Quarter 5 - financial statement for 2025

Corporate information 1

Statement of corporate responsibility for the financial statements 2

Report of the directors 3

Corporate governance report 7

Statement of directors' responsibilities 9

Report of the audit committee 10

Management's Annual Assessment of, and Report on Internal Control over Financial Reporting 11

Certification of management's assessment on internal control over financial reporting 14

Practitioner's report on internal control over financial reporting 16

Independent auditor's report 18

Consolidated and separate statements of profit or loss and other comprehensive income 22

Consolidated and separate statements of financial position 23

Consolidated and separate statements of changes in equity 24

Consolidated and separate statements of cash flows 25

Notes to the consolidated and separate financial statements 26

Other national disclosures:

Value added statement 65

Five-year financial Summary - Group 66

Five-year financial Summary - Company 67

We, the undersigned hereby certify the following with regards to our audited financial statements for the year ended 31 December 2025 that:

1. We have reviewed the report and to the best of our knowledge, the report does not contain:

   • any untrue statement of a material fact, or

   • omit to state a material fact, which would make the statements misleading in the light of circumstances under which such statements were made;

2. To the best of our knowledge, the financial statement and other financial information included in this report fairly present in all material respects the financial condition and results of operation of the company as of, and for the periods presented in this report.

3. We:

   • are responsible for establishing and maintaining internal controls;

   • have designed such internal controls to ensure that material information relating to the Company and its consolidated subsidiaries is made known to such officers by others within those entities particularly during the period in which the periodic reports are being prepared;

   • have evaluated the effectiveness of the Company's internal controls as of date within 90 days prior to the report;

   • have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation as of that date;

4. We have disclosed to the auditors of the Company and Audit Committee:

   • significant deficiencies in the design or operation of internal controls which would adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the company's auditors any material weakness in internal controls, and

   • that there are no fraud, whether or not material, that involves management or other employees who have significant role in the Company's internal controls;

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

FRC/2013/PRO/00000002456

Group Financial Controller

FRC/2026/PRO/ICAN/001/860155

_ July 2026 _ July 2026

The Directors have pleasure in presenting their report on the affairs of Caverton Offshore Support Group Plc ("the Company") together with its subsidiaries ("the Group") and the consolidated and separate audited financial statements of the Group and the Company for the year ended 31 December 2025.

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

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

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

The Directors do not recommend payment of dividend in respect of the year ended 31 December 2025 (2024: Nil).

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

The Company did not purchase any of its own shares during the year under review (2024: Nil).

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

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

Authorized Paid up

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

None of the Directors has notified the Group for the purpose of Section 303 of the Companies and Allied Matters Act of any disclosable interest in contracts with which the Group is involved as at 31 December 2025 (2024: Nil).

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

The issued and fully paid up share capital of the Company is N1,675,254,875 (One billion, six hundred and seventy-five million, two hundred and fifty-four thousand, eight hundred and seventy-five naira) made up of 3,350,509,750 ordinary shares of 50kobo each. According to the register of members, apart from the three substantial shareholders (Tasmania Investments Limited, Aderemi Makanjuola and Molar Vessels Limited) no other person or persons held more than 5% of the issued and fully paid up shares of the company at 31 December 2024.

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

The Group has a non-discriminatory policy on the consideration of applications for employment, including those received from disabled persons. All employees are given equal opportunities to develop themselves. The Group's policy is that the highest qualified and most experienced persons are recruited for appropriate job levels irrespective of an applicant's state of origin, ethnicity, religion or physical condition. The Group had no disabled employee as at 31 December 2025 (2024: Nil).

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

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

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

The movement in property, plant and equipment during the year is shown in note 17. In the opinion of the directors, the market value of the company's property, plant and equipment is not less than the value shown in these financial statements.

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

The following key events occured in the year (2024: Nil).

• The company revalued it's assets and brought into the books the updated values of the assets. This exercise was carried out by Knight Frank Nigeria

• Caverton Marine Ltd entered into a landmark partnership with NNPC and Stena Bulk to jointly establish Unity Shipping Worldwide to take advantage of global shipping opportunities in crude oil exports and petroleum products

• Caverton Helicopters is also in advanced discussion with NHV for helicopter operations in Nigeria

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

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

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

Company secretary

FRC/2015/PRO/00000011302

_ July 2026

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

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

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

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

Note:

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

  BOARD COMMITTEES

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

  SAFETY COMMITTEE

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

  MEMBERSHIP OF THE COMMITTEE
  MEETINGS	1	2	3	4
  	3/13/2025	7/15/2025	10/16/2025	12/9/2025
  Mr. Bashiru Bakare (Chairman)	✓	✓	✓	AD
  Mr. Akinsola Falola	✓	✓	✓	✓
  Mr. Akin Kekere-Ekun	✓	✓	✓	✓
  Mallam Bello Gwandu	✓	✓	✓	✓

