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CONTENTS PAGECorporate Information 2Notice of Annual General Meeting 3Result at a Glance 4Members of the Board of Directors 5Report of the Directors 7Corporate Governance Report 9Statement of Directors’ Responsibilities 11Report of the Audit Committee 12Independent Auditors’ Report 13Consolidated Statement of profit or loss and other comprehensive income 15Consolidated Statement of Financial position 16Consolidated Statement of changes in Equity 18Consolidated Statement of Cash Flows 19Notes to the Consolidated Financial Statements 21Consolidated Statement of Value Added 71Five-Year Financial summary 72Notes 74e-Dividend Activation Form 77Proxy Form 79

2SWAP Technologies & Telecomms Plc. 2015 Annual Report & Accounts

DIRECTORS: Adokpaye Godwin - Chairman Titilayo Olatunde - Vice Chairman Kesavan Madhavarao (Indian) - Ag.Group Chief Executive Officer Ogunlesi Ade Soyoye Funso

COMPANYSECRETARY: A.K. Nominees Management Services Limited 18, Otunba Adedoyin Ogungbe Crescent Off Omorinre Johnson Street Lekki Phase 1, Lagos

CORPORATE AND ADDRESS: Plot 1, Block 128b, New Creation Street Off Remi Olowude Way Lekki Phase 1, Lagos

REGISTEREDOFFICE: Plot 1, Block 128b, New Creation Street Off Remi Olowude Way Lekki Phase 1, Lagos

LEGAL ADVISERS: Adeniji Kazeem & Co. 18, Otunba Adedoyin Ogungbe Crescent Off Omorinre Johnson Street Lekki Phase 1, Lagos

FINANCIAL ADVISERS: PAC Capital Plc 8A, Elsie Femi Pearse Street Victoria Island, Lagos

REGISTRAR: PAC Registrars Limited 122, Bode Thomas Street Surulere, Lagos.

AUDITORS: Ernst & Young Yinka Adesanya & Co (Chartered Accountants) (Chartered Accountants) UBA Building NACCIMA Building 10th and 13th Floor 8A, Oba Akinjobi Road, GRA 57 Marina Ikeja, Lagos Lagos

BANKERS: African Import – Export Bank (Afrexim bank) First Bank of Nigeria Limited Diamond Bank Plc

CORPORATE INFORMATION

3SWAP Technologies & Telecomms Plc.2015 Annual Report & Accounts

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Annual General Meeting of SWAP Technologies & Telecomms Plc (the “Company”) will be held on 12th day of June, 2018 at The Peninsula Hotel & Towers, Lekki-Epe Expressway,

after Lekki Phase 1 Roundabout, (beside Bras Motors) Lekki, Lagos at 11 am, to transact the following business:

ORDINARY BUSINESS1. To receive the audited financial Statements for the year ended 30th June 2013 and the Chairman’s,

Directors’ and auditors’ report thereon.2. To receive the audited financial Statements for the year ended 30th June 2014 and the Chairman’s,



Directors’ and auditors’ report thereon.5. To elect/re-elect Directors.6. To fix the remuneration of Directors. 7. To appoint Auditors to the Company8. To authorize Directors to fix the remuneration of the Auditors.9. To elect/re-elect members of the Audit Committee.

SPECIAL BUSINESSTo consider and if thought fit, pass the following resolution as a Special resolution:

1. The change of the Company’s name from SWAP Technologies & Telecomms Plc to SWAP Plc

Dated this 21st day of May, 2018

AK NOMINEES Registered Office:Company Secretaries Plot 1, Block 128B, New Creation Street1B, Adedoyin Ogungbe Street Off Remi Olowude WayOff Omorinre Johnson Street Lekki Phase 1, Lagos.Lekki Phase 1, Lagos.

NOTES:1. PROXY: A member of the company entitled to attend and vote at the Annual General Meeting is entitled to

appoint a proxy in his/her stead. A proxy needs not be a member of the Company. All instruments of proxy should be duly stamped by the commissioner of Stamp Duties and deposited at the Registrar’s Office, PAC Registrars Limited - 122, Bode Thomas Street, Surulere, Lagos not later than 48 hours before the time for holding the meeting. A corporate body being a member of the company is required to execute a proxy under seal.

2. CLOSURE OF REGISTER OF MEMBERS AND TRANSFER BOOKS: The Register of Members and Transfer Books of the Company will close on June 2, 2018 to facilitate the

preparation of the Register for the AGM by the Registrars.


Group Company 2015 2014 2015 2014 ’000 ’000 ’000 ’000Revenue 3,968,600 3,450,538 3,483,539 2,936,066

Loss before taxation (12,857,608) (5,607,468) (12,718,441) (5,327,863)Taxation 1,650 11,660 (7,736) (7,068)

Loss after taxation (12,855,958) (5,595,808) (12,726,177) (5,334,931)Other comprehensive income 562 3,272 (5,562) (831)

Total Comprehensive income (12,855,396) (5,592,536) (12,731,739) (5,335,762)

Total Assets 15,024,587 16,468,686 15,128,252 16,435,483

Net Liabilities (27, 204,232) (14,348,836) (26,479,836) (13,748,097)

Shareholders’ funds (27, 204,232) (14,348,836) (26,479,836) (13,748,097) Issued and fully paid share capital 1,352,689 1,352,689 1,352,689 1,352,689Loss per share (475k) (207k) (470k) (197k)Net (Liabilities)/Assets per share (1,006k) (530k) (979k) (508k)

RESULT AT A GLANCEFor The Year Ended 30 June 2015

Members ofthe Board

of Directors


BOARD OF DIRECTORS

GODWIN T. S. ADOKPAYE - ChairmanMr Adokpaye holds a B.A. Honours degree in Classics from the University of Ibadan. He worked with Mobil Oil Nigeria Plc from 1959 and rose through the ranks before finally retiring from an executive position in December 1984. He is on the board of FCMB Bank Plc and is currently the Chairman of the Bank’s Audit Committee. He is also the chairman of First Capital Trust Limited.

OLATUNDE TITILAYO - Group Vice ChairmanMr. Titilayo is a graduate of Electrical and Electronics Engineering (B.Sc. degree) from the Obafemi Awolowo University, Ile Ife. He has over the past 20 years gained wide experience in sectors like engineering, consulting, banking and Telecomms. He also has an MBA degree from IESE Business School, Barcelona. He is on the Board of Nigerian American Chambers of Commerce and a member of Institute of Directors (IOD).

ADEGBOLA OGUNLESIMr. Ogunlesi is a successful entrepreneur. He manages Sofisticat Limited and Skin Beauty Limited, a successful manufacturing outfit in Lagos. He obtained his first degree from University of Lagos and an MBA from IESE Business School in Barcelona. He has over 20 years of experience in Business Management.

EMMANUEL OLUFUNSO SOYOYEMr. Soyoye holds a Masters (M.Sc.) degree in Finance from the University of Lagos and a Bachelors degree (Upper Honors) in Business Administration from Ogun State University. He is an alumnus of the Lagos Business School (CEP18) and other Management Development Programs at IESE Business School, IMD Laussane and Management Center Europe. He has over 20 years in Corporate Strategy, Finance and Business Development. He is the Managing Director and Chief Executive Officer of Pebnic Ventures Limited.


The directors present their report on the state of affairs of Swap Technologies and Telecomms Plc (“the Company”) together with the consolidated audited financial statements for the year ended 30 June 2015.

PRINCIPAL ACTIVITIESThe principal activities of the Company are the provision of infrastructure sharing (co-location) services, turnkey site deployment and cell site management services to the telecoms industry.

STATE OF AFFAIRSIn the opinion of the Directors, the State of the Company’s affairs is satisfactory and all events occurring after the balance sheet date have been adequately disclosed in the financial statement.

LEGAL STATUSThe company was incorporated in 2003 as a private Limited Liability Company in Nigeria and became a Plc in 2008.

RESULT FOR THE YEAR 30 June 2015 30 June 2014 Group Company Group Company ’000 ’000 ’000 ’000Revenue 3,968,600 3,483,539 3,450,538 2,936,066

Loss before taxation (12,857,608) (12,718,441) (5,607,468) (5,327,863)Taxation 1,650 (7,736) 11,660 (7,068)

Loss after taxation (12,855,958) (12,726,177) (5,595,808) (5,334,931)Other comprehensive income 562 (5,562) 3,272 (831)

Total Comprehensive income (12,855,396) (12,731,739) (5,592,536) (5,335,762)

The directors do not recommend the payment of dividend during the year.

FUTURE DEVELOPMENTSThe company intends to carry on fulfilling its objectives as stated in the Memorandum and Articles of Association.

DIRECTORSThe names of Directors at the date of this report and of those who held office during the year are as follows:

Adokpaye Godwin - ChairmanTitilayo Olatunde - Vice ChairmanKesavan Madhavarao (Indian) - Ag. Group Chief Executive OfficerOgunlesi AdeSoyoye Funso

REPORT OF THE DIRECTORSFor The Year Ended 30 June 2015


DIRECTORS’ INTERESTSi. Ordinary sharesDirector Direct Indirect Total %Adokpaye Godwin 6,428,571 - 6,428,571 0.24Titilayo Olatunde - 1,322,368,000 1,322,368,000 48.88Ogunlesi Adegbola 5,000,000 - 5,000,000 0.18Soyoye Funso 2,500,000 400,000 2,900,000 0.11

13,928,571 1,322,768,000 1,336,696,571 49.41

ii. ContractsNone of the Directors has notified the Company for the purpose of section 277 of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004, of any discloseable interest in contracts with which the Company is involved as at 30 June 2015.

BENEFICIAL OWNERSHIPNo single shareholder other than the under listed held 5% or more of the issued and fully paid share capital of the Company as at 30 June 2015.

Shareholder No. of Shares Percentage HeldSWAP Associate Limited 1,322,368,000 48.88Keystone Bank Limited 230,000,000 8.50PAC Capital Nominees 200,000,000 7.39

EMPLOYMENT OF PHYSICALLY CHALLENGED PERSONNo physically challenged person was employed by the Company during the year. It is the Company’s policy to consider physically challenged persons for employment if academically and medically qualified.

HEALTH, SAFETY AND WELFARE AT WORK OF EMPLOYEESHealth and safety regulations are in force within the premises and sites of the Company. The Company provides or subsidise transportation, lunch and medical facilities to all levels of employees.

EMPLOYEES’ INTEREST AND TRAININGThe company places a high premium on consultation with employees on matters affecting them. In addition, formal channels of communication are employed in keeping staff abreast of various factors affecting the performance of the Company.

The company organizes in-house training for its members of staff, and overseas courses are arranged when necessary.

AUDITORSThe auditors, Messrs Ernst & Young and Yinka Adesanya & Co, have indicated their willingness to continue in office as auditors in accordance with Section 357 (2) of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004.

February 1, 2018

REPORT OF THE DIRECTORS – continuedFor The Year Ended 30 June 2015


CORPORATE GOVERNANCE REPORT For the Year Ended 30 June 2015

SWAP Technologies and Telecomms Plc has continued in its commitment to ensuring that it takes account of and complies with the principles of good corporate governance. SWAP recognizes that good corporate governance is an important but distinct task from management. The Board of SWAP recognizes the place of good corporate governance in ensuring that the pursuit of the Company’s purpose is undertaken in a manner that effectively promotes the long term interest of the Company’s stakeholders. Corporate Governance is overseen by the Company’s Board of Directors while the day to day management is delegated to the Chief Executive Officer.The Securities and Exchange Commission Code of Best Practices on corporate governance, the Nigerian Communications Commission regulations (including the Client Code of Practice), Nigerian Environmental Standards and Regulations Enforcement Agency guidelines, Local Governments, States and Federal Laws and the general principles of corporate social responsibility are some of the basis on which our corporate governance ideals rest.

GOVERNANCE STRUCTUREShareholdersThe shareholders are the highest decision-making body of SWAP, subject to the Company’s Memorandum and Articles of Incorporation, Company and Allied Matters Act and any other applicable legislation. Attendance of the Company’s Annual General Meeting (AGM), held once in a year (with a break in the past four years due to operational challenges), is open to shareholders and their proxies; with proceedings monitored by members of the press, representatives of Securities and Exchange Commission and Corporate Affairs Commission.

The BoardThe Board recognizes its separate and unique role as the link in the chain of authority between the shareholders and the Company’s Executive Management. The ultimate responsibility for governance rests with the Board of Directors of the Company, whose duty it is to ensure that appropriate controls, systems and practices are in place.

The Board during the 2015 financial year comprised of 4 members including the Chairman, the Vice Chairman and 2 Non-executive Directors. The position of the Chairman and the Managing Director are separate and distinct. With one executive director on the board, the Company’s Code of Corporate Governance provides for more non-executive directors of such calibre as to make constructive contributions and for their views to carry significant weight in the board’s deliberations. There is no shadow or alternate director and independent thought is brought to bear on the decisions of the board.

The Board ensures that the activities of the company are executed within the applicable regulatory frameworks at all times. The responsibilities of the Board include;

• Defining the company’s business strategy and objectives;• Considering and approving annual budgets, monitoring performance and ensuring that the company is a going

concern;• Formulating risk policies and making decisions on the establishment of foreign subsidiaries;• Assume ultimate responsibility for financial, operational and internal systems of control and ensure adequate

reporting on these by management

To maintain effective control over the company affairs and monitor the executive and management, the board meets quarterly and not less than once in a quarter as may be required by circumstances. The Board met over 4 times during the course of this financial year.

One of the features of the manner in which the board operates is the role played by board committees, which facilitate the discharge of board responsibilities.

The Standing CommitteesThe Board presently carries out its oversight functions through 2 standing committees namely: the Audit Committee and the Finance and General Purpose Committee. Each of these committees has a charter that clearly defines its purpose, composition, and structure, frequency of meeting, duties, tenure and reporting lines to the board.


