paid ordinary shares at the end of each financial year.

2016 2015 2014 2013 2012

N’000 N’000 N’000 N’000 N’000Statement of financial posi�on:

Property, plant & equipment 438,082 456,202 547,040 555,701 650,086

Intangible asset 49,025 124,685 164,160 203,633 243,103

Investment in associate - - - - 2,842

Non-current prepayments 13,402 10,789 25,032 26,518 38,008

Net current assets 260,020 252,858 556,689 612,221 255,839

Non-current liabili�es:

Borrowings (43,492) (101,571) (237,407) (302,200) (140,473)

Government grants (7,730) (32,240) (56,633) (81,272) (55,389)

Employee benefit - - - (46,619) (134,837)

Deferred taxa�on (9,093) (19,106) (74,278) (83,944) (82,613)

700,215 691,617 924,603 884,038 776,566

Shareholders’ funds:

Issued share capital 200,000 200,000 200,000 200,000 200,000

Other capital reserve 91,923 91,923 91,923 91,922 91,923

Retained earnings 408,292 399,694 632,680 592,116 484,643

700,214 691,617 924,602 884,039 776,566

Statement of comprehensive income

Revenue 1,971,170 2,168,480 2,771,147 2,865,581 2,584,183

Profit/(loss) before taxa�on 7,502 (258,369) 194,297 123,591 (199,166)

Taxa�on 1,094 25,384 (45,654) (16,118) (29,199)

Profit/(Loss) a�er taxa�on 8,597 (232,985) 148,643 107,473 (228,365)

Dividend declared - - - - -

Per share data (kobo)

Earnings /(loss) per share – Basic 2 (58) 37 27 (56)

Dividend per share - - - - -

2014


MANDATE FOR E-DIVIDEND PAYMENT


PROXY FORM

PORTLAND PAINTS AND PRODUCTS NIGERIA PLC

Annual General mee�ng to be held at 10:00 a.m on Wednesday

31st May, 2017 at Silas Daniyan Hall, Golden Tulip Hotel,

Festac, Amuwo Odofin, Lagos State.

Please indicate your wish by placing ‘X’ in the appropriate square

Being a member/members of PORTLAND PAINTS AND

PRODUCTS IN NIGERIA PLC do hereby appoint

or Failing him the chairman of the mee�ng as my/our proxy

to vote for me / us on our behalf at the general mee�ng of the

company to be held on Wednesday 31st May, 2017 and at every

adjournment thereof.

Put the ‘’x’’ beside the mo�on before mee�ng and not any of the others

Signature of member/proxy ..........................................

Date ..........................................

Date this ........................ day of .................................. 2017

Shareholder’s Signature ..........................................

NOTES

1. A member (shareholder) who is unable to a�end an annual general mee�ng is allowed by law to a�end by proxy, The

above form has being prepared to enable you to excise your vote if you can personally a�end.

2 Provision has being made on this form for the chairman of the mee�ng to act as your proxy, but if you wish you may insert

in on the blank space on the form (marked*) the name of any person, whether a member of the company or not, who will

a�end the mee�ng and vote on your behalf instead of the chairman of the mee�ng.

3. Please sign the above proxy form and post it to reach the address shown over leaf not later than 5:00 pm on Thursday 25th

May, 2017. If executed by a corpora�on, the proxy form should be sealed with the Common Seal or signed.

4. The proxy must produce the admission form sent with the report and accounts to obtain entrance to the mee�ng.

5. The proxy form should not be completed and sent to the address if the member will be a�ending the mee�ng in person.

(a) Write the name of your proxy (if any) where marked (b) Ensure the form is signed by you and stamped with COMMISSIONER OF STAMP DUTIES.(c) Tear the proxy form along the perforated lines and post so as to reach the address shown overleaf not less than 48 hours before the �me of holding the mee�ng.

IF YOU ARE UNABLE TO ATTEND, PLEASE

Annual General mee�ng Admission card

Please admit

ADMISSION FORMPORTLAND PAINTS AND PRODUCTS NIGERIA PLC

to the annual general mee�ng of PORTLAND PAINT AND PRODUCT PLC which will be held at Silas Daniyan Hall, Golden Tulip Hotel, Amuwo Odofin, Lagos state on Wednesday 31st May, 2017 at 10:00 a.m.

1. This admission must be provided by a share holder or by his proxy in order to obtain entrance to the Annual General Mee�ng2. Shareholders or their proxies are requested to sign the admission card in the appropriate place before a�ending the mee�ng.

IMPORTANT NOTICE

Adeleke Yusuff, EsqCompany Secretary

PORTLAND PAINTS AND PRODUCTS NIGERIA PLC

Name and Address of Shareholder

Annual General Mee�ng Admission Card

Signature of person a�ending

SHAREHOLDER ..................................

PROXY ..................................................

FOR AGAINST ABSTAINRESOLUTIONS

ORDINARY BUSINESS

To re-elect Engr. Dipo Ashafaas a Director

To elect Mr Bayo Osiboas a Director

To authorize the directors tofix Auditor’s remunera�ons

To elect members of the Audit Commi�ee

To fix remunera�on of Directors.

SPECIAL BUSINESS

I/We


Our Loca�ons


Ikeja15 Aromire Street, Ikeja,Lagos.

Ifako- Gbagada1 Omobule Street, Ifako B/stop,Oworonsoki-Ogudu Expressway,Ifako- Gbagada,Lagos.

Festac 32/34 Old Ojo Road, Amuwo Kuje, Mazamaza,Lagos.

Mushin 280 Agege Motor Road,Olorunsogo Bus stop, Mushin,Lagos.

Ibadan Opposite Bishop Philips Academy, Iwo Road, Ibadan.

Ilorin 221 Ibrahim Taiwo Road,By Oko-Erin Junc�on, Ilorin.

Akure 131 Oyemekun Road, Akure. Benin45 Muritala Muhammed Way,Benin City.

Warri I80 Effurun-Sapele Road, Warri.

Warri II300A Effurun Sapele Road, Refinery Junc�on, Warri.

Abuja (Gwarimpa)Anfara Plaza, Suite Ff6, Opp. IBB Polo Club, Gwarimpa, Abuja.

Abuja (Karu) Plot MF 6 Opposite Water Board, By Noble High Academy, Karu, Abuja.

Kaduna 8 & 9 Cons�tu�on Road, Kaduna

Kano83 Ibrahim Taiwo Road,Oceanic Bank Compound, Kano.

Jos 40 Murtala Muhammed Way, Jos.

Abuja (Zone 5)Sheik Tijani Plaza, Opposite Ibro Hotel, Off Michael Okpara Street, Zone 5, Wuse, Abuja.

Onitsha 91 Limca Road,Nkpor Junc�on, Onitsha.

Abuja ( Zone 3)Shop 23 Wuse Shopping Centre,Maputo Str. Zone 3, Wuse, Abuja.

Sokoto 30 Ahmadu Bello Way, Sokoto.

Sandtex House105A Adeniyi Jones, Avenue, Ikeja P.M.B. 21782, Ikeja, Lagos. (234) 01 – 631 1271 0817 729 [email protected]/sandtexpaints @sandtex paints/sandtexpaintswww.portlandpaintsng.com

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