  Note:

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

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

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

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

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

The Companies and Allied Matters Act, 2020, requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of financial affairs of the group at the end of the year and of its profit or loss. The responsibilities include ensuring that the Group:

1. keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the group and comply with the requirements of the Companies and Allied Matters Act, 2020;

2. establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other irregularities; and

3. prepares its 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 consolidated and separate financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with the International Financial Reporting Standards issued by the International Accounting Standard Board (IFRS Accounting Standards), the requirements of the Companies and Allied Matters Act, 2020 and Financial Reporting Council of Nigeria (Amendment) Act 2023.

   The directors are of the opinion that the consolidated and separate financial statements give a true and fair view of the state of the financial affairs of the Group and Company of their profit for the year ended 31 December 2025. The directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of consolidated and separate financial statements, as well as adequate systems of internal financial control.

   ……………….…………..……….…… Mr. Olabode Makanjuola Managing Director

   FRC/2013/PRO/00000002456

   
   
   
   
   

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

   ……………….…………..……………. Mr. Aderemi Makanjuola

   Chairman

   FRC/2013/PRO/00000002400

   _ July 2026 _ July 2026

   REPORT OF THE AUDIT COMMITTEE

   In compliance with Section 404(4) of the Companies and Allied Matters Acts, the members of the Audit Committee of Caverton Offshore Support Group Plc hereby report as follows:

   1. We have exercised our statutory functions under Section 404(4) of the Companies and Allied Matters Act and state that the scope and planning of the audit were adequate in our opinion.

   2. We are of the opinion that the accounting and reporting policies of the Group conformed to the statutory requirements.

   3. The internal control and internal audit functions of the group were operated effectively.

   4. The external auditor's findings are being dealt with satisfactorily by the management; and

   5. We acknowledge the cooperation of management and staff in the conduct of our responsibilities.

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

Chairman , Audit Committee

FRC/2021/003/00000023038

_ July 2026

Mr. Hakeem Shagaya - Chairman Minority Shareholder Akin Kekere-Ekun Non Executive Director

Chief Raymond Ihyembe Non Executive Director

Mr. Tola Atekoja Minority Shareholder

Mr. Friday Odigue Ejere Minority Shareholder

The accompanying notes on pages 26 to 64 form an integral part of these financial statements.

These financial statements and other national disclosures on pages 22 to 67 were approved by the board of directors on July 2026 and signed on its behalf by the directors listed below:

The accompanying notes on pages 26 to 64 form an integral part of these financial statements.

CAVERTON OFFSHORE SUPPORT GROUP PLC

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

CONSOLIDATED AND SEPARATE STATEMENTS OF CHANGES IN EQUITY

The accompanying notes on pages 26 to 64 form an integral part of these financial statements.

The split of cash balances and bank overdraft can be seen in note 24

Effects of exchange rate on cash and bank balances represents the unrealized foreign exchange gain or loss on translation of cash and cash equivalents denominated in foreign currencies during the period.

The accompanying notes on pages 26 to 64 form an integral part of these financial statements.

1. Corporate information

   Caverton Offshore Support Group Plc (the Company or the parent) is a limited liability company incorporated and domiciled in Nigeria. The registered office is located at 1, Prince Kayode Akingbade Close, Off Muri Okunola Street, Victoria Island, Lagos, Nigeria. The Group is principally engaged in the provision of offshore services to the oil and gas industry, harbour and general marine operations; and the provision of charter, shuttle and maintenance services of helicopters and airplanes to third parties. Information on the Group's structure and other related party relationships of the Group is provided in Note 31.

   The consolidated and separate financial statements of Caverton Offshore Support Group Plc and its subsidiaries (collectively, the Group) for the year ended 31 December 2025 were authorized for issue in accordance with a resolution of the directors.

2. Material accounting policies
   1. Basis of preparation

      The Group prepared its consolidated and separate financial statements in accordance with International Financial Reporting Standards (IFRS Accounting Standards) as issued by the International Accounting Standards Board. The consolidated and separate financial statements also comply with the requirements of the Companies and Allied Matters Act, 2020 and Financial Reporting Council of Nigeria (Amendment) Act 2023. The consolidated and separate financial statements have been prepared on a going concern basis.

      Going concern

      Financial statements are prepared using IFRS Accounting Standards that are applicable to a going concern, which anticipates the realization of assets and settlements of liabilities in the normal course of business as they fall due. The Group incurred a net profit of N45.8 billion during the year ended 31 December 2025 (31 December 2024: 53.9 billion loss), and as of that date, the net current liabilities and the negative shareholders fund stood at N44.5 billion and N8.8 billion respectively.