The composition and structure of these committees are shown below.

Board Finance and General Purpose CommitteeThe Committee acts on behalf of the Board on all matters relating to management and reports to the Board for approval and ratification. The members are as follows:

Funso Soyoye - ChairmanOlatunde Titilayo - Member

Responsibilities• The Committee is responsible for review and recommendation to the Board for approval of projects,

long term investments, contracts and purchases that entail major financial commitments on the part of the Company.

• To review, consider and make appropriate recommendations to the board on the general economic conditions as it could affect the fortunes of the company

• Review and make recommendations to the Board on the financing aspects of major capital commitments.

Board Audit CommitteeEstabilshed in compliance with section 359 (6) of the Companies and Allied Matters Act, 1990, the committee whose membership is stated below is, as specified by the Code of Corporate Governance, chaired by a Shareholder.

Kayode Abayomi - ChairmanFunso Soyoye - MemberIgbasanmi John - Member (Died April 15, 2015)

The Company’s Chief Financial Officer and Head of Internal Audit have access and make quarterly presentations to the Committee. The Committee met 2 times during the 2015 financial year.

Responsibilities• Review the scope and results of the audit and the cost effectiveness, independence and objectivity of the

internal and external auditors• Review all issues relating to accounting and financial control practices of the Company• All such matters as are reserved to the Audit Committee by the Companies and Allied Matters Act.

The Board is presently considering creation of a Risk Management Committee towards enhancing the management standards of the Company’s level of exposure.

Directors’ AttendanceThe table below shows the frequency of meetings of the Board of Directors, board committees, and members’ attendance at these meetings, during the year under review

DIRECTORS Full Board Meeting Fin & G.P Comm Audit CommitteeNumber of Meetings 4 3 2Godwin Adokpaye 4 N/A N/A Olatunde Titilayo 4 3 N/A Adegbola Ogunlesi 4 N/A N/A Funso Soyoye 4 3 2

CORPORATE GOVERNANCE REPORT For the Year Ended 30 June 2015


The Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004, requires the Directors to prepare consolidated 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 responsibilities include ensuring that the company:

a) keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Company and comply with the requirements of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004 and Financial Reporting Council of Nigeria Act No 6, 2011.

b) establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other irregularities; and

c) prepares its consolidated financial statements using suitable accounting policies supported by reasonable and prudent judgments and estimates, and are consistently applied.

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

The directors are of the opinion that the consolidated financial statements give a true and fair view of the state of the financial affairs of the Company and of its financial performance for the year ended 30 June 2015. The directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial control.Nothing has come to the attention of the directors to indicate that the company will not remain a going concern for at least twelve months from the date of this statement.

Titilayo Olatunde Soyoye FunsoDirector DirectorFRC/2013/IODN/2684 FRC/2013/IODN/2643February 1, 2018 February 1, 2018

STATEMENT OF DIRECTORS’ RESPONSIBILITIESFor The Year Ended 30 June 2015


REPORT OF THE AUDIT COMMITTEEFor the year ended June 30, 2015

To Members of SWAP Technologies & Telecomms Plc

In accordance with the provision of Section 359(6) of the Companies & Allied Matters Act CAP C20 Laws of the Federation of Nigeria 2004, we members of the Audit Committee hereby report as follows:

• That the scope and planning of the audit were adequate in our opinion;• That the accounting and reporting policies of the Company conformed with statutory requirements and

ethical practices;• That the internal control was being constantly and efficiently monitored;• That the Joint External Auditors’ management report received satisfactory response from Management

Dated February 1, 2018

KAYODE ABAYOMIChairman, Audit Committee

Members of the CommitteeChief Kayode Abayomi - ChairmanMr Olufunso Soyoye - Non Executive Director


Report on the consolidated financial statementsWe have audited the accompanying consolidated financial statements of Swap Technologies and Telecomms Plc and its subsidiaries, which comprise the consolidated statement of financial position as at 30 June 2015, the consolidated statement of comprehensive income, consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Directors’ responsibility for the financial statementsThe company’s directors are responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the International Financial Reporting Standards, provisions of the Companies and Allied Matters Act CAP C20 Laws of the Federation of Nigeria 2004 and in compliance with the Financial Reporting Council Act, No 6 2011, and for such internal control as the directors determines necessary to enable the preparation of consolidated financial statements that are free from material misstatements, whether due to fraud or error.

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

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

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

OpinionIn our opinion, the financial statements give a true and fair view of the financial position of SWAP Technologies and Telecomms Plc as at 30 June 2015 and its financial performance and its cash flows for the year then ended in accordance with the International Financial Reporting Standards, provisions of the Companies and Allied Matters Act, CAP C20 Laws of the Federation of Nigeria 2004 and in compliance with the Financial Reporting Council of Nigeria Act, No 6 2011.

Emphasis of MatterWithout qualifying our opinion, we draw attention to Note 40 to the financial statements which indicates that the Company made a net loss of N12.72billion (2014: N5.34 billion) while the group made a net loss of N12.85 (2014:N5.6billion).As at that date, the Company current liabilities exceeded its current assets by N32.11billion

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERSOF SWAP TECHNOLOGIES AND TELECOMMS PLC

Ernst & YoungUBA Building10th & 13th Floor57, Marina Lagos, Nigeria.

Tel: +234 (01) 463 0479 / 80Fax: +234 (01) 463 0481ey.com

NACCIMA HOUSE8A, Oba Akinjobi Road, GRA, Ikeja.P. O. Box 9131, Ikeja, Lagos.Tel: 08023125682, 07051438246E-mail: [email protected]@yahoo.com [email protected]: www.yinkaadesanya.com


(2014: N15.30billion) while the group current liabilities exceeded the current asset by N32.30billion (2014:N16.12 billion) and the Company’s total liabilities exceeded total assets by N26.48billion (2014: N13.75billion) while the group total liabilities exceeded the total asset by N27.20 billion (2014:N14.35biilion). These conditions, along with other matters indicate the existence of a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern.

Report on Other Legal and Regulatory RequirementsIn accordance with the requirement of Schedule 6 of the Companies and Allied Matters Act, CAP C20, Laws of the Federation of Nigeria 2004, we confirm that:

i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii) in our opinion, proper books of account have been kept by the Company and its subsidiaries, so far as appears from our examination of those books, and proper returns adequate for the purposes of our audit have been received from branches not visited by us; and

iii) the Group’s consolidated statement of financial position and consolidated statement of comprehensive income are in agreement with the books of account;

Maureen Ogodo Adeyinka Adesanya FRC/2012/ICAN/00000000142 FRC/2014/ICAN/00000001215 For Ernst & Young For Yinka Adesanya & Co Lagos, Nigeria Lagos, Nigeria !3 March 2018 !3 March 2018

Ernst & YoungUBA Building10th & 13th Floor57, Marina Lagos, Nigeria.

Tel: +234 (01) 463 0479 / 80Fax: +234 (01) 463 0481ey.com

NACCIMA HOUSE8A, Oba Akinjobi Road, GRA, Ikeja.P. O. Box 9131, Ikeja, Lagos.Tel: 08023125682, 07051438246E-mail: [email protected]@yahoo.com [email protected]: www.yinkaadesanya.com

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERSOF SWAP TECHNOLOGIES AND TELECOMMS PLC


Group CompanyNotes 2015 2014 2015 2014

N’000 N’000 N’000 N’000

Revenue 5 3,968,600 3,450,538 3,483,539 2,936,066Cost of sales 6 (3,407,979) (3,059,604) (3,135,582) (2,865,793)

Gross Profit 560,621 390,934 347,957 70,273Other operating income 7 19,208 78,145 16,377 64,319Employee benefit expenses 8 (208,808) (253,112) (75,123) (94,751)Depreciation & amortisation 9 (1,541,388) (1,727,716) (1,514,202) (1,693,185)Other operating expenses 10 (7,244,279) (1,039,686) (7,102,458) (676,797)

Operating Profit (8,414,646) (2,551,435) (8,327,449) (2,330,141)Finance income 11 1,248 11,538 1,141 8,034Finance cost 12 (4,444,210) (3,067,571) (4,392,133) (3,005,756)

Loss before income tax (12,857,608) (5,607,468) (12,718,441) (5,327,863)Income tax expense 13.1 1,650 11,660 (7,736) (7,068)

Loss after taxation (12,855,958) (5,595,808) (12,726,177) (5,334,931)

Other comprehensive income Other comprehensive income not to be reclassified to profit or loss in subsequent periods (net of tax):

Remeasurement (loss)/gains 30 (10,087) 4,208 (5,562) (831)Other comprehensive income to be reclassified to profit or loss in subsequent periods :Exchange differences on translation of foreign operations 10,649 (936) - -

Total comprehensive income forthe year, net of tax (12,855,396) (5,592,536) (12,731,739) (5,335,762)

Basic and Diluted Earnings per share (kobo) 34 (475) (207) (470) (197)

See notes to the financial statements

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFor The Year Ended 30 June 2015


Group CompanyNotes 30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14

N 000 N 000 N 000 N 000Non-current assetsProperty, plant and equipment 14 10,653,029 11,972,043 10,611,856 11,908,421Investment properties 15 400,000 400,000 400,000 400,000Deferred tax assets 13.3 64,020 55,915 - -Intangible assets 16 2,398 6,510 2,398 6,510Investment in Subsidiaries 17a - - 484,707 484,707Prepayments 18 946,100 1,023,655 946,100 1,023,655Available for sale investment 19 191,555 184,600 191,555 184,600Loan receivables 20a 9,087 155,187 71,505 217,605

12,266,189 13,797,910 12,708,121 14,225,498

Current assetsInventories 21 227,960 264,331 120,269 152,030Trade and other receivables 20b 1,907,601 1,687,655 1,728,350 1,430,208Held to maturity 22 - 12,528 - -Other current assets 23 462,162 640,758 425,275 574,106Cash and short-term deposits 24 160,675 65,504 146,237 53,641

2,758,398 2,670,776 2,420,131 2,209,985

Total assets 15,024,587 16,468,686 15,128,252 16,435,483

Equity and liabilitiesEquity Issued capital 25.1 1,352,689 1,352,689 1,352,689 1,352,689Share premium 25.2 2,953,228 2,953,228 2,953,228 2,953,228Retained earnings (31,514,300) (18,648,255) (30,785,753) (18,054,014)Foreign currency translation reserve 4,151 (6,498) - -

Total equity (27, 204,232) (14, 348,836) (26,479,836) (13,748,097)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION As At 30 June 2015


Group CompanyNotes 30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14

N 000 N 000 N 000 N 000Non-current liabilitiesInterest-bearing loans and borrowings 26a 6,960,061 12,514,918 6,903,661 12,514,918Finance lease liabilities 29 - 4,422 - 4,422Employee benefit liability 30 44,446 46,131 22,221 20,498Decommissioning liabilities 31 151,361 134,318 151,361 134,318Deferred tax liabilities 13.4 8,966 11,268 - -

7,164,834 12,711,057 7,077,243 12,674,155

Current liabilitiesTrade and other payables 32 11,598,990 6,272,926 11,159,098 5,876,786Interest-bearing loans and borrowings 26b 23,444,440 11,793,487 23,352,951 11,594,064Finance lease liabilities 29 4,072 20,251 4,072 20,251Income tax payable 13.6 16,483 19,801 14,724 18,324

35,063,985 18,106,465 34,530,845 17,509,425

Total liabilities 42,228,819 30,817,522 41,608,088 30,183,580

Total equity and liabilities 15,024,587 16,468,686 15,128,252 16,435,483

Approved by the Board of Directors on February 1, 2018 and signed on its behalf by:

Olatunde Titilayo Funso Soyoye Abiodun Oke Director Director Chief Financial OfficerFRC/2014/IODN/00000002684 FRC/2014/IODN/00000002643 FRC/2014/ICAN/00000002641

See notes to the financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION As At 30 June 2015


Group

Issued Share

CapitalShare

premium

Foreign currency

translation reserve

Retained Earnings Total Equity

N 000 N 000 N 000 N 000 N 000As at 1 July 2014 1,352,689 2,953,228 (6,498) (18,648,255) (14,348,836)Loss for the year - - - (12,855,958) (12,855,958)Other comprehensive income - - 10,649 (10,087) 562

At 30 June 2015 1,352,689 2,953,228 4,151 (31,514,300) (27,204,232) As at 1 July 2013 1,352,689 2,953,228 (5,562) (13,056,655) (8,756,300)Loss for the year - - - (5,595,808) (5,595,808)Other comprehensive income - - (936) 4,208 3,272

At 30 June 2014 1,352,689 2,953,228 (6,498) (18,648,255) (14,348,836)

Company

Issued Share

CapitalShare

premium

Foreign currency

translation reserve

Retained Earnings Total Equity

N 000 N 000 N 000 N 000 N 000

As at 1 July 2014 1,352,689 2,953,228 - (18,054,014) (13,748,097)Loss for the year (12,726,177) (12,726,177)Other comprehensive income - (5,562) (5,562)

At 30 June 2015 1,352,689 2,953,228 (30,785,753) (26,479,836)

As at 1 July 2013 1,352,689 2,953,228 - (12,718,252) (8,412,335)Loss for the year (5,334,931) (5,334,931)Other comprehensive income - (831) (831)

At 30 June 2014 1,352,689 2,953,228 (18,054,014) (13,748,097)


CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor The Year Ended 30 June 2015



N 000 N 000 N 000 N 000Operating activities Loss before tax (12,857,608) (5,607,468) (12,718,441) (5,327,863)Adjustments to reconcile loss before tax to net cash flows:

Depreciation & amortization 9 1,541,388 1,727,716 1,514,202 1,693,185Net benefit expense 30 13,601 14,668 6,455 7,040Finance income 11 (1,248) (11,538) (1,141) (8,034)Fair value adjustment of investment properties

