dn meyer plc2 proxy form the 44th annual general meeting o f dn meyer plc will be held at plot 34...

Hambak

1. HEAD OFFICE, LAGOS

Plot 34, Mobolaji Johnson Avenue,

Oregun Industrial Estate,

Alausa Ikeja, Lagos.

Tel: 08123438237

E-mail:[email protected]

Website: www.meyerpaints.com

2. SOKOTO DEPOT

6, Ahmadu Bello Way,

Sokoto.

08027911462

3. KADUNA DEPOT

5, Katsina Road, Opposite

Muslim Pilgrim Welfare Board,

Kaduna.

08027289069

4. KANO DEPOT

3, Bompai Road,

Beside Union Bank Plc,

Kano.

08120488900

5. GOMBE DEPOT

Princess Ammi Plaza

Opposite Bauchi Park,

Plot 10, Bauchi Road,

Gombe.

09024737341

6. PORT HARCOURT DEPOT

12, Azikiwe Road,

Port Harcourt.

08086164210

7. ILE-IFE

Opposite De Treasure Hotel,

Beside Poplat Petrol Station,

km 62 Ibadan road,

Ile-Ife.

08087073930

8. ABA DEPOT

133, Aba Owerri Road,

Umungasi,

Aba.

08122582000

9. IBADAN DEPOT

Morgan House,

Beside High Court, Ring Road,

Ibadan.

09026910380

10. ABUJA DEPOT

Landmark Plaza, Plot 3124,

Federal Housing Junction,

IBB way, Maitama,

Abuja.

08027285940

11. SULEJA DEPOT

Madala Road, along

Barrack Road,

Suleja.

08089646557

12. LEKKI DEPOT

Lekki Express Way,

Cisco Bus stop

Inside Conoil Filling Station,

Lekki, Lagos.

08080416594

13. ILORIN DEPOT

Shopping Complex by

Kiddiz Medical Centre,

Western Reservoir Road,

Ilorin, Kwara State.

09022013163

14. EKITI DEPOT

Suite 26 Builders Mart,

Former Odua Textile Iyin Road,

Ado Ekiti.

08028150439

15. ASABA DEPOT

135, Mariam Babangida Way,

Asaba,

Delta State.

08082608108

16. ABEOKUTA DEPOT

Opposite MAO filling station,

Olorunsogo, Moshood Abiola Way,

Abeokuta,

Ogun State.

09021697036

17. BENIN DEPOT

106, Sakponba Road,

Benin- city,

Edo state.

08120660328

L I S T O F D E P O T S

Annual Report & Accounts 2 15

...the quality paint master

lllll

Architectural Paints Auto Refinishes Wood Finishers Industrial & Marine Paints High Protective Coatings...the quality paint master

www.meyerpaints.com

DN MEYER PLC

DN MEYER PLC

1

“To employ all resources at our disposal in positioning our Company as the leader within our chosen spheres of activities; effectively satisfying the total quality demands of our markets, the aspirations of our employees; and providing optimum returns on our shareholders' investments through focused profitable growth, whilst we remain a responsible corporate citizen.”

Mission Statement

Quality Policy

Our company is fully committed to providing products of consistent quality to the satisfaction of our customers at all times. This will be achieved through the use of processes and procedures which guarantee products quality that conforms with acceptable national and international standards.

To ensure that this commitment is achieved and sustained, management shall provide necessary resources, while employees are obliged to carry out their duties in accordance with agreed procedures.

68

REGISTRAR:

GTL Registrars Ltd.

2, Burma Road,

Apapa Lagos.

2015 ANNUAL REPORT & ACCOUNTS 2015 ANNUAL REPORT & ACCOUNTS

2

Proxy Form

The 44th Annual General Meeting of DN Meyer Plc will be held at Plot 34 Mobolaji Johnson Avenue, Oregun Industrial Estate, Alausa, Ikeja, Lagos on Friday the 1st of July, 2016 at 10:00 am

I/We

Being a member/members of DN Meyer PLC hereby appoint...............................of..............................................................................................................................................................................................................................or failing him/her the Chairman of the Meeting as my/our proxy to act and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Friday 1st of July, 2016 and at any adjournment thereof.

Dated this.............. day of........................ 2016

........................................Shareholders' Signature

Notes:Please sign this form and post it to reach the office of the Registrar, GTL Registrars Limited, 2, Burma Road, Apapa, Lagos, not less than 48 hours before the time for holding the Annual General Meeting. If executed by a corporation, this form should be sealed with its common seal

PLEASE ADMIT THE SHAREHOLDER NAMED ON THIS CARD OR HIS/HER DULY APPOINTED PROXY TO THE ANNUAL GENERAL MEETING TO BE HELD AT PLOT 34 MOBOLAJI JOHNSON AVENUE, OREGUN INDUSTRIAL ESTATE, ALAUSA, IKEJA, LAGOS ON FRIDAY 1ST OF JULY, 2016 AT 10:00 AM

Name Of Shareholder: .......................................................................................................................................…………………………………………….

Signature of Person Attending: ………...........................................................………………………………………..

Note: You are requested to sign this form at the entrance in the presence of the Registrars on the day of the Annual General Meeting

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

ADMISSION CARD

TH44 ANNUAL GENERAL MEETING

I desire this proxy to be used in favour of/or against the resolution as indicated alongside

1. To re-elect Mr. Olutoyin Okeowo as a director

2. To re-elect Mrs. Ochee Bamgboye as a director

3. To re-elect Mr. Osa Osunde as a director

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

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

6. To authorise a Rights issue

7. To authorise change of the Company's name to MEYER PLC”

8. To authorise the amendment of the Company' Memorandum and Articles of Association

9. To authorise the Directors to do all acts and execute documents necessary to give effect to the Rights issue

Please indicate X in the appropriate box to indicate how you wish your votes to be cast on the above resolutions. Unless otherwise instructed the proxy will vote or abstain from voting at his/her direction.

RESOLUTIONS FOR AGAINST

67

Shareholder's name to be inserted in BLOCK LETTERS please. In case of joint shareholders, any one of such may complete this form, but the names of all joint holders must be inserted.

Following the normal practice, the Chairman of the meeting has been entered on the form to ensure that someone will be at the meeting to act as your proxy, but you may insert in the blank space the name of any person, whether a member of the company or not, who will attend the meeting and vote on your behalf instead.

It is required by the law under the Stamp Duties Act, Cap. S8 Laws of the Federation of Nigeria 2004 that any instrument