      To ensure sustainable growth and financial stability, management is actively pursuing several key initiatives, including:

      Advanced discussions regarding Caverton Helicopter's partnership with the NHV Group for helicopter operations in Nigeria. This collaboration is expected to restore contracts with major International Oil Companies (IOCs). In addition, The planned equity injection into the company by the Nigerian Content Development and Monitoring Board (NCDMB) is anticipated to be finalized in the second half of 2026.

      Caverton Marine has also gained considerable momentum through the formation of Unity Shipping Worldwide (USW), a newly established joint venture with the Nigerian National Petroleum Company (NNPC) and Stena Bulk. USW leverages NNPC's position as the national oil company, Stena Bulk's global tanker fleet, and C Marine's well-established indigenous logistics platform. Full operational capabilities are expected by the third quarter of 2026.

      The Group is also developing inland water transport and electric vessel capabilities through its OMIBUS platform, in collaboration with Explomar, a Shanghai-based OEM specializing in high-performance electric outboard engines and batteries. With a prototype vessel currently in operation, delivery of 10 electric ferries for Lagos waterways is projected for the fourth quarter of 2026.

      Collectively, these initiatives position the Group on a diversified, partnership-driven growth trajectory, providing unique access to foreign currency marine revenues and robust competitive advantages. This foundation supports a credible multi-year value creation plan, reinforcing the Group's viability and long-term prospects for shareholders.

      Based on the foregoing, the Directors are confident that the Company would be able to continue to operate and be in a position to settle all its obligations in the normal course of business. Accordingly, the Directors considered it appropriate to prepare the financial statements on the basis of accounting policies applicable to a going concern.

      Functional and presentation currency

      The consolidated and separate financial statements have been prepared on a historical cost basis, except for financial assets and liabilities carried at fair value through profit or loss and inventories carried at Net Realisable Value (NRV). Including the basis of preparation of assets held for sale. The consolidated and separate financial statements are presented in Naira, which is the Group's functional currency and all values are rounded to the nearest thousand (N'000), except when otherwise indicated.

      Composition of financial statements

      The financial statements comprise:

      • Consolidated and separate statement of profit or loss and other comprehensive income

      • Consolidated and separate statement of financial position

      • Consolidated and separate statement of changes in equity

      • Consolidated and separate statement of cash flows

      • Notes to the Consolidated and separate financial statements

      NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
   2. Basis of consolidation

      The consolidated financial statements comprise the financial statements of the Group as at 31 December 2025. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

      • Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)

      • Exposure, or rights, to variable returns from its involvement with the investee

      • The ability to use its power over the investee to affect its returns

        Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

      • The contractual arrangement(s) with the other vote holders of the investee

      • Rights arising from other contractual arrangements

      • The Group's voting rights and potential voting rights

        The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

        Profit or loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

        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 related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.

   3. Summary of material accounting policies

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects to measure the non-controlling interests in the acquiree at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments, is measured at fair value with the changes in fair value recognised in the statement of profit or loss in accordance with IFRS 9. Other contingent consideration that is not within the scope of IFRS 9 is measured at fair value at each reporting date with changes in fair value recognised in profit or loss.

Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill has been allocated to a cash-generating unit (CGU) and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.

1. Business combinations and goodwill (continued) Current versus non-current classification

   The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is:

   • Expected to be realised or intended to be sold or consumed in the normal operating cycle;

   • Held primarily for the purpose of trading;

   • Expected to be realised within twelve months after the reporting period; or

   • 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.

     A liability is current when:

   • It is expected to be settled in the normal operating cycle;

   • It is held primarily for the purpose of trading;

   • It is due to be settled within twelve months after the reporting period; or

   • There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

     The Group classifies all other liabilities as non-current.

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

2. Investment in associates

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

The considerations made in determining significant influence are similar to those necessary to determine control over subsidiaries. The Group's investment in its associate are accounted for using the equity method.

1. Investment in associates (continued)

   Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of net assets of the associate since the acquisition date. Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for impairment separately.

   The statement of profit or loss reflects the Group's share of the results of operations of the associate. Any change in OCI of those investees is presented as part of the Group's OCI. In addition, when there has been a change recognised directly in the equity of the associate, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate.

   The aggregate of the Group's share of profit or loss of an associate is shown on the face of the statement of profit or loss outside operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the associate.

   The financial statements of the associate are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

   After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value, and then recognises the loss within 'Share of profit of an associate' in the statement of profit or loss.

   Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.

   NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS 2.3 Summary of material accounting policies (continued)
2. Fair value measurement

   The Group measures financial instruments such equity financial assets, and non-financial assets such as investment properties, at fair value at each reporting date.

   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:

   • In the principal market for the asset or liability or

   • In the absence of a principal market, in the most advantageous market for the asset or liability

     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 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 categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value 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 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.