15 - (40,000) - 40,000

Amortisation of employee loan - 1,346 - 1,346Impairment of available for sale - (39,300) - (39,300)

Increase in available for sale investment 19(6,955)

- (6,955) -

Transfer of property, plant and equipment 14 2,598 - 2,598 -Movement in provisions 17,043 14,802 17,043 14,802Finance cost 12 4,427,167 3,013,469 4,375,090 2,951,654Loss on disposal of property, plant & Equipment

35,271 30,997 35,271 30,997

Foreign exchange differences 6,185,918 (11,102) 6,147,629 -

Working capital adjustments: Decrease in inventories 36,371 119,699 31,761 108,146(Increase)/decrease in trade and other receivables

(7,628) 348,724 (231,922) 326,616

Decrease in other current assets 178,596 79,715 148,830 44,207Increase in trade and other payables 5,326,064 2,569,910 5,282,315 2,491,489

Employee benefit paid 30 (32,209) (6,276) (10,294) (6,276)Income tax paid 13.6 (897) 4,517 - -

Net cash flows from operating activities 4,857,472 2,209,879 4,592,441 2,328,009


CONSOLIDATED STATEMENT OF CASH FLOWSFor The Year Ended 30 June 2015



N 000 N 000 N 000 N 000Cashflows from investing activitiesPurchase of PPE 14 (292,233) (627,485) (286,129) (601,634)Proceed from sale of PPE 36,231 221,812 34,733 216,206Proceeds from sale of financial instruments 12,526 7,019 - -Interest received 11 1,248 11,538 1,141 7,261Dividend income 19 6,955 - - -

Net cash utilized by investing activities (235,273) (387,116) (250,255) (378,167)

Financing activitiesInterest & similar charges on loans 12 (4,427,167) (3,013,469) (4,375,090) (2,951,654)Loan received 74,140 834,510 146,100 376,870Loan repayment (5,017) (585,450) - (72,311)Finance lease received - 36,365 - 36,365Finance lease payment (20,601) (20,230) (20,600) (20,230)

Net cash flows (used in) financing activities (4,378,645) (2,748,274) (4,249,590) (2,630,960)

Net increase / (decrease) in cash and cash equivalents 243,554 (925,512) 92,596 (681,118)Net foreign exchange difference (383) (48,513) - -Cash and cash equivalents at 1 July (114,949) 859,076 53,641 734,759

Cash and cash equivalents at 30 June 24 128,222 (114,949) 146,237 53,641


CONSOLIDATED STATEMENT OF CASH FLOWS - ContinuedFor The Year Ended 30 June 2015


1 Corporate information The consolidated financial statements of Swap Technologies and Telecomms Plc and its subsidiaries

(collectively, the Group) for the year ended 30 June 2015 were authorised for issue in accordance with a resolution of the directors on February 1, 2018. Swap Technologies and Telecomms Plc (the Group or the parent) is a Public limited liability Group incorporated and domiciled in Nigeria. The registered office is located at Remi Olowude Way,Lekki Phase 1, Lagos. The Group is principally engaged in the provision of infrastructure sharing (co-location) services, turnkey site deployment and cell site management services to the telecoms industry. Information on the Group’s structure and other related party relationships of the Group is provided in Note 33.

2.1 Basis of preparation The consolidated financial statements of Swap Technologies and Telecomms Plc and all of its subsidiaries (the

“Group”) have been prepared in compliance with IFRS.

The consolidated financial statements were authorized by the Board of Directors on February 1, 2018.

The consolidated financial statements are presented in Naira and all values are rounded to the nearest thousand except when otherwise indicated.

2.2 Basis of consolidation “The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as

at 30 June 2015. Subsidiaries are fully consolidated from the date of incorporation of Swap Technologies and Telecomms Plc, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent Group, using consistent accounting policies. All intra-group balances, transactions and unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full.

Where the ownership of a subsidiary is less than 100%, and therefore a non-controlling interest exists, the non controlling interest are allocated their share of the total comprehensive income of the period, even if that results in a deficit balance.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

• Derecognises the assets and liabilities of the subsidiary• Derecognises the cumulative translation differences, recorded in equity • Recognises the fair value of the consideration received • Recognises the fair value of any investment retained • Recognises any surplus or deficit in profit or loss.• Reclassifies the parent’s share of components previously recognised in other comprehensive income to

profit or loss or retained earnings, as appropriate.

2.3 Summary of significant accounting policies The following are the significant accounting policies applied by the Group in preparing its consolidated financial

statements:

2.3.1 Foreign currencies The Group’s consolidated financial statements are presented in Naira which is also the parent company’s

functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and has elected to recycle the gain or loss that arises from this method.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Transactions and balances “Transactions in foreign currencies are initially recorded by the Group entities at their respective functional

currency spot rate at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange ruling at the reporting date.

Differences arising on settlement or translation of monetary items are recognised in profit or loss

“Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. 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 translation of non-monetary items measured at fair value is treated in line with the recognition of gain or loss on change in fair value in the item (i.e. the translation 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, respectively).

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date”

Group companies On consolidation, the assets and liabilities of foreign operations are translated into Naira at the rate of

exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions.

The exchange differences arising on the translation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in profit or loss.”

2.3.2 Current versus non-current classification The Group presents assets and liabilities in statement of financial position based on current/non-current

classification. An asset is current when it is:

i. Expected to be realised or intended to be sold or consumed in a normal operating cycleii. Held primarily for the purpose of tradingiii. Expected to be realised within twelve months after the reporting period, oriv. Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least

twelve months after the reporting period

All other assets are classified as non-current liability when:i. I. It is expected to be settled in normal operating cycleii. II. It is held primarily for the purpose of tradingiii. III. It is due to be settled within twelve months after the reporting period, oriv. IV. There is no unconditional right to defer the settlement of the liability for at least twelve months after

the reporting date

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.



2.3.3 Fair value measurement The Group measures financial instruments, such as, available-for-sale financial instruments and non-financial

assets such as investment properties, at fair value at the end of each reporting period. Also, fair values of financial instruments (loans and receivables) measured at amortised cost using the effective interest rate method are disclosed in Note 27.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

i. In the principal market for the asset or liability, orii. In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that the market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fairvalue measurement as a whole:

Level 1 — quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

External valuers are involved for valuation of significant assets, such as properties, and significant liabilities, such as contingent consideration. Involvement of external valuers is decided upon annually by management. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.



2.3.4 Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and

the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty. The Group has concluded that it is the principal in all of its revenue arrangements since it is the primary obligor in all the revenue arrangements, has pricing latitude and is also exposed to inventory and credit risks.

The specific recognition criteria described below must also be met before revenue is recognized. Sale of telecommunication support services The group provides services in respect of mobile and wired telecommunication infrastructure sharing,

colocation and providing managed services. For sale of managed services and sharing and leasing services, revenue is recognised in the accounting period in which the services are rendered by reference to the stage of completion based on the terms of each contract.

Revenue from construction contracts The group also engages in constructing towers and other related equipment for some of its customers.

Revenue corresponds to the initial amount of revenue agreed in the contract and any variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue, and they can be reliably measured. Contract revenue is measured at the fair value of the consideration received or receivable. The group recognises revenue based on the percentage of completion method. The percentage of completion is determined by reference to the proportion of cost incurred to date as against the estimated total cost of the contract.

Interest Income For all financial instruments measured at amortised cost and interest-bearing financial assets classified as

available-for-sale, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over 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 profit or loss.

Dividends Revenue is recognised when the Group’s right to receive the payment is established, which is generally when

shareholders approve the dividend. Rental income

Rental income arising from operating leases on investment properties is accounted for on a straight-line basis over the lease terms and is included in other income in profit or loss due to its operating nature.

2.3.5 Taxes Current income tax Current income tax assets and liabilities for the current period are measured at the amount expected to be

recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income.

An explanation of the relationship between tax expense (income) and accounting profit is provided using a numerical reconciliation between tax expense (income) and the product of accounting profit multiplied by the applicable tax rate(s). Income taxes expenses is the aggregate of the charge to the profit and loss account in respect of income tax, education tax and deferred tax. Education tax is computed at 2% of assessable profit.



Current income tax relating to items recognised directly in equity is recognised in equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax “Deferred tax is provided using the liability method on temporary differences between the tax bases of assets

and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, excepti. When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in

a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

ii. In respect of taxable temporary differences associated with investments in subsidiaries, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.”

“Deferred tax assets are recognised for all deductible temporary differences, they carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except

i. When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

ii. In respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

iii. The carrying amount of deferred tax assets is reviewed at each reporting 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 tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently if new information about facts and circumstances change. The adjustment is either treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognised in profit or loss.



Value added tax Expenses and assets are recognised net of the amount of value added tax, except:

• When the value added tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the value added tax is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable

• When receivables and payables are stated with the amount of value added tax included• The net amount of value added tax recoverable from, or payable to, the taxation authority is included as

part of receivables or payables in the statement of financial position.

2.3.6 Property, plant and equipment Property, plant and equipment (PPE) is stated at cost, net of accumulated depreciation and accumulated

impairment losses, if any. The initial cost of PPE comprises its purchase price and any costs directly attributable to bringing the asset into operation, the initial estimate of any decommissioning obligation, if any, and, for qualifying assets. Such cost also includes the cost of replacing component parts of the property, plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. The purchase price is the aggregate amount paid and the fair value of any other consideration given to acquire the asset. When significant parts of property, plant and equipment are required to be replaced at intervals, the Group de-recognises the replaced part, and recognises the new part with its own associated useful life and depreciation. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of plant and equipment as a replacement if the general recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. Refer to significant accounting judgments, estimates and assumptions (Note 4) and provisions (Note 32) for further information about the recorded decommissioning provision.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

% Buildings 2 Plant and machinery 25 Motor vehicles 25 Furniture and Fittings 25 Office/Site equipment 20 Towers 6.67 Generators and cooling systems 33 Back Up Power 50 Fence and Transformers 10 Leasehold towers 25

“An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.



2.3.7 Leases The determination of whether an arrangement is (or contains) a lease is based on the substance of the

arrangement at the inception date. The arrangement is assessed for whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

For arrangements entered into prior to 1 July 2012, the date of inception is deemed to be 1 July 2012 in accordance with IFRS 1 First-time Adoption of International Reporting Standards.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income.

Contingent rents are recognised as other income in the period in which they are earned.

Group as a lessee Finance leases that transfer to the Group substantially the entire risks and benefits incidental to ownership

of the leased item, are capitalised at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in profit or loss.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease payments are recognized as the operating expense in profit or loss on a straight line basis over the lease term.”

2.3.8 Borrowing costs “Borrowing costs directly attributable to the acquisition, construction or production of an asset that

necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Borrowing costs incurred on or after the date of transition (1 July 2012) for all eligible qualifying assets are capitalised. Borrowing costs are recognised in profit or loss. The Group has not capitalized any qualifying borrowing cost during the year ended 30 June 2015.

2.3.9 Investment properties “Investment properties are measured initially at cost, including transaction costs. Subsequent to initial

recognition, investment properties are stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the period in which they arise, including the corresponding tax effect. Fair values are determined based on an annual evaluation performed by an accredited external independent valuer by applying a valuation model recommended by the International Valuation Standards Committee.

Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition. Transfers are made to (or from) investment property only when there is



a change in use. For a transfer from investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value at the date of change in use. If owner-occupied property becomes an investment property, the Group accounts for such property in accordance with the policy stated under property, plant and equipment up to the date of change in use.

2.3.10 Intangible assets “Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets

acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.

Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period.

Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in profit or loss as part of administrative expense. Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from de-recognition 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 profit or loss when the asset is derecognised.

Research and development costs Research costs are expensed as incurred. Development expenditures on an individual project are recognized

as an intangible asset when the Group can demonstrate:

i. The technical feasibility of completing the intangible asset so that the asset will be available for use or saleii. Its intention to complete and its ability to use or sell the assetiii. How the asset will generate future economic benefitsiv. The availability of resources to complete the assetv. The ability to measure reliably the expenditure during developmentvi. The ability to use the intangible asset generated

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over the period of expected future benefit. During the period of development, the asset is tested for impairment annually.

2.3.11 Financial instruments – initial recognition and subsequent measurement A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or

equity instrument of another entity.



Financial assets Initial recognition All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair

value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. The financial assets of the Group are classified, at initial recognition, as loans and receivables and available-for-sale financial assets. The classification depends on the purpose for which the financial assets were acquired. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the settlement date, i.e., the date that the Group made payment for the purchase or sale of the asset.

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

Loans and receivables This category is the most relevant to the Group. Loans and receivables are non-derivative financial assets

with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method, less impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in profit or loss. The losses arising from impairment are recognised in profit or loss in other operating expenses. This category applies to due from related parties, staff loans, cash and bank and trade and other receivables.

Available-for-sale (AFS) financial investments AFS financial investments include equity investments. Equity investments classified as AFS are those that are

neither classified as held for trading nor designated at fair value through profit or loss.

After initial measurement, AFS financial investments are subsequently measured at fair value with unrealised gains or losses recognised in Other comprehensive income credited in the AFS reserve until the investment is derecognised, at which time the cumulative gain or loss is recognised in other operating income, or the investment is determined to be impaired, when the cumulative loss is reclassified from the AFS reserve to profit or loss in finance costs.

For presentation purposes the Group presents available-for-sale financial investments as a lump sum on the face of the financial statement with the analysis into different categories shown in the notes.

Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is

primarily derecognised (i.e. removed from the group’s consolidated statement of financial position) when:

i. The rights to receive cash flows from the asset have expired, or ii. The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation

to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred



asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of financial assets The Group assesses, at each reporting date, whether there is objective evidence that a financial asset or a

group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred ‘loss event’), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications 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 re-organisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

Financial assets carried at amortised cost

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

The amount of any impairment loss identified is measured as the difference between the assets’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original effective interest rate.