     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.

3. Revenue from contracts with customers

   The Group is in the business of providing aviation and marine services. Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

   The Group has generally concluded that it is the principal in its revenue arrangements, because it typically controls the services before transferring them to the customer.

   The disclosures of significant accounting judgements, estimates and assumptions relating to revenue from contracts with customers are provided in Note 3.

   Provision of aviation services

   Revenue from providing aviation services is earned from providing aircraft charter service, shuttle service, and maintenance of helicopters. These revenue are recognised at a point in time upon completion of the flight or maintenance service.

   Provision of training services

   Revenue from training services is earned from providing training to pilots and engineers of contracting organisations. These revenues are recognised at a point in time upon completon of the training contracted with the customer.

   NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
   1. Summary of material accounting policies (continued) Provision of marine services

      1. Agency services: Revenue from agency services is earned from services provided to licenced off-takers of Liquified natural gas sold by

         Nigerian LNG Limited (NLNG). This revenue is recognised at a point in time upon receipt of the LNG by the off-taker.

      2. Other marine services: Revenue from other marine services is earned from the provision of boat building, boat maintenance and boat operations services. These revenue are recognised over time since the customer simultaneously receives and consumes the benefit provided by the Group. Satisfactory performance of the service is measured using an output method based on total quantity of goods discharged on behalf of customers and rate charged to customers.

   The Group has decided to use the practical expedient since the right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Group's performance completed to date, the Group recognise revenue in the amount to which it has a right to invoice. The normal credit term is 30 to 90 days upon performance of service.

   Significant financing component

   Using the practical expedient in IFRS 15, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised service to the customer and when the customer pays for that service will be one year or less.

   Contract balances
   • Contract assets

     A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.

   • Trade receivables

     A receivable represents the Group's right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies for financial assets under financial instruments - initial recognition and subsequent measurement.

   • Contract liabilities

   A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract.

4. Government grants

   Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

   When loans are provided by governments or related institutions with an interest rate below the current applicable market rate, the effect of this favourable interest is recognised as government grant which is the difference between the market rate and the below market rate of the loan. The grant element is being deferred and recognised in profit or loss on a systematic basis over the tenor of the loan as this is the period the grant relates.

5. Corporate taxes Current income tax

   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. The Group is subject to education tax and CITA. Current income tax relating to items recognised directly in equity or other comprehensive income is recognised in equity or other comprehensive income and not in the profit or loss.

   NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
   1. Summary of material accounting policies (continued) Deferred taxation

      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, except:

      • 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.

      • In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, 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, the 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 or there is sufficient future taxable temporary differences, except:

      • 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.

      • In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, 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 utilised.

        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 reassessed 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.

        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.

        The Group offsets deferred tax assets and deferred tax 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 taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

        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.

   NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS 2.3 Summary of material accounting policies (continued)
6. Foreign currencies

   The Group's consolidated financial statements are presented in Naira, which is also the parent Group'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 on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.

   Transactions and balances

   Transactions in foreign currencies are initially recorded by the Group's entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

   Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange 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 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 the gain or loss on the change in fair value of the item (i.e., 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).

   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 translation for consolidation are recognised in OCI and accumulated in the foreign currency translation reserve. On disposal of a foreign operation, the cumulative translation gain/loss relating to that particular foreign operations disposed is reclassified to profit or loss.

   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.

7. Dividend distributions

   The Group recognises a liability to make cash or non-cash distributions to owners of equity when the distribution is authorised and is no longer at the discretion of the Group.

8. Property, plant and equipment

At the beginning of the current year, the directors decided to change the basis of measuring it's property, plant and equipment from historical cost model to revaluation model to ensure the Company's financial position reflects current economic realities. Under the revaluation model, revaluation will be carried out regularly, so that the carrying amount of an asset does not differ materially from its fair value at the balance sheet date. The asset cost and accumulated depreciation are grossed up so that the net book value as at revaluation date will reflect the revalued amount. Revalued assets are depreciated in the same way as under the cost model.

If an item is revalued, the entire class of assets to which that asset belongs will be revalued. The Capital work in progress (CWIP) asset class was excluded from the revaluation.

IAS 8 provides an exemption for changes in accounting policy for PPE from historical cost model to the fair value model, allowing the entity to treat the initial fair value adjustments as a revaluation under IAS 16, rather than retrospectively restating prior periods. When an entity chooses to revalue its PPE under IAS 16, it recognizes the difference between the fair value and the carrying amount (historical cost less accumulated depreciation) either as an increase in equity (revaluation surplus) or as a decrease in equity (revaluation deficit), depending on the direction of the difference.

CWIP includes only assets that were not ready for their intended use.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised.

The Company will engage external, independent and qualified valuers to perform independent valuations for its property, plant and equipment at sufficient regular period, between 2 to 5 years, to ensure that the fair value of the revalued asset does not differ materially from it carrying amount. At the end of each reporting period, the directors update their assessment of the fair value of each property, taking into account the most recent independent valuations. The directors would determine a property's value within a range of reasonable fair value estimates. The best evidence of fair value will be current prices in an active market for similar properties.

1. Leases (continued)

   If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. Refer to the accounting policies in section (s) Impairment of non-financial assets.

   1. Lease liabilities

      At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

      In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date when the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Group's lease liabilities are included in Interest-bearing loans and borrowings (see Note 29).

   2. Short-term leases and leases of low-value assets

   The Group applies the short-term lease recognition exemption to its short-term leases of motor vehicles, residential apartments and some warehouses (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option and extension options). The Group does not have any leased assets categorised as low-value assets. Lease payments on short-term leases are recognised as expense on a straight-line basis over the lease term.

   Group as a lessor

   Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease term and is included in revenue in the statement of profit or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

2. 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 (a qualifying asset) are capitalized as part of the cost of the respective assets. Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds. Where funds are borrowed specifically to finance a project, the amount capitalized represents the actual borrowing costs incurred. Where surplus funds are available for a short term out of money borrowed specifically to finance a project, the income generated from the temporary investment is deducted from the total capitalized borrowing cost. Where the funds used to finance a project form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to relevant general borrowings of the Group during the year.

3. Intangible assets

   Intangible assets include purchased computer software and software licences with finite useful lives. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses, if any.

   The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are amortised over their useful economic lives 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 is reviewed at least at the end of each reporting period.

   Amortisation is calculated using the straight-line method over 4 years.

   Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates which are accounted for prospectively. The amortisation expense on intangible assets with finite lives is recognised in the profit or loss in the expense category consistent with the function of the intangible assets.

   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 derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the profit or loss when the asset is derecognised.

   NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS 2.3 Summary of material accounting policies (continued)
4. 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.

   1. Financial assets Initial recognition and measurement

      Financial assets are classified at initial recognition as, amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

      The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15.The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15. Refer to the accounting policies on revenue from contracts with customers.

      In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

      The Group's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. The business model test is done at entity level.

      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 trade date, i.e., the date that the Group commits to purchase or sell the asset.

      Subsequent measurement

      For purposes of subsequent measurement, financial assets are classified in four categories:

      • Financial assets at amortised cost (debt instruments)

      • Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)

      • Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)

      • Financial assets at fair value through profit or loss

        Financial assets at amortised cost (debt instruments)

        This category is the most relevant to the Group. The Group measures financial assets at amortised cost if both of the following conditions are met:

      • The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows and

      • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

        Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

        The Group's financial assets at amortised cost includes trade receivables and due from related parties.

        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 statement of financial position) when:

      (a)

      (b)

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

      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:

      the Group has transferred substantially all the risks and rewards of the asset, or

      the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

      NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS 2.3 Summary of material accounting policies (continued) n) Financial instruments - initial recognition and subsequent measurement (continued)

      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 its 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.

      The revenue growth rate was 10% all the projected years, the projected annual revenue growth included in the cash flow projections for the years 2024 - 2027 has been based on growth rate of five years.

      Impairment of financial assets

      The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms (if any).

      ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

      For fixed deposits and staff loans, the Group applies general approach in calculating ECLs. It is the Group's policy to measure ECLs on such asset on a 12-month basis. However, when there has been a significant increase in credit risk since origination, the allowance will be based on the lifetime ECL.

      The Group calculates ECLs based on a three probability-weighted scenarios to measure the expected cash shortfalls, discounted at an approximation to the EIR. A cash shortfall is the difference between the cash flows that are due to an entity in accordance with the contract and the cash flows that the entity expects to receive.

      • The Probability of Default (PD) is an estimate of the likelihood of default over a given time horizon.

      • The Exposure at Default (EAD) is an estimate of the exposure at a future default date, taking into account expected changes in the exposure after the reporting date, including repayments of principal and interest, whether scheduled by contract or otherwise.

      • The Loss Given Default (LGD) is an estimate of the loss arising in the case where a default occurs at a given time. It is based on the difference between the contractual cash flows due and those that the Group would expect to receive, including from the realization of any collateral. It is usually expressed as a percentage of the EAD.

        When estimating the ECLs, the Group considers three scenarios (a base case, an upside, a downside). Each of these is associated with different PDs, EADs and LGDs. In its ECL models, the Group relies on a broad range of forward looking information as economic inputs, such as:

      • GDP growth

      • Oil price

      • Exchange rate

      • Inflation rate

      Write-offs

      The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Group's recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.