The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognized in profit or loss. Interest income (recorded as finance income in profit or loss) continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the Group. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a write-off is later recovered, the recovery is credited to finance costs in profit or loss.”

Available-for-sale (AFS) financial assets “For AFS financial investments, the Group assesses at each reporting date whether there is objective evidence

that an investment or a group of investments is impaired.

In the case of equity investments classified as AFS, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. ‘Significant’ is evaluated against the original cost of the investment and ‘prolonged’ against the period in which the fair value has been below its original cost. When there is evidence of impairment, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognised in profit or loss – is removed from OCI and recognised in profit or loss. Impairment losses on equity investments are not reversed through profit or loss; increases in their fair value after impairment are recognised in OCI.



Financial liabilities Initial recognition All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,

net of directly attributable transaction costs. The financial liabilities of the Group are mainly classified, at initial recognition, as other financial liabilities which include trade and other payables and loans and borrowings.

Subsequent measurement The measurement of financial liabilities depends on their classification, as described below:

Other financial liabilities “This is the category most relevant to the Group and they include interest-bearing loans and borrowings

and trade and other payables. After initial recognition, the financial liabilities are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in profit or loss.

The Group classifies its financial liabilities as current liabilities if payment is due within one year (or trade payable in the normal operating cycle of the business, if longer). If not, they are presented as non-current liabilities.

De-recognition “A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or

expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss.”

Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement

of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously

2.3.12 Inventories Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to

its present location and conditions are accounted for as follows: i. Raw materials: purchase cost ii. Finished goods and work in progress: cost of direct materials and labour and a proportion of

manufacturing overheads based on the normal operating capacity, but excluding borrowing costs.

The Group uses weighted average cost formula for its entire inventory. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

2.3.13 Impairment of non-financial assets “The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired.

If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount.



An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount.

A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognized in profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.”

2.3.14 Cash and Short term deposits Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and

short-term deposits with a maturity of three months or less.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts.

2.3.15 Provisions, contingent liabilities and contingent assets General Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past

event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in profit or loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. Provisions are not recognised for future operating losses. The Group discloses contingent liability where it is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. The Group also discloses contingent asset where it is a probable asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events. Contingent assets are recognised when they are virtually certain.



Decommissioning liability The Group records a provision for the cost of decommissioning and dismantling its telecommunication

towers on the leasehold land. The decommissioning may be done at the expiration of the lease agreements, the useful life of the towers, or based on management discretion. The provision is based on management’s best estimate of the cost of decommissioning and restoring the site, escalated at the relevant discount rate, average probability and inflation factor/ The Group estimates this provision using the current prices of existing technology as quoted by decommissioning experts, escalated at the relevant inflation factor. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability/the group’s current borrowing cost. Upon initial recognition, the associated asset retirement costs are capitalized as part of the cost of the towers in property, plant and equipment and a corresponding asset retirement and restoration liability is also recognised. The asset is depreciated in line with the depreciation policy of the relevant asset.

The unwinding of the discount is expensed as incurred and recognised in profit or loss as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.

2.3.16 Pensions and other post-employment benefits Defined Contribution Plans In line with the provisions of the Pension Reform Act 2004, the Company operates a defined contributory

staff pension scheme for all its employees. The Company and each employee contribute 7.5% of the employees’ annual insurable earnings (basic pay, transport and housing) to the scheme. Staff contributions to the scheme are funded through payroll deductions while the Company’s contributions are charged to profit and loss as administrative expense.

Defined benefit Plans The Company also operates an unfunded defined benefit plan, i.e. terminal gratuity scheme, which is based on

the number of years of services of the retiring personnel. The cost of providing benefits under the scheme is determined using the projected unit credit method.

Re-measurements, comprising of actuarial gains and losses and the return on plan assets (excluding net interest), are recognized immediately in the statement of financial position with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in profit or loss on the earlier of: I. The date of the plan amendment or curtailment, and II. The date that the Company recognises restructuring-related costs Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The

Company recognises the following changes in the net defined benefit obligation under ‘administrative expenses’ in consolidated statement of profit or loss:

i. Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements.

ii. Net interest expense or income.

The group has no termination benefit plan for its employees.



2.3.17 Dividend distribution The Group recognises a liability to make cash distributions to equity holders of the parent when the

distribution is authorised and the distribution is no longer at the discretion of the Company. A distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

3 Significant accounting judgements, estimates and assumptions The preparation of the Group’s consolidated financial statements requires management to make judgements,

estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the acGrouping disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

3.1 Judgements In the process of applying the Group’s accounting policies, management has made the following judgements,

which have the most significant effect on the amounts recognised in the financial statements: 3.1.1 Finance lease commitments — group as leesse The Company has entered into leases on its motor vehicles. The Company has determined, based on an

evaluation of the terms and conditions of the arrangements, such as the lease term constituting a substantial portion of the economic life of the motor vehicles, that it retains all the significant risks and rewards of ownership of these vehicles and accounts for the contracts as finance lease.

3.2 Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting

date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

A. Taxes Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit

will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.

B. Defined benefit plans (gratuity) The cost of the defined benefit gratuity plan are determined using actuarial valuations. An actuarial valuation

involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

In determining the appropriate discount rate, management considers the interest rates of government bond to correspond with the expected term of the defined benefit obligation. The rate of mortality used for employees are the rates published in the A49/52 Ultimate Tables, published jointly by the Institute and Faculty of Actuaries in the UK.”

C. Fair value measurement of financial instruments When the fair value of financial assets and financial liabilities recorded in the statement of financial position

cannot be measured based on quoted prices in active markets, their fair value is determined using valuation techniques including the Asset based model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values.



The judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments

D. Contingencies By their nature, contingencies will only be resolved when one or more uncertain future events occur or fail

to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.

E. Impairment of non-financial assets An impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable

amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions, conducted at arm’s length for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cashinflows and the growth rate used for extrapolation purposes. The key assumptions used to determine the recoverable amount for the different CGUs is disclosed in the Notes.

F. Provision for decommissioning As part of the construction cost of cell sites, the Group has recognised a provision for decommissioning

obligations. In determining the fair value of the provision, assumptions and estimates are made in relation to discount rates, the expected cost to dismantle and remove the factory from the site and the expected timing of those costs. The carrying amount of the provision as at 30 June 2015 was N151,631,000 (2014: N134,318,000) using a pre-tax discount rate of 17%.”

4a. Standards that became effective on 1 January 2016 The Group applied for the first time certain standards and amendments, which are effective for annual periods

beginning on or after 1 January 2016. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

The nature and the effect of these changes are disclosed below. Although these new standards and amendments applied for the first time in 2016, they did not have a material impact on the 2015 financial statements of the Group. The nature and the impact of each new standard or amendment is described below:

IFRS 14 Regulatory Deferral Accounts IFRS 14 is an optional standard that allows an entity, whose activities are subject to rate-regulation, to

continue applying most of its existing accounting policies for regulatory deferral account balances upon its first-time adoption of IFRS. Entities that adopt IFRS 14 must present the regulatory deferral accounts as separate line items on the statement of financial position and present movements in these account balances as separate line items in the statement of profit or loss and OCI. The standard requires disclosure of the nature of, and risks associated with, the entity’s rate-regulation and the effects of that rate-regulation on its financial statements. Since the Group is an existing IFRS preparer and is not involved in any rate-regulated activities, this standard does not apply.

Amendments to IFRS 11 Joint Arrangements: Accounting for Acquisitions of Interests The amendments to IFRS 11 require that a joint operator accounting for the acquisition of an interest in a

joint operation, in which the activity of the joint operation constitutes a business, must apply the relevant IFRS 3 Business Combinations principles for business combination accounting. The amendments also clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an additional interest in



the same joint operation if joint control is retained. In addition, a scope exclusion has been added to IFRS 11 to specify that the amendments do not apply when the parties sharing joint control, including the reporting entity, are under common control of the same ultimate controlling party.

The amendments apply to both the acquisition of the initial interest in a joint operation and the acquisition of any additional interests in the same joint operation and are applied prospectively. These amendments do not have any impact on the Group as there has been no interest acquired in a joint operation during the period.

4a. Standards that became effective on 1 January 2016 - continued Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortisation The amendments clarify the principle in IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets

that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is a part) rather than the economic benefits that are consumed through use of the asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets. The amendments are applied prospectively and do not have any impact on the Group, given that it has not used a revenue-based method to depreciate its non-current assets.

Amendments to IAS 16 and IAS 41 Agriculture: Bearer Plants The amendments change the accounting requirements for biological assets that meet the definition of bearer

plants. Under the amendments, biological assets that meet the definition of bearer plants will no longer be within the scope of IAS 41 Agriculture. Instead, IAS 16 will apply. After initial recognition, bearer plants will be measured under IAS 16 at accumulated cost (before maturity) and using either the cost model or revaluation model (after maturity). The amendments also require that produce that grows on bearer plants will remain in the scope of IAS 41 measured at fair value less costs to sell. For government grants related to bearer plants, IAS 20 Accounting for Government Grants and Disclosure of Government Assistance will apply. The amendments are applied retrospectively and do not have any impact on the Group as it does not have any bearer plants.

Amendments to IAS 27: Equity Method in Separate Financial Statements The amendments allow entities to use the equity method to account for investments in subsidiaries, joint

ventures and associates in their separate financial statements. Entities already applying IFRS and electing to change to the equity method in their separate financial statements have to apply that change retrospectively. The Group has not considered electing for change to the equity method in their separate financial statements.

Annual Improvements 2012-2014 Cycle These improvements include: IFRS 5 Non-current Assets Held for Sale and Discontinued Operations Assets (or disposal groups) are generally disposed of either through sale or distribution to the owners. The

amendment clarifies that changing from one of these disposal methods to the other would not be considered a new plan of disposal, rather it is a continuation of the original plan. There is, therefore, no interruption of the application of the requirements in IFRS 5. This amendment is applied prospectively.

IFRS 7 Financial Instruments: Disclosures (i) Servicing contracts

The amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset. An entity must assess the nature of the fee and the arrangement against the guidance for continuing involvement in IFRS 7 in order to assess whether the disclosures are required. The assessment of which servicing contracts constitute continuing involvement must be done retrospectively. However, the required disclosures need not be provided for any period beginning before the annual period in which the entity first applies the amendments.



(ii) Applicability of the amendments to IFRS 7 to condensed interim financial statements The amendment clarifies that the offsetting disclosure requirements do not apply to condensed interim

financial statements, unless such disclosures provide a significant update to the information reported in the most recent annual report. This amendment is applied retrospectively.

4a. Standards that became effective on 1 January 2016 - continued

IAS 19 Employee Benefits The amendment clarifies that market depth of high quality corporate bonds is assessed based on the currency

in which the obligation is denominated, rather than the country where the obligation is located. When there is no deep market for high quality corporate bonds in that currency, government bond rates must be used. This amendment is applied prospectively.

IAS 34 Interim Financial Reporting The amendment clarifies that the required interim disclosures must either be in the interim financial

statements or incorporated by cross-reference between the interim financial statements and wherever they are included within the interim financial report (e.g., in the management commentary or risk report). The other information within the interim financial report must be available to users on the same terms as the interim financial statements and at the same time. This amendment is applied retrospectively.

These amendments do not have any impact on the Group as it does not prepare interim financial reporting. Amendments to IAS 1 Disclosure Initiative The amendments to IAS 1 clarify, rather than significantly change, existing IAS 1 requirements. The

amendments clarify:• The materiality requirements in IAS 1• That specific line items in the statement(s) of profit or loss and OCI and the statement of financial position

may be disaggregated• That entities have flexibility as to the order in which they present the notes to financial statements• That the share of OCI of associates and joint ventures accounted for using the equity method must be

presented in aggregate as a single line item, and classified between those items that will or will not be subsequently reclassified to profit or loss

Furthermore, the amendments clarify the requirements that apply when additional subtotals are presented in the statement of financial position and the statement(s) of profit or loss and OCI. These amendments do not have any impact on the Group.

Amendments to IFRS 10, IFRS 12 and IAS 28 Investment Entities: Applying the Consolidation Exception The amendments address issues that have arisen in applying the investment entities exception under IFRS 10

Consolidated Financial Statements. The amendments to IFRS 10 clarify that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value.

Furthermore, the amendments to IFRS 10 clarify that only a subsidiary of an investment entity that is not an investment entity itself and that provides support services to the investment entity is consolidated. All other subsidiaries of an investment entity are measured at fair value. The amendments to IAS 28 Investments in Associates and Joint Ventures allow the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interests in subsidiaries.



These amendments are applied retrospectively and the Group is not a subsidiary of an investment entity that measures all of its subsidiaries at fair value. The Group has not considered applying exception under IFRS 10 Consolidated Financial Statements.

4b. Standards issued but not yet effective The standards and interpretations issued, but not yet effective, up to the date of issuance of the Company’s

financial statements are discussed below. The Company intends to adopt these standards, if applicable, when they become effective.

IFRS 9 Financial Instruments In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which reflects all phases of the

financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting in IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. Early application of previous versions of IFRS 9 (2009, 2010 and 2013) is permitted if the date of initial application is before 1 February 2015. The adoption of IFRS 9 will have an effect on the classification and measurement of the Group’s financial assets, but no impact on the classification and measurement of the Group’s financial liabilities. The Group is yet to perform impact assessment on IFRS 9.

IFRS 15 Revenue from Contracts with Customers IFRS 15 was issued in May 2014 and establishes a new five-step model that will apply to revenue arising from

contracts with customers. Under IFRS 15 revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach to measuring and recognising revenue. The new revenue standard is applicable to all entities and will supersede all current revenue recognition requirements under IFRS. Either a full or modified retrospective application is required for annual periods beginning on or after 1 January 2018 with early adoption permitted. The Group does not anticipate early adopting IFRS 15 and is yet to evaluate its impact.