   2. Financial liabilities Initial recognition and measurement

      Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, and at amortised costs. All financial liabilities are recognised initially at fair value net of directly attributable transaction costs.

      The Group's financial liabilities comprises financial liabilities measured at amortised cost.

      Subsequent measurement

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

      NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS 2.3 Summary of material accounting policies (continued)
      1. Financial instruments - initial recognition and subsequent measurement (continued) Financial liabilities at fair value through profit or loss

         Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

         Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

         Gains or losses on liabilities held for trading are recognised in profit or loss.

         Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. The Group has not designated any financial liability as at fair value through profit or loss.

         Financial liabilities at amortised cost Loans and borrowings

         After initial recognition, interest-bearing loans and borrowings 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.

         This category generally applies to interest-bearing loans and borrowings.

         Derecognition

         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 the statement of profit or loss.

   3. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the 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.

1. Inventories

   Inventories are defined as assets held for sale in the ordinary course of business or in the process of production for such sale or in the form of materials or supplies to be consumed in the production process or in the rendering of services. The Group's inventories primarily consist of spare parts and tools (consumables within one accounting period). Cost of inventory represents purchase cost including freight and other incidental expenses.

   Inventories are measured at the lower of cost (determined on a first in first out ('FIFO') basis) and net realizable value. Inventory costs include purchase price, freight inwards and transit insurance charges and other directly attributable costs incurred in bringing inventories to present location and condition. Where appropriate, allowance is made for slow moving, obsolete and defective stock based on management's estimates on the usability of those stocks.

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

2. 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 CGU's fair value less costs of disposal and its value in use. The 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.

   The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Group's CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. A long-term growth rate is calculated and applied to project future cash flows after the fifth year.

   NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
   1. Summary of material accounting policies (continued)

      Impairment losses of continuing operations, including impairment on inventories, are recognised in profit and loss in those expense categories consistent with the function of the impaired asset.

      For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may 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 recognised in profit and loss.

      Goodwill is tested for impairment annually as at 31 December and when circumstances indicate that the carrying value may be impaired.

      Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than their carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.

      Intangible assets with indefinite useful life are tested for impairment annually as at 31 December either individually or at the CGU level, as appropriate. All intangible assets are tested for impairment when circumstances indicate that the carrying value may be impaired.

3. Cash and bank balances

   Cash and bank balances 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 from the date of acquisition and restricted cash. For the purpose of the cash flows, cash and cash equivalents consist of cash and short-term deposits as defined above, net of outstanding bank overdrafts.

4. Provisions

   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, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in profit and 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, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

   Contingencies

   Contingent liabilities are possible obligations whose existence will only be confirmed by future events not wholly within the control of the Group, or present obligations where it is not probable that an outflow of resources will be required or the amount of the obligation cannot be measured with sufficient reliability.

   Contingent liabilities are not recognized in the financial statements but are disclosed unless the possibility of an outflow of economic resources is considered remote.

5. Pensions and other post-employment benefits

   The Group operates a defined contribution plan in line with the provisions of the Pension Reform Act 2014. This plan is in proportion to the services rendered to the Group by the employees with no further obligation on the part of the Group.

   The Group and its employees each contribute a minimum of 10% and 8% respectively of employee's total emoluments. Staff contributions to the scheme are funded through payroll deductions while the group's contribution is recorded as personnel expenses in the profit or loss.

6. Key management personnel

   For the purpose of related party disclosures, key management personnel are those who have authority and responsibility for planning, directing and controlling the activities of Group. For Caverton Offshore Support Group, key management personnel are considered to be designations from Director Level at the Group.

7. Earnings per share

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

   Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

8. Except when a standard or interpretation permits or requires otherwise, all amounts are reported or disclosed with comparative information. Where IAS 8 applies, comparative figures have been adjusted to conform with changes in presentation in the current year

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2025 reporting periods and have not been early adopted by the Group. The Group's assessment of the impact of these new standards and interpretations is set out below.

1. Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7

   In May 2024, the IASB issued targeted amendments to IFRS 9, 'Financial Instruments', and IFRS 7, 'Financial Instruments: Disclosures', to respond to recent questions arising in practice. These amendments:

   1. clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;

   2. clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;

   3. add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of enviromental, social and governance targets); and

   4. update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).

      The amendments to IFRS 9 and IFRS 7 will be effective for annual reporting periods beginning on or after 1 January 2026, with early application permitted.

      The amendments are not expected to have a material impact on the Group's financial statements.

2. IFRS 18 Presentation and Disclosure in Financial Statements [effective 1 January 2027]

   In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all

   income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new.

   It also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified 'roles' of the primary financial statements (PFS) and the notes.

   In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from 'profit or loss' to 'operating profit or loss' and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.

   IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively.

   The amendments are not expected to have a material impact on the Group's financial statements.

   NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS 2.5 New standards, amendments and interpretations not yet adopted (continued)
3. IFRS 19 Subsidiaries without Public Accountability: Disclosures [effective 1 January 2027]

   In May 2024, the IASB issued IFRS 19, which allows eligible entities to elect to apply its reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards.

   To be eligible, at the end of the reporting period, an entity must be a subsidiary as defined in IFRS 10, cannot have public accountability and must have a parent (ultimate or intermediate) that prepares consolidated financial statements, available for public use, which comply with IFRS accounting standards.

   IFRS 19 will become effective for reporting periods beginning on or after 1 January 2027, with early application permitted. The Group's is not eligible to elect to apply IFRS 19.

4. Annual Improvements to IFRS Accounting Standards - Volume 11

The IASB has made the following improvements in September 2024:

IFRS 1. 'First time Adoption of International Financial Reporting' - to improve consistency between IFRS 1 and IFRS 9, 'Financial Instruments', in relation to requirements for hedge accounting, and to improve the understandability of IFRS 1;

IFRS 7, 'Financial Instruments: Disclosures' - to improve consistency in the language used in IFRS 7 with the language used in IFRS 13, 'Fair Value Measurement';

IFRS 9 - to clarify how a lessee accounts for the derecognition of a lease liability when it is extinguished and to address an inconsistency between IFRS 9 and IFRS 15, 'Revenue from Contracts with Customers', in relation to the term 'transaction price';

IFRS 10, 'Consolidated Financial Statements' - to clarify the requirements in relation to determining de facto agents of an entity; and

IAS 7, 'Statement of Cash Flows' - to replace term 'cost method' with 'at cost', since the term is no longer defined in IFRS Accounting Standards.

The preparation of the Group's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying 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 assets or liabilities affected in future periods.

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 consolidated financial statements:

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Group has several lease contracts that include extension. The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).

The Group included the renewal period as part of the lease term for leases of office and residential buildings with shorter non-cancellable period of one to two years. Also, the renewal periods for leases of aircraft with longer non-cancellable periods of three to seven years are included as part of the lease term as these are also reasonably certain to be exercised as well. The Group typically exercises its option to renew for these leases because there will be a significant negative effect on services rendered if a replacement asset is not readily available. Furthermore, there are no periods covered by termination options that are included as part of the lease term of the Group.

The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group 'would have to pay', which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the Group's functional currency). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the Group's stand-alone credit rating).

The Group estimates the IBR using the following steps:

Step 1: Reference rate: This is generally a government bond reflecting risk free rate. Repayment profile was considered when aligning the term of the lease with the term for the source of the reference rate.

Step 2: Financing spread adjustment: Use of credit spreads from debt with the appropriate term by considering Group's stand-alone credit rating or similar Group credit rating.

Step 3: Lease specific adjustment: Use of market yield for the leased assets, as an additional data point and to sense-check the overall IBRs calculated.

The measurement of the expected credit loss allowance for financial assets measured at amortised cost (due from related companies) is an area that requires the use of complex models and significant assumptions about future economic conditions and credit behaviour (e.g. the likelihood of customers defaulting and the resulting losses).

The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group's historical credit loss experience and forecast of economic conditions may also not be representative of customer's actual default in the future. The information about the ECLs on the Group's trade and other receivables is disclosed in Note 32.

A number of significant judgements are also required in applying the accounting requirements for measuring ECL, such as:

• Determining criteria for significant increase in credit risk;

• Choosing appropriate models and assumptions for the measurement of ECL;

• Establishing the number and relative weightings of forward-looking scenarios for each type of financial assets

The Group carries it's property, plant and equipment at fair value in the statement of financial position. Estimates and assumptions made to determine the fair value of these assets are critical to the Group's financial position and performance. The valuation involves significant judgment, including the selection of appropriate valuation techniques and key inputs such as market prices, asset condition, and economic factors.

Professional independent valuers are engaged periodically to assess the fair value, with management reviewing assumptions including discount rates, expected useful lives, and residual values. These assumptions are based on market data, historical experience, and expectations of future events, such as technological changes or market developments. The Group reviews and updates these estimates annually and recognizes the effects of any changes prospectively.

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 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 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 cash generating unit 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 cash-inflows and the growth rate used for extrapolation purposes. For assumptions and estimates relating to the impairment of goodwill refer to Note 19.2.

Given uncertainties exist with respect to the interpretation of complex tax regulations coupled with the amount and timing of future taxable income as well as the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible tax implications that may result in tax liabilities. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the relevant tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the prevailing circumstances. The information about the income taxes is disclosed in Note 14.

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. The Group is able to satisfy the continuing ownership test. The Group believes that there would be sufficient future taxable profits.