IFRS 16 – Leases IFRS 16 – Leases was issued in January 2016 and will replace IAS 17 – Leases. The new standard is effective

for annual periods beginning on or after 1 January 2019. The accounting treatment of leases by lessees will change fundamentally based on the new standard. IFRS 16 eliminates the current dual accounting model for lessees, which distinguishes between on-balance sheet finance leases and off balance sheet operating leases. Instead, there is a single, on-balance sheet accounting model that is similar to current finance lease accounting. Lessor accounting remains similar to current practice – i.e. lessors continue to classify leases as finance and operating leases.

The Group is currently assessing the impact of the standard. Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or

Joint Venture

The amendments address the conflict between IFRS 10 and IAS 28 in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3, between an investor and its associate or joint venture, is recognised in full. Any gain or loss resulting from the sale or contribution of assets that do not constitute a business, however, is recognised only to the extent of unrelated investors’ interests in the associate or joint venture. The IASB has deferred the effective date of these amendments indefinitely, but an entity that early adopts the amendments must apply them prospectively.



IAS 7 Disclosure Initiative – Amendments to IAS 7 The amendments to IAS 7 Statement of Cash Flows are part of the IASB’s Disclosure Initiative and require

an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. On initial application of the amendment, entities are not required to provide comparative information for preceding periods. These amendments are effective for annual periods beginning on or after 1 January 2017, with early application permitted. Application of amendments will result in additional disclosure provided by the Group.

IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses – Amendments to IAS 12 The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable

profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the change in the opening equity of the earliest comparative period may be recognised in opening retained earnings (or in another component of equity, as appropriate), without allocating the change between opening retained earnings and other components of equity. Entities applying this relief must disclose that fact. These amendments are effective for annual periods beginning on or after 1 January 2017 with early application permitted. If an entity applies the amendments for an earlier period, it must disclose that fact. The Group will apply interpretation from its effective date.

IFRS 2 Classification and Measurement of Share-based Payment Transactions — Amendments to IFRS 2

The IASB issued amendments to IFRS 2 Share-based Payment that address three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction; the classification of a share-based payment transaction with net settlement features for withholding tax obligations; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash settled to equity settled.

On adoption, entities are required to apply the amendments without restating prior periods, but retrospective application is permitted if elected for all three amendments and other criteria are met. The amendments are effective for annual periods beginning on or after 1 January 2018, with early application permitted. These amendments are not expected to have any impact on the Group as the Group does not have share-based payment scheme.

IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration The interpretation clarifies that in determining the spot exchange rate to use on initial recognition of the

related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine a date of the transactions for each payment or receipt of advance consideration.

Entities may apply the amendments on a fully retrospective basis. Alternatively, an entity may apply the interpretation prospectively to all assets, expenses and income in its scope that are initially recognised on or after:

(i) The beginning of the reporting period in which the entity first applies the interpretation

Or

(ii) The beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in which the entity first applies the interpretation.



First-time adopters of IFRS are also permitted to apply the interpretation prospectively to all assets, expenses and income initially recognised on or after the date of transition to IFRS. The amendments are effective for annual periods beginning on or after 1 January 2018. Early application of the amendments is permitted and must be disclosed.

IFRS 17 Insurance Contracts In May 2017, the IASB issued IFRS 17 Insurance Contracts (IFRS 17), a comprehensive new accounting

standard for insurance contracts covering recognition and measurement, presentation and disclosure. Once effective, IFRS 17 will replace IFRS 4 Insurance Contracts (IFRS 4) that was issued in 2005. IFRS 17 applies to all types of insurance contracts (i.e., life, non-life, direct insurance and re-insurance), regardless of the type of entities that issue them, as well as to certain guarantees and financial instruments with discretionary participation features.

A few scope exceptions will apply. The overall objective of IFRS 17 is to provide an accounting model for insurance contracts that is more useful and consistent for insurers. In contrast to the requirements in IFRS 4, which are largely based on grandfathering previous local accounting policies, IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects. The core of IFRS 17 is the general model, supplemented by:• A specific adaptation for contracts with direct participation features (the variable fee approach)• A simplified approach (the premium allocation approach) mainly for short-duration contracts.

IFRS 17 is effective for reporting periods beginning on or after 1 January 2021, with comparative figures required. Early application is permitted, provided the entity also applies IFRS 9 and IFRS 15 on or before the date it first applies IFRS 17. This standard is not applicable to the Group.

Transfers of Investment Property — Amendments to IAS 40 The amendments clarify when an entity should transfer property, including property under construction or

development into, or out of investment property. The amendments state that a change in use occurs when the property meets, or ceases to meet, the definition of investment property and there is evidence of the change in use. A mere change in management’s intentions for the use of a property does not provide evidence of a change in use. Entities should apply the amendments prospectively to changes in use that occur on or after the beginning of the annual reporting period in which the entity first applies the amendments. An entity should reassess the classification of property held at that date and, if applicable, reclassify property to reflect the conditions that exist at that date. Retrospective application in accordance with IAS 8 is only permitted if it is possible without the use of hindsight. Effective for annual periods beginning on or after 1 January 2018. Early application of the amendments is permitted and must be disclosed. This standard is not applicable to the Group.

Annual Improvements 2014-2016 Cycle (issued in December 2016) These improvements include: IFRS 1 First-time Adoption of International Financial Reporting Standards - Deletion of short-

term exemptions for first-time adopters Short-term exemptions in paragraphs E3–E7 of IFRS 1 were deleted because they have now served their

intended purpose. The amendment is effective from 1 January 2018. This amendment is not applicable to the Group.

IAS 28 Investments in Associates and Joint Ventures - Clarification that measuring investees at fair value through profit or loss is an investment-by-investment choice



The amendments clarify that:• An entity that is a venture capital organisation, or other qualifying entity, may elect, at initial recognitionon

an investment-by-investment basis, to measure its investments in associates and joint ventures at fair value through profit or loss.

IAS 28 Investments in Associates and Joint Ventures - Clarification that measuring investees at fair value through profit or loss is an investment-by-investment choice• If an entity, that is not itself an investment entity, has an interest in an associate or joint venture that

is an investment entity, the entity may, when applying the equity method, elect to retain the fair value measurement applied by that investment entity associate or joint venture to the investment entity associate’s or joint venture’s interests in subsidiaries. This election is made separately for each investment entity associate or joint venture, at the later of the date on which: (a) the investment entity associate or joint venture is initially recognised; (b) the associate or joint venture becomes an investment entity; and (c) the investment entity associate or joint venture first becomes a parent.

The amendments should be applied retrospectively and are effective from 1 January 2018, with earlier application permitted. If an entity applies those amendments for an earlier period, it must disclose that fact. The Group will apply interpretation from its effective date.

Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts - Amendments to IFRS 4 The amendments address concerns arising from implementing the new financial instruments standard, IFRS

9, before implementing IFRS 17 Insurance Contracts, which replaces IFRS 4. The amendments introduce two options for entities issuing insurance contracts: a temporary exemption from applying IFRS 9 and an overlay approach. The temporary exemption is first applied for reporting periods beginning on or after 1 January 2018. An entity may elect the overlay approach when it first applies IFRS 9 and apply that approach retrospectively to financial assets designated on transition to IFRS 9. The entity restates comparative information reflecting the overlay approach if, and only if, the entity restates comparative information when applying IFRS 9. These amendments are not applicable to the Group.

IFRIC Interpretation 23 Uncertainty over Income Tax Treatment The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that

affects the application of IAS 12 and does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following:• Whether an entity considers uncertain tax treatments separately• The assumptions an entity makes about the examination of tax treatments by taxation authorities• How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax

rates• How an entity considers changes in facts and circumstances

An entity must determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty should be followed. The interpretation is effective for annual reporting periods beginning on or after 1 January 2019, but certain transition reliefs are available. The Group will apply interpretation from its effective date.



Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-20145 Revenue N 000 N 000 N 000 N 000 Site construction & Managed services 437,713 164,343 - - Co-location sales 3,483,539 2,936,066 3,483,539 2,936,066 Engineering and Project - 277,974 - - Oil and Gas 47,348 33,444 - - Haulage - 25,367 - - Power - 316 - - Diesel - 13,028 - - 3,968,600 3,450,538 3,483,539 2,936,066

6 Cost of sales Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-2014 N 000 N 000 N 000 N 000 Cost of goods sold 3,407,979 3,059,604 3,135,582 2,865,793 Cost of goods sold include the followings: Labour cost 2,273,122 2,040,756 2,102,924 1,921,986 Material cost 1,134,857 1,018,848 1,032,658 943,807

7 Other operating income Rental income (Note 15) 3,050 4,750 3,050 4,750 Foreign exchange gain/(loss) 455 12,860 455 2,817 Profit on disposal of PPE - 325 - - Fair value gain on investment properties (Note 15) - 40,000 - 40,000 Dividend income 6,955 - 6,955 - Others 8,748 20,210 5,917 16,752 19,208 78,145 16,377 64,319

Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-2014 N 000 N 000 N 000 N 0008 Employee benefit expenses Salaries & Wages 114,656 141,232 30,515 43,754 Gratuity 13,601 14,667 6,455 7,040 Pension 16,921 9,449 4,811 3,227 Allowances 63,630 87,764 33,342 40,730 208,808 253,112 75,123 94,571

9 Depreciation and Amortization Depreciation (Note 14) 1,537,276 1,723,604 1,510,090 1,689,073 Amortization (Note 16) 4,112 4,112 4,112 4,112

1,541,388 1,727,716 1,514,202 1,693,185



Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-2014 N 000 N 000 N 000 N 00010 Other operating expenses Advertisement and promotions - 1,930 - 1,930 Audit fees 23,888 24,156 17,325 17,325 Bank charges 6,073 15,939 4,247 10,607 Business development 121,727 338,934 120,933 338,240 Director’s fees 36,325 36,810 36,325 36,810 Donations 209 - - - Fuel – Office generators 11,994 9,984 9,147 9,984 General office expenses 89,905 145,024 25,975 30,294 Insurance and licenses 10,525 13,790 7,211 8,457 Legal and professional fees 123,177 70,699 111,878 63,168 License fees and subscription 5,001 2,820 2,268 2,103 Loss on disposal of PPE (Note 14) 35,271 30,997 35,271 30,997 Exchange loss (Note 10.1) 6,239,469 1,758 6,238,318 61 Motor vehicles maintenance 11,625 12,532 10,522 11,433 Printing and stationery 5,528 5,277 4,236 5,100 Rent and rates 48,938 57,605 29,225 32,854 Impairment allowance (Note 21c) 418,952 205,693 418,952 44,208 Repairs and maintenance 17,167 19,337 3,894 2,354 Security 3,963 3,748 2,243 2,688 Telephone & postages 7,556 8,837 4,270 5,723 Training and development 5,693 5,792 5,530 3,443 Travelling 21,293 28,024 14,688 19,018

7,244,279 1,039,686 7,102,458 676,797

10.1 Exchange loss relates majorly from the syndicate loan of $140,365,796. The loan was given by Afrexim bank in conjuction with Diamond Bank Plc, First bank Plc, Unity Bank Plc, and Eco International Bank. For more details about the loan, refer to Note 27.

Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-2014 N 000 N 000 N 000 N 00011 Finance income Interest income on loans 352 1,478 321 1,176 Interest income on short term deposits 896 10,060 820 6,858 1,248 11,538 1,141 8,034 12 Finance cost Interest and similar charges 4,427,167 3,013,469 4,375,090 2,951,654 Unwinding charge - decommissioning liability 17,043 14,802 17,043 14,802 Impairment of Available for financial assets - 39,300 - 39,300 4,444,210 3,067,571 4,392,133 3,005,756



13 Income tax

13.1 Income tax expense The components of income tax expense for the years ended 30 June 2015 and 2014 are: Statement of profit or loss Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-2014 N 000 N 000 N 000 N 000 Current income tax: Company income tax 8,915 8,327 7,736 7,068 Education tax - - - - 8,915 8,327 7,736 7,068 Deferred tax (7,265) (19,987) - - Income tax expense reported in the profit or loss 1,650 (11,660) 7,736 7,068

Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-2014 N 000 N 000 N 000 N 000 Other comprehensive income Re-measurement gains (10,087) 2,159 - - (10,087) 2,159 - - 13.2 Reconciliation of the total tax charge Accounting loss before tax (12,857,608) (5,607,468) (12,718,441) (5,327,863) At Nigeria’s statutory income tax rate of 30% (3,857,282) (1,682,240) (3,815,532) (1,600,647) Effect of minimum tax 3,855,632 1,670,580 3,807,798 1,607,715 The effective income tax (1,650) (11,660) 7,736 7,068

Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-2014 N 000 N 000 N 000 N 00013.3 Deferred tax assets Opening balance as of 1 January 55,915 30,525 - - Tax income during the period 8,105 25,390 - - Other comprehensive income - - - - Closing balance as at 31 December 64,020 55,915 - -



13.4 Deferred tax liabilities Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-2014 N 000 N 000 N 000 N 000 Opening balance as of 1 January 11,268 2,609 - - Tax expense during the period (2,302) 6,500 - - Other comprehensive income - 2,159 - - Closing balance as at 31 December 8,966 11,268 - - Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-2014 N 000 N 000 N 000 N 00013.5a Statement of financial position Accelerated depreciation for tax purpose 64,020 55,915 - - Defined benefit obligation - - - - Deferred tax assets 64,020 55,915 - -

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

13.6 Reconciliation of current tax liabilities Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-2014 N 000 N 000 N 000 N 000 Opening balance at 1 January 19,801 6,957 18,324 11,256 Tax charge in profit or loss 8,915 8,327 7,736 7,068 28,716 15,284 26,060 18,324 Payment during the year (897) 4,517 - - Withholding tax set-off (11,336) - (11,336) Closing balance at 31 December 16,483 19,801 14,724 18,324



14

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21



Impairment loss There were no impairment loss during the year (2014: Nil).

Finance leases The carrying value of Motor vehicles held under finance leases at 30 June 2015 was N 4.072million (2014:

N 24.6million). The leased assets are pledged as security for the related finance lease liabilities.

15 Investment properties Group 30-Jun-15 30-Jun-14 N 000 N 000 Opening balance 400,000 360,000 Write-off - - Net gains/ (loss) from fair value adjustment - 40,000

Closing balance 400,000 400,000

Company 30-Jun-15 30-Jun-14 N 000 N 000 Opening balance 400,000 360,000 Write-off - Net gains/(loss) from fair value adjustment - 40,000

Closing balance 400,000 400,000

The Company’s investment properties consist of a residential property at Victoria Garden City, Lagos State and undeveloped hectres of land at Mowe-Ibafo, Ogun state. As at 30 June 2015 and 2014, the fair values of the properties are based on valuations performed by Rogba Orimalade & Co. Chartered Surveyors, an accredited independent valuer. Rogba Orimalade Chartered Surveyors & Co. is a specialist in valuing these types of investment properties. The valuation model is in accordance with that recommended by the International Valuation Standards Committee has been applied.

30-Jun-15 30-Jun-14 N 000 N 000 Rental income derived from investment properties 3,050 4,750 Direct operating expenses generating rental income - - Direct operating expenses that did not generate rental income - - Profit arising from investment properties carried at fair value - - 3,050 4,750

The company has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

Reconciliation of fair value ₦000 As at 1 July 2013 360,000 Remeasurement recognised in profit or loss 40,000

As at 30 June 2014 400,000 Remeasurement recognised in profit or loss -

As at 30 June 2015 400,000



Description of valuation techniques used and key inputs to valuation on investment properties: The valuation figures were arrived at after considering several approaches. These include the investment

approach based on the estimated Open market rental value of the property in its present sate, together with all the facilities provided and with due allowances for outgoings repairs and management. Replacement cost approach was also adopted based on the estimated cost of replacing the existing structure in its present condition together with all the facilities presently in place and with reasonable allowance for the cost of acquiring the vacant site based on prevailing open market rates in this neighbourhood. Finally, the values were buttressed with the available evidence of recent sale of properties within this neighbourhood in the open market.

16 Intangible Assets Group Company Computer software Computer software N 000 N 000 Cost At 1 July 2013 20,559 20,559

At 30 June 2014 20,559 20,559

At 30 June 2015 20,559 20,559

Accumulated depreciation At 1 July 2013 9,937 9,937 Charge for the year 4,112 4,112

At 30 June 2014 14,049 14,049 Charge for the year 4,112 4,112

At 30 June 2015 18,161 18,161

Net book value At 30 June 2015 2,398 2,398

At 30 June 2014 6,510 6,510

17 Group informationInformation about subsidiariesThe consolidated financial statements of the Group include:

Name Country of

incorporation 2015 2014Swap Technologies & Telecomms (Ghana) Ghana 100% 100%Swap Technologies & Telecomms (CI) Cote d’ivoire 100% 100%Prime Infrastructure & Engineering Services Limited Nigeria 100% 100%



17a Investments in SubsidiariesGroup Company

30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14N 000 N 000 N 000 N 000

Swap Technologies & Telecomms (Ghana) - - 185,961 185,961Swap Technologies & Telecomms (CI) - - 49,857 49,857Prime Infrastructure & Engineering Services Limited - - 248,889 248,889

- - 484,707 484,707

Year of Incorporation

Country of Incorporation

% ownership Nature of business

Swap Technologies & Telecomms (Ghana)

Ghana 100

Provision of telecommunication support services to mobile networks; and building and maintenance of masts and other equipment’s.

Swap Technologies & Telecomms (CI)

Cote d’ivoire 100

Provision of telecommunication support services to mobile networks; and building and maintenance of masts and other equipment’s.

Prime Infrastructure & Engineering Services Limited

Nigeria 100

Provision of engineering, managed services, procurement, construction, installation and maintenance services to various sectors of the Nigerian Economy.

18 PrepaymentsGroup Company


Deferred payment of syndicated loans 946,100 1,023,655 946,100 1,023,655



19 Available for sale investmentsGroup Company


Quoted 500 500 500 500Unquoted companies 191,055 184,100 191,055 184,100

191,555 184,600 191,555 184,600

Impairment lossQuoted 9,296 9,296 9,296 9,296Unquoted companies 755,050 755,050 755,050 755,050

764,346 764,346 764,346 764,346

Available for sales (AFS) financial assets — unquoted equity shares

A significant portion of the AFS financial assets consist of an investment in equity shares of a non-listed company, which are valued based on non-market observable information.

AFS financial assets — quoted equity shares The Group has investments in listed equity. The fair value of the quoted equity shares is determined by

reference to published price quotations in an active market.

Impairment on AFS financial assets For AFS financial investments, the Group assesses at each reporting date whether there is objective evidence

that an investment or a group of investments is impaired. In the case of equity investments classified as AFS, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. The determination of what is ‘significant’ or ‘prolonged’ requires judgement. In making this judgement, the Group evaluates, among other factors, historical share price movements and the duration or extent to which the fair value of an investment is less than its cost.

Based on this assessment, the Company identified an impairment of N9,296,000 on AFS quoted equity securities and an impairment of N755,050,000 on AFS unquoted equity securities (2014: N9,296,000 on AFS quoted equity securities and an impairment of N755,050,000 on AFS unquoted equity securities).

20a Loan receivablesGroup Company


Non current interest free loan to Cote d’Ivoire - - 62,418 62,418Other share loan to Swap Engineering(Note 33a) 9,087 155,187 9,087 155,187

9,087 155,187 71,505 217,605



20b Trade and other receivablesGroup Company


Trade receivables 651,887 352,111 525,430 226,525Due from related parties - 37,373 96,236 77,940Employee receivables 66,275 71,574 61,763 70,653VAT receivables 259,884 120,375 163,373 120,374Witholding tax receivables (Note 20c) 758,668 1,101,672 754,196 919,016Share Loan 170,887 4,550 127,352 15,700

1,907,601 1,687,655 1,728,350 1,430,208

Trade receivables are non-interest bearing and are generally on terms of 30-90 days.

As at 30 June 2015, trade receivables of an initial value of N3,204,338,000 (2014: N3,242,529,000) were impaired and fully provided for. See below for the movements in the provision for impairment of receivables.

Group Company 30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14 N 000 N 000 N 000 N 000 As at beginning of the year 3,242,529 3,133,694 3,093,936 3,109,580 Charge for the year 156 124,479 156 - Unused amounts reversed (38,347) (15,644) - (15,644) As at end of the year 3,204,338 3,242,529 3,094,092 3,093,936

Impairment on loans and receivables The Group assesses at each reporting date whether there is objective evidence that a receivable is impaired.

In the case of employee receivables classified as loans and receivables, objective evidence would include a breach of contract, such as a default or delinquency in principal payments. Based on this assessment, the Group did not identify any impairment on employee receivables (2014: N2, 596,818). The impairment on employee receivables is recognised within employee costs in the statement of profit or loss.

As at 31 December, the ageing analysis of trade and other receivables is, as follows:Group

Past due but not impaired

Total

Neither past

due nor impaired

< 90 days

90 - 180 days

180 - 360 days

360 days and 2 years

2 years and

aboveN 000 N 000 N 000 N 000 N 000 N 000 N 000

At 30 June 2015 651,887 170,922 5,720 52,630 109,183 313,432 -At 30 June 2014 352,111 92,322 3,090 28,428 58,974 169,297 -



CompanyPast due but not impaired

Total

Neither past

due nor impaired

< 90 days

90 - 180 days

180 - 360 days

360 days and 2 years

2 years and

aboveN 000 N 000 N 000 N 000 N 000 N 000 N 000

At 30 June 2015 525,430 153,147 5,441 50,056 103,844 212,942 -

At 30 June 2014 226,525 66,025 2,346 21,580 44,770 91,804 -

20c Witholding tax receivables Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-2014 N 000 N 000 N 000 N 000 As at beginning of the year 1,101,672 957,335 919,016 829,121 Additions 288,154 607,908 271,065 553,466 Utilised during the year (212,362) (463,571) (17,089) (463,571) Impairment on doubtful receivables (418,796) - (418,796) - As at end of the year 758,668 1,101,672 754,196 919,016 21 Inventories

Group Company30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14

N 000 N 000 N 000 N 000Finished goods 170,434 198,249 120,269 152,030Spare parts 4,292 3,219 - -Materials 53,234 62,863 - -

227,960 264,331 120,269 152,030

Inventories are valued at the lower of cost and net realisable value. The cost of inventories recognised as an expense and included in cost of sales amounted to N28.9million (2014: N82.96million). The Group has not pledged any inventory as collateral for loans

22 Held to MaturityGroup Company


Treasury bill - 12,528 - -

- 12,528 - -

This is a 90 day time deposits, at 8.30% interest rate, with a bank with rollover of principal only upon maturity. The principal has been roll over since the initial investment.



23 Other current assetsGroup Company


Prepaid site lease & rentals 436,443 589,135 425,275 574,106Staff advances - 2,896 - -Construction works recoverable 25,719 48,727 - -

462,162 640,758 425,275 574,106

24 Cash and Bank Group Company


Cash and Bank 152,675 57,504 138,237 45,641Short-term deposits 8,000 8,000 8,000 8,000

160,675 65,504 146,237 53,641

For the purpose of the statement of cash flows, cash and cash equivalents comprise the following: Group Company


Cash and Bank 152,675 57,504 138,237 45,641Short-term deposits 8,000 8,000 8,000 8,000Bank overdraft(Note 26b) (32,453) (181,453) - -

Cash and cash equivalents 128,222 (114,949) 146,237 53,641

Cash at banks earns interest at floating rates based on daily bank deposit rates.

25 Issued capital Group Company30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14

N 000 N 000 N 000 N 000Authorised shares: Ordinary shares of 3,000,000,000 at 50k each 1,500,000 1,500,000 1,500,000 1,500,000

25.1 Issued and fully paid:2,705,377,141 ordinary shares of 50k each 1,352,689 1,352,689 1,352,689 1,352,689



25.2 Share premium 2,953,228 2,953,228 2,953,228 2,953,228

26a Interest-bearing loans and borrowings Group Company


Non current Interest-bearing loans and borrowings Syndicated loan 6,903,661 12,514,918 6,903,661 12,514,918Unity bank (Ghana) 56,400 - - -

6,960,061 12,514,918 6,903,661 12,514,918

26b Interest-bearing loans and borrowings (Current)Group Company

Maturity 30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14 N 000 N 000 N 000 N 000Bank overdrafts 2014 - 2015 32,453 181,453 - -GTB Bank (Ghana) 2014 - 2015 25,416 7,676 - -Contract and lease finance facility 2014 - 2015 5,420 10,437 - -Commercial papers and other facilities 2014 - 2015 2,320,000 2,320,000 2,320,000 2,320,000Current portion of Non-current loans- Afrexim syndicate loan 21,061,151 9,273,921 21,032,950 9,274,064

23,444,440 11,793,487 23,352,950 11,594,064

Total interest-bearing loans and borrowings 30,404,501 24,308,405 30,256,611 24,108,982

$140,365,796 Syndicated loan This loan is a drawn down under a six-year multi-option facility (MOF). The loan was given by Afrexim bank

in conjuction with Diamond Bank Plc, First bank Plc, Unity Bank Plc, and Eco International Bank. The loan is repayable within 9 months after the reporting date, but has been classified as long term because the Group expects, and has the discretion, to exercise its rights under the MOF to refinance this funding. Such immediate replacement funding is available until 2018. The facility is secured by a first charge over certain of the Group’s land and buildings, with a carrying value of N10,611,856,000 (2014: N11,491,263,000). It has an interest rate of LIBOR + a margin of 6.4% and 6.9%.

Bank overdrafts The overdrafts facilities have a tenor of 365 days with an option of renewal. The applicable interest rates on

the facilities range between 16.5% and 18%. The facilities are secured by a legal mortgage over the company investment property located at Plot F113 –F114 Road 36 VGC; and against the shares of the company, tripartite warehousing agreement and the personal guarantee of the Managing Director.



N500,000,000 Commercial papers The commercial papers are issued against the corporate guarantee of the company at an interest rate of 19%.

The Commercial papers have a maturity period of 180 days and it is rolled over at maturity. GTB Bank (Ghana) Interest bearing loans and borrowings are secured by a fixed deposit pledge funds account throughout the

tenor of the facility and evidenced by a duly executed letter of set-off. Current interest rate is 26%. The carrying amount is considered to be a reasonable approximation of the fair value.

27 Fair value measurement The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities.

Fair value measurement using

Date of valuation Total

Quoted prices in

active markets

(Level 1)

Significant observable

inputs (Level 2)

Significant unobservable

inputs (Level 3)

30-Jun-15Assets measured at fair valueAvailable for sale investmentsQuoted shares 500 500 - -Unquoted shares 191,055 - - 191,055

30-Jun-14Assets measured at fair valueAvailable for sale investmentsQuoted shares 500 500 - -Unquoted shares 184,100 - - 184,100

There have been no transfers between Level 1 and Level 2 during the period.

Fair value hierarchy All financial instruments for which fair value is recognised or disclosed are categorised within the fair value

hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole, as follows:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value

measurement is directly or indirectly observable• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value

measurement is unobservable

For assets and liabilities that are recognised at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.



Valuation methods and assumptionsa. a. Fair value of remaining available-for-sale financial assets is derived from quoted market prices in active

markets.b. b. Fair value of the unquoted ordinary shares has been estimated using an Asset based model. The

valuation requires management to review the net assets and financial performance of the companies whose unquoted equities were bought. The net asset per share of the companies were used in management’s estimate of fair value for these unquoted equity investments

28 Fair values Set out below is a comparison by class of the carrying amounts and fair values of the financial instruments that

are carried in the financial statements.Group

Carrying amount Fair value30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14

N 000 N 000 N 000 N 000Financial assetsAvailable for sale investment 191,555 184,600 191,555 184,600Treasury bill - 12,526 - 12,526Loan receivables 9,087 155,187 9,087 155,186Trade and other receivables 1,907,601 1,687,655 889,049 1,687,655Cash and short-term deposits 160,675 65,504 160,675 65,504

2,268,918 2,105,472 1,250,366 2,081,062Financial liabilitiesTrade and other payables 11,598,990 6,272,926 10,896,736 6,272,926Interest-bearing loans and borrowings 30,404,501 24,308,405 30,341,212 24,108,983

42,003,491 30,581,331 41,237,948 30,381,909



CompanyCarrying amount Fair value


Financial assetsAvailable for sale investment 191,555 184,600 191,555 184,600Treasury bill - - - -Loan receivables 71,505 217,605 71,505 217,605Trade and other receivables 1,728,350 1,430,208 1,728,350 1,430,208Cash and short-term deposits 146,237 53,641 146,237 53,641

2,137,647 1,886,054 2,137,647 1,886,054Financial liabilitiesTrade and other payables 11,159,098 5,876,786 11,159,098 5,876,786Interest-bearing loans and borrowings 30,256,611 24,108,982 30,256,611 24,108,982

41,415,709 29,985,768 41,415,709 29,985,768

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

Cash and bank, trade and other receivables, trade and other payables and other current financial assets and

liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

29 Finance lease liabilitiesGroup Company


Non-current - 4,422 - 4,422Current 4,072 20,251 4,072 20,251

4,072 24,673 4,072 24,673



The Company has finance leases contracts for its motor vehicles. The Company’s obligations under finance leases are secured by the lessor’s title to the leased assets. Future minimum lease payments under finance leases with the present value of the net minimum lease payments are, as follows:

2015 2014N 000 N 000 N 000 N 000

Minimum payment

Present value of minimum

Minimum payment

Present value of minimum

Within one year 20,251 4,072 24,545 20,251After one year but not more than five years - - 4,148 4,422

Total minimum lease payment 20,251 4,072 28,693 24,673Less amount representing fee charges (16,179) - (4,020) -

Present value of minimum lease payments 4,072 4,072 24,673 24,673

30 Employee benefit liabilityGroup Company

30-Jun-1530-Jun-

14 30-Jun-15 30-Jun-14N 000 N 000 N 000 N 000

Gratuity 36,576 45,097 22,221 20,497Long-service benefits (Note 30a) 7,870 1,034 - -

44,446 46,131 22,221 20,497

The Group has an unfunded defined benefit gratuity plan. Covering substantially all of its employees. The defined benefit plan is a final salary plan. The Group makes provisions for gratuity for employees from day one of employment in the Group. The employee qualifies to receive the gratuity on resignation or retirement after he/she might have spent minimum of 5 years. The level of benefits provided depends on the member’s length of service and salary at retirement age.

The gratuity liability is adjusted to inflation, interest rate risks and changes is salary for the beneficiaries. The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the statement of financial position for the respective plans:

Group Company 30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14 N 000 N 000 N 000 N 000 Current service cost 8,177 7,411 3,983 2,592 Interest cost on benefit obligation 5,424 7,257 2,472 4,448 Net benefit expense 13,601 14,668 6,455 7,040



Re-measurement gains/(losses) in other comprehensive income Group Company 30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14 N 000 N 000 N 000 N 000 Re-measurement gains and (losses) on defined benefit plans (10,087) 6,367 (5,562) (831) Income tax effect - (2,159) - - (10,087) 4,208 (5,562) (831)

Changes in the present value of the defined benefit obligation are, as follows: Group Company 30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14 N 000 N 000 N 000 N 000 Defined benefit obligation at 1 January 45,097 43,071 20,498 18,903 Current service cost 8,177 7,411 3,983 2,592 Interest cost 5,424 7,257 2,472 4,448 Benefits paid by the employer (32,209) (6,276) (10,294) (6,276) Actuarial losses/ (gain) 10,087 (6,367) 5,562 831 Defined benefit obligation at 31 December 36,576 45,097 22,221 20,498

The principal assumptions used in determining defined benefit obligations for the Group’s plans are shown below:

2015 2014As at 1

January 2012% % %

Discount rate 15% 12.50% 13%Future salary increases 10% 10% 11%Inflation rate 9% 9% 10%

Life expectation Years Years Years

A quantitative sensitivity analysis for significant assumption as at 30 June 2015 is as shown below:Assumptions Discount rate Salary increases Mortality

Sensitivity Level1%

increase1%

decrease1%

increase1%

decrease

Age rated up by one

year

Age rated down by one year

N000 N000 N000

Impact on the net defined benefit obligation 34,310 39,115 39,390 34,036 36,670 36,492

The sensitivity analyses above have been determined based on a method that extrapolates the impact on net defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

The following payments are expected contributions to be made in the future years out of the defined benefit

plan obligation:




N 000 N 000 N 000 N 000Within the next 12 months (next annual reporting period) 9,592 3,411 9,592 3,411Between 2 and 5 years 23,038 22,762 23,038 22,762Between 5 and 10 years 76,256 76,513 76,256 76,513Beyond 10 years - - - -

Total expected payments 108,886 102,686 108,886 102,686

The average duration of the defined benefit plan obligation at the end of the reporting period is 10 years (2014: 11 years).

30a Other long term employee obligation Group Company 30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14 N 000 N 000 N 000 N 000 Balance as at 1 July 1,034 1,326 - - Current service cost 7,618 252 - - Interest cost 251 187 - - Remeasurements: - (197) - - Exchange difference (1,033) (534) - - Balance as at 30 June 7,870 1,034 - -

Amounts recognised in profit or loss related to other long term employee benefits are as follows:

Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-2014 N 000 N 000 N 000 N 000 Current service cost 7,618 252 - - Interest cost 251 187 - - Remeasurements: - (197) - - Exchange difference (1,036) (531) - - Balance as at 30 June 6,833 (289) - -

The significant actuarial assumptions for the determination of the other employee benefits obligation are the discount rate, the salary growth rate and the rate staff turnover. The calculation of the other long term employee benefit liability is sensitive to these assumptions



2015 2014 Discount rate Increase/(decrease) in the other long Increase (decrease) in the other long term liability 24% 17%

Salary growth rate Increase/(decrease) in the other long term liability 4% 5% Staff turnover Increase/(decrease) in the other long term liability 7% 7%

31. Decommissioning liabilities This relates to the probable obligation that the company may incur on the Land in which its BTS towers

equipment are constructed. The amount recognised initially is the present value of the estimate of the amount that will be required to decommission and restore the leased sites to the original state, discounted using effective borrowing rate of the company. The amount provided for each site has been discounted based on the respective lease terms (up to 2020) attached to each site. The provisions have been created based on the decommissioning experts estimate and management’s experience of the specific situations. Assumptions based on the current economic environment have been made, which management believes are a reasonable basis upon which to estimate the future liability. These estimates are reviewed regularly to take into account any material changes to the assumptions. However, actual decommissioning costs will ultimately depend upon future market prices for the necessary decommissioning works required that will reflect market conditions at the relevant time. Furthermore, the timing of decommissioning is likely to depend on when the lease term is terminated without renewal. This in turn, will depend upon technological changes in local and international telecommunication industry which are inherently uncertain. The discount rate used in the calculation of the provision has been 17%.

The amount recognised in the statement of financial position are as follows:


N 000 N 000 N 000 N 000Decommissioning and site restoration provision 151,361 134,318 151,361 134,318

151,361 134,318 151,361 134,318

The movement in the decommissioning provision during the year is as follows

Group Company 30-Jun-2015 30-Jun-2014 30-Jun-2015 30-Jun-2014 N 000 N 000 N 000 N 000 Balance at the Beginning of year 134,318 119,516 134,318 119,516 Unwinding of Interest 17,043 14,802 17,043 14,802 Additions/other changes in estimate - - - - Balance at End of year 151,361 134,318 151,361 134,318



32 Trade and other payables Group Company


Trade payables 2,389,064 1,694,788 2,069,517 1,428,764Indirect tax payables 702,254 487,398 673,309 436,566Accrued expenses (Note 32a) 8,378,440 3,718,031 8,243,351 3,716,261Other payables 129,232 372,709 172,921 295,195

11,598,990 6,272,926 11,159,098 5,876,786 Terms and conditions of the above financial liabilities:

• Trade payables are non-interest bearing and are normally settled on 60-day terms • Other payables are non-interest bearing and have an average term of six months• Other payables include back duty assessment, wages payables, pension payable etc.

32a Accrued expensesGroup Company


Accrued rent 445,985 307,415 445,985 307,415 Accrued utility 135,392 279,499 87,088 279,499 Accrued interest (Note 32ai) 6,749,459 2,912,568 6,743,680 2,912,568 Others (Note 32aii) 1,047,604 218,549 966,598 216,779

8,378,440 3,718,031 8,243,351 3,716,261

32ai Accrued interest comprises the following: N4.115bn interest on Afrexim Syndicate Loan, N1.240bn management fee on Afrexim Syndicate loan, N84m interest on full works CP, N1.291bn interest on supplies and services CP and N14m for secretarial fees on the Syndicate Loan payable to First Trustees.

32aii Other accruals comprise majorly liquidated damages charged by internet service providers, accrual for ISM cost, accrual for AGO supply, accruals for foreign travels, leave allowance and director’s remuneration.

33 Related party disclosures The shareholding structure of the Group is as follow: % equity interest

2015 2014Swap Associate Limited 48.88 30.12Titilayo Olatunde - 18.76Keystone Bank 8.5 8.5PAC Capital Nominees 7.39 7.39Others 35.23 35.23

100 100



33a Related partyGroup

RelationshipNature of

transaction

Balance receivable/

(payable) 30 June 2015

Balance receivable/

(payable) 30 June 2014

N000 N000Non-current assetsSwap Engineering Fully owned Subsidiary Share loan 9,087 155,187

Share loan Terms and conditions of transactions with related parties The transactions with related parties are made on terms equivalent to those that prevail in arm’s length

transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 30 June 2015, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (2014: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

34. Earnings per share Basic earnings per share amounts are calculated by dividing net profit for the year attributable 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 in the basic earnings per share computations:Group Company

2015 2014 2015 2014 N’000 N’000 N’000 N’000

Net Loss attributable to ordinary equity holders:

(12,855,958)

(5,595,808)

(12,726,177)

(5,334,931)

Weighted average number of ordinary shares for basic earnings per share

2,705,377

2,705,377

2,705,377

2,705,377

Basic earnings per share (Kobo) (475) (207) (470) (197)

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these financial statements.

35 Compensation of Key management personnel 2015 2014 N000 N000 Short-term employee benefits 38,684 45,467 Post-employment pension and Gratuity 3,000 7,819

Total compensation paid to key management personnel 41,684 53,286

The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key management personnel.

36 Contingent liabilities There are legal actions against the Company estimated at =N=9,350,075 (2014: =N=9,350,075). The

Company’s solicitors and the directors are of the opinion that the liabilities arising, if any are not likely to be significant. No provision has been made for these contingencies in the financial statements.



37 Capital commitments Capital commitments in respect of outstanding purchase orders being executed at the reporting date

amounted to Nil (2014: N402 million).

38 Events after the reporting period Effective August 1, 2015, SWAP Nigeria entered into a Managed Service and Collocation Service Agreement

(MSCA) with Helios Towers Nigeria (HTN). Under the agreement, HTN will deploy its own resources for site upgrade and also provide passive infrastructure service to the existing tenants of SWAP. The MSCA also novates existing lease agreements between SWAP and its tenants in favour of HTN. In return, HTN is expected to pay SWAP $240 per month in respect of each tenants on a site.

In addition, on October 29 2015, SWAP Nigeria entered into an asset purchase agreement with HTN. The transaction is intended to enable HTN purchase all of SWAP’s tower sites and the Afrexim syndicated loans.

39 Financial risk management objectives and policies The Group’s principal financial liabilities comprise of loans and borrowings; and trade and other payables.

The main purpose of these financial liabilities is to finance the Group’s operations and to provide guarantees to support its operations. The Group’s principal financial assets include loan receivables, available for sale financial assets, held to maturity trade and other receivables, and cash and bank that derive directly from its operations.

39 Financial risk management objectives and policies-continued The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees

the management of these risks. The Group’s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Group. The financial risk committee provides assurance to the Group’s senior management that the Group’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group’s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because

of changes in market prices. Market risk comprise three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. The Company is exposed to interest rate risk, currency risk and equity price risk. Financial instruments affected by market risk include interest bearing loan and borrowings, cash and short term deposits, trade and other receivables and trade and other payables.

Foreign currency risk Foreign 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 long-term loans denominated in a currency different from the Company’s functional currency. To manage this risk, the Company is required to contract substantial amount of transactions in Naira which is the Company’s functional currency.



Changes in USD rate

Effect on profit before tax

N’0002015 0.05 3,044

-0.05 (3,044)

2014 0.05 9-0.05 (9)

Interest rate risk Interest 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 long-term debt obligations with floating interest rates.

The company relies on the relative stability of the LIBOR rates. Increases are not likely to be material.

Interest rate sensitivity The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that

portion of interest bearing loans and borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

Changes in basis

pointEffect on profit

before tax2015 US dollar 0.05 1,726

US dollar -0.05 (1,726)

2014 US dollar 0.05 2,873US dollar -0.05 (2,873)

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment

Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer

contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks.

Trade receivables Customer credit risk is managed in line with the Group’s established policy, procedures and control relating

to customer credit risk management. The Group assesses the credit quality of the customers, taking into account the financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored to ensure debts are easily collected. The Group places premium on maintaining credit limits to ensure that there is little or no losses from non-performance by those counterparties.



Financial instruments and cash deposits Credit risk from balances with banks is managed by the Group’s account department in accordance with

the Group’s policy. The Group’s maximum exposure to credit risk for the components of the statement of financial position at 30 June 2015 and 2014; and 1 July 2012 is the carrying amounts as of the cash deposit.

Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with

its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group performs and monitors cash flow forecasts in the light of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient funds on a regular basis so that the Group does not breach any covenants. Such forecasting takes into consideration the Group’s debt financing plans, compliance with internal balance sheet ratio targets, etc. Surplus cash held by the Group over and above balance required for working capital management are invested in short-term instruments.

Excessive risk concentration Concentrations arise when a number of counterparties are engaged in similar business activities, or activities

in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry. In order to avoid excessive concentrations of risk, the Group’s policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.

The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments.

Year ended 30 June 2015

On demand

Less than 3 months

3 to 12 months

1 to 5 years

> 5 years Total

N’000 N’000 N’000 N’000 N’000 N’000Interest bearing loans and borrowings 8,591,574 1,361,027 4,083,081 6,368,819 - 30,404,501Trade payables 836,172 597,262 955,630 - - 2,389,064

Year ended 30 June 2014

On demand

Less than 3 months

3 to 12 months

1 to 5 years

> 5 years Total

N’000 N’000 N’000 N’000 N’000 N’000Interest bearing loans and borrowings 6,877,220 1,089,449 3,268,347 13,102,601 - 24,337,617Trade payables 508,435 508,435 677,918 - - 1,694,788



Capital management For the purpose of the Group’s capital management, capital includes issued capital, retained earnings and

revaluation reserve attributable to the equity holders of the parent. The primary objective of the Group’s capital management is to maximise the shareholder value. In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period. The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is interest bearing loans and borrowings divided by equity. The Group’s policy is to keep the gearing ratio to the barest minimum.

30-Jun-15 30-Jun-14 N’000 N’000 Interest bearing loans and borrowings 30,404,501 24,308,405 Trade and other payables 11,598,990 6,272,926 Less: cash and short term deposit (160,675) (65,504) Net debt 41,842,816 30,515,827 Equity (27,204,232) (14,348,836) Capital and net debt 14,638,584 16,166,991 Gearing ratio 286% 189%

40. Going Concern During the year ended 30 June 2015, the Company made a net loss of N12.72billion (2014: N5.34 billion)

while the group made a net loss of N12.85 (2014:N5.6billion).As at that date, the Company current liabilities exceeded its current assets by N32.11billion (2014: N15.30billion) while the group current liabilities exceeded the current asset by N32.30billion (2014:N16.12 billion) and the Company’s total liabilities exceeded total assets by N26.48billion (2014: N13.75billion) while the group total liabilities exceeded the total asset by N27.20 billion (2014:N14.35biilion). Effective August 1 2015, the company entered into a Managed Service and Collocation Service Agreement (MSCA) with Helios Towers Nigeria Limited (HTN). This was followed by subsequent transfer of 154 sites occupied by Airtel in August 2015, 190 sites occupied by MTN as tenants in November and another 60 sites occupied by other customers as tenants in December 2015. Under the arrangement, HTN will be responsible for the management, upgrade and provision of passive infrastructure services and other related operations and maintenance services to the tenants of the transferred sites. After the acquisition of HTN by IHS in June 2016, the subsisting MSCA between SWAP and HTN was novated to IHS.

In order to relieve SWAP of its existing debt burden, the company has identified a private equity firm known as Keynes Private Equity who has made an offer to purchase its indebtedness to Afrexim and other Syndicate lenders for $62million as full as final payment for the outstanding indebtedness of SWAP in exchange for a full release of the security charge and debentures the lenders and trustees have over the assets of the company. This offer was duly accepted by Afrexim via its letter dated 14 February 2017. The conclusion of this transaction will lead to drastic reduction of the company’s debt profile (including accrued interest) in the books as at 28 February 2017 from N61.65billion to N19.55billion.

Additional, the company’s management has resolved to exit the tower asset and collocation business in Nigeria. An indicative valuation of its existing tower assets by management based on market information of



sales by similar tower infrastructure companies have been put at $122.4million (N38.59billion). It is currently in discussion with other tower operators who have indicated an interest to buy over SWAP’s tower assets. Management believes that this transaction will be concluded within the next six months.

Upon conclusion of the above transactions, management intends to restructure SWAP Nigeria as a holding company which will basically hold investment in its subsidiary companies. This will lead to extinction of the tower assets and Collocation sales business line of SWAP Nigeria.

Though the Group plan to return to profitability in the short run however there is uncertainty as to the timing and extent of profitability because the Group’s plan is to now operate on a smaller scale and the profits projected for the next 3 year would not be sufficient to eliminate the huge accumulated losses. These conditions indicate the existence of a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern

The financial statements are prepared on the basis of accounting policies applicable to a going concern. This basis presumes that Keynes Private Equity will purchase the existing debts due to Afrexim and other Syndicate lenders and that SWAP will generate sufficient cash flow from the sales of its tower assets to payback Keynes and settle other unsecured creditors and that realisation of assets and settlement of liabilities will occur in the ordinary course of business.



Group Company2015 2014 2015 2014

N’000 % N’000 % N’000 % N’000 %

Revenue- Local 3,968,600 3,450,538 3,483,539 2,936,066

Bought-in-materials and services:- Imported (3,513,559) (1,358,601) (3,406,901) (1,175,959)- Local (7,133,589) (2,725,879) (6,835,560) (2,359,428)

Value added from operations (6,678,548) (633,942) (6,758,922) (599,321)

-Other income 19,208 78,145 16,377 64,319

Total Value loss (6,659,340) 100 (555,797) 100 (6,742,545) 100 (535,002) 100

Applied as follows:To pay employees:Salaries, wages and other benefits 208,808 (3) 253,112 (46) 75,123 (1.1) 94,751 (18)To pay Government:Taxation 8,915 (0.02) 8,327 (1) 7,736 (0.1) 7,068 (1)To pay providers of capital:Finance charges 4,444,210 (67) 3,067,571 (552) 4,392,133 (65) 3,005,756 (562)Retained for future growth and ExpansionDepreciation and amortization 1,541,388 (23) 1,727,716 (311) 1,514,202 (22) 1,693,185 (316)Deferred tax (7,265) 11 (19,987) 4Total comprehensive income (12,855,396) 193 (5,592,536) 1,006 (12,731,739) 189 (5,335,762) 997

(6,659,340) 100 (555,797) 100 (6,742,545) 100 (535,002) 100

Value loss represents the additional wealth utilised by the Company and its employees’ efforts. The statement shows the allocation of that wealth to employees, government, providers of finance and shareholders, and that retained for future creation of more wealth.

CONSOLIDATED STATEMENT OF VALUE ADDEDFor The Year Ended 30 June 2015


IFRS NGAAP

GROUP30-Jun-15 30-Jun-14 30-Jun-13 30-Jun-12

18 Months period ended

June 2011ASSETS / LIABILITIES N’000 N’000 N’000 N’000 N’000Total non-current assets 12,266,189 13,797,910 15,575,183 15,201,705 19,146,011Total current assets 2,758,398 2,670,776 4,019,502 4,894,655 4,745,007Total Current liabilities (35,063,985) (18,106,465) (10,746,971) (7,654,930) (5,202,804)Total Non- Current liabilities (7,164,834) (12,711,057) (17,604,014) (14,306,017) (16,749,123)

NET ASSETS (27,204,232) (14,348,836) (8,756,300) (1,864,507) 1,939,091

CAPITAL AND RESERVESShare capital 1,352,689 1,352,689 1,352,689 1,352,689 1,352,689Share premium account 2,953,228 2,953,228 2,953,228 2,953,228 2,953,228Reserves (31,510,149) (18,654,753) (13,062,217) (6,170,504) (2,366,826)

Total equity (27,204,232) (14,348,836) (8,756,300) (1,864,507) 1,939,091

COMPANYASSETS / LIABILITIES N’000 N’000 N’000 N’000 N’000Total non-current assets 12,708,121 14,225,498 16,010,236 15,311,533 19,212,097Total current assets 2,420,131 2,209,985 3,305,038 4,754,123 4,557,471Total Current liabilities (34,530,845) (17,509,425) (10,151,698) (7,442,424) (4,871,826)Total Non- Current liabilities (7,077,243) (12,674,155) (17,575,911) (14,304,990) (16,749,123)

NET ASSETS (26,479,836) (13,748,097) (8,412,335) (1,681,758) 2,148,619

CAPITAL AND RESERVESShare capital 1,352,689 1,352,689 1,352,689 1,352,689 1,352,689Share premium account 2,953,228 2,953,228 2,953,228 2,953,228 2,953,228Retained earnings (30,785,753) (18,054,014) (12,718,252) (5,987,675) (2,157,298)

Total equity (26,479,836) (13,748,097) (8,412,335) (1,681,758) 2,148,619

FIVE YEAR FINANCIAL SUMMARYStatement Of Financial Position As At


PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDEDIFRS NGAAP

GROUP 30-Jun-15 30-Jun-14 30-Jun-13 30-Jun-12

18 Months period ended

June 2011N’000 N’000 N’000 N’000 N’000

Turnover 3,968,600 3,450,538 5,319,146 6,703,722 4,130,905

Loss before taxation (12,857,608) (5,607,468) (6,891,887) (2,732,197) (2,539,111)Taxation 1,650 (11,660) 5,503 (745,837) 542,995

Loss after taxation (12,855,958) (5,595,808) (6,886,384) (3,478,034) (1,996,116)

COMPANY N’000 N’000 N’000 N’000 N’000Turnover 3,483,539 2,936,066 4,340,917 6,028,386 3,650,766

Loss before taxation (12,718,441) (5,327,863) (6,713,561) (2,771,378) (2,374,932)Taxation (7,736) (7,068) (11,336) (745,837) 551,674

Loss after taxation (12,726,177) (5,334,931) (6,724,897) (3,517,215) (1,823,258)

Per Share dataGroupEarnings - Basic (kobo) (475) (207) (255) (130) (74)Net assets (1,006) (530) (324) (69) 72

CompanyEarnings - Basic (kobo) (470) (197) (249) (130) (67)Net assets (kobo) (979) (508) (311) (62) 79

Certain adjustments were effected against the IFRS balances for 2012, 2013 and 2014. The main once include: Reclassification of intangible assets included in Property plant and equipment, Recognision of fair value gain on investment properties, Remeasurement of employee receivables and carried at amortized cost, Remeasurement of finance lease liabilities using present value, elimination of capital reserves and cummulative currency translation difference prior to 1st July 2012 (transition date) , defined benefits plan remeasurement and deferred tax liability remeasurements using temporary difference approach. If these adjustments were effected against the NGAAP balances, they will comply with IFRS.

FIVE YEAR FINANCIAL SUMMARY - Continued


NOTES


NOTES


NOTES

Annual General Meeting of SWAP Technologies & Telecomms Plc (the “Company”) to be held on 12th day of June, 2018 at The Peninsula Hotel & Towers, Lekki-Epe Expressway, after Lekki Phase 1 Roundabout, (beside Bras Motors) Lekki, Lagos at 11 am, prompt.

I/We __________________________________________ being a member/members of Swap Technologies &

Telecomms Plc. hereby appoint ____________________________________ or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Tuesday the 12th of June, 2018 and at every adjournment thereof.

Dated this __________ day of _____________________, 2018. Signature: ________________________________

ORDINARY BUSINESS1. To receive the audited financial Statements for the year ended 30th

June 2013 and the Chairman’s, Directors’ and auditors’ report thereon.

2. To receive the audited financial Statements for the year ended 30th June 2014 and the Chairman’s, Directors’ and auditors’ report thereon.



5. To elect/re-elect Directors.

6. To fix the remuneration of Directors.

7. To appoint Auditors to the Company

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

9. To elect/re-elect members of the Audit Committee.

SPECIAL BUSINESSTo consider and if thought fit, pass the following resolution as a Special resolution:

1. The change of the Company’s name from SWAP Technologies & Telecomms Plc to SWAP Plc

RESOLUTION FOR AGAINST

A member (shareholder) who is unable to attend an Annual General Meeting is allowed by law to vote by proxy. The above proxy form has been prepared to enable you exercise your right to vote, in case you cannot personally attend the meeting.

Please sign this proxy form and forward it, so as to reach the office of the Company Secretary A.K. Nominees Management Services Limited, 1B, Otunba Adedoyin Ogunugbe Street, off Omorinre Johnson Street, Lekki Phase I, Lagos not later than Wednesday the 6th day of June, 2018. If executed by a coporation, the proxy form should be sealed with the common seal.

The proxy must produce the admission card sent with the Report and Accounts to obtain entrance to the meeting.

Please indicate with an “X” in the appropriate box how you want your vote to be cast on the resolutions set out above. Unless otherwise instructed, the proxy will vote or abstain from voting at his/her discretion.

Admission SlipPlease admit the Shareholder named on this slip or his duly appointed proxy to the Annual General Meeting of SWAP Technologies & Telecomms Plc to be held on 12th day of June, 2018 at the Peninsula Hotel & Towers, Lekki-Epe Expressway.

NAME: ____________________________________________________________________________

ADDRESS: ________________________________________________________________________

PROXY FORM

Documents

CONTENTS PAGE - PAC Registrarspacregistrars.com/pacregistrars/downloads/Media... · 3 2015 Annual Report Accounts SWAP Technoloies Telecomms Plc. NOTICE OF ANNUAL GENERAL MEETING