For management purposes, the Group is organized into business units based on its services and three reportable segments, as follows:

The Aviation and Marine segments provide helicopter and marine services respectively to operators in the Oil and Gas industry and other sundry customers. The Company's management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated and separate financial statements.

Inter-segment revenues are eliminated upon consolidation and reflected in the 'adjustments and eliminations' column. All other adjustments and eliminations are part of detailed reconciliations presented further below. The sources of revenue from all other segments relate to dividend income from its investment.

Capital expenditure consists of additions of property, plant and equipment, intangible assets, including assets from the acquisition of subsidiaries. Inter-segment revenues are eliminated on consolidation.

Receivables from related parties 423,176 -

Information about the Group's performance obligations are summarised below:

Helicopter charter

The performance obligation is satisfied at a point in time and payment is generally due upon transporting customers to agreed location.

Training service

The performance obligation is satisfied at a point in time and payment is generally due upon completion of training.

Helicopter maintenance

The performance obligation is satisfied over-time and payment is generally due upon completion of maintenance and acceptance of the customer.

Flight contract

The performance obligation is satisfied over-time and payment is generally due upon transporting customers to agreed location.

Boat building/charter service

The performance obligation is satisfied over-time and payment is generally due upon delivery against agreed milestones.

Agency service

The performance obligation is satisfied overtime based on agreed milestone with the customer.

Trade receivables (Note 21) 11,680,511 9,417,102

Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days. Trade receivables have been presented net of impairment allowance.

Other cost of sales 540,328 2,116,070 - -

11,956,370 31,759,245 - -

Consumables consists of aircraft spare parts, aviation fuels, freight and courier services, protocol and immigrations expenses, etc.

Other expenses consist of electricity, advertisement, freight and courier; and other miscellaneous expenses incurred by the Group and the Company during the year.

The loss on security deposit written off pertains to security deposits paid on leased aircraft, for which the Group was unable to recover any value following the termination of the lease agreements

The external auditors did not provide any non-audit services to the parent Company or any of it subsidiaries in the year (2024: Nil).

Details of other professionals that rendered service towards the delivery of the financial statements are as follows:

Administrative expenses (Note 7) 1,706,333 2,864,374 52,370 39,326

Revaluation loss relates to revaluation loss on Caverton Marine Limited's property, plant and equipment during the year.

Gain on settlement (group) of long-outstanding liabilities represents the income recognized upon negotiation and forgiveness of payable to creditors, resulting in a reduction of outstanding payables

The company recognized a foreign exchange gain during the year resulting from the conversion of its USD-denominated borrowings into Naira. This gain arose due to favorable movements in exchange rates during the period between the prior year and when the loan was

converted.

Sundry income represents income from third party use of Hanger space

Government grant income relates to the amortisation of the day one (1) fair value gain on the lower than market rate borrowing obtained from the Bank of Industry (see details in note 28).

Minimum tax is calculated as 0.5% of gross turnover less franked investment income.

National Agency for Science and Engineering Infrastructure - 742 - -

13,770 35,959 13,770 -

Deferred tax charge to the profit or loss - 155,578 - -Income tax charge reported in profit or loss 13,770 191,537 13,770 -

Reconciliation between tax expense and the product of accounting profit multiplied by Caverton's domestic tax rate for the year ended 31 December 2025 and 2024 is as follows:

Accounting (loss)/profit before tax (13,872,935) (53,670,583) 458,232 (160,395)

Items giving rise to temporary difference not recognised 18,016,192 18,016,192 (137,470) 48,119

Income tax expense reported in statement of profit or loss 13,770 191,537 13,747 -

Credit loss allowance 86,753 86,753 - -

At 31 December - - - -

Deferred tax assets can be further analysed as follows:

To be utilised within a year 86,753 86,753 - -To be utilised for more than one year (86,753) (86,753) - -

Net deferred tax assets - - - -

The group 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.

The Group/Company had an unrecognised deferred tax asset of N18 billion/423 million (2024: N18 billion/N423 million) arising from unutilised tax losses, capital allowances and provisions. The deferred tax asset have not been recognised due to uncertainty regarding the timing and amount of future taxable income to utilise the assets.

Share of other comprehensive income of an associate 15,469 2,303 - -

59,732,791 2,303 - -

Basic earnings per share are calculated by dividing profit attributable to the ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the period

Loss attributable to equity holders (Parent) (₦'000) (13,786,202) (53,613,752) 444,462 (160,395) Average number of shares issued ('000) 3,350,510 3,350,510 3,350,510 3,350,510

Basic and diluted earnings per share (₦) (4.11) (16.00) 0.13 (0.05)

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

There were no potential dilutive shares at the reporting date (2024: Nil), thus the basic earnings per share and diluted earnings per share have the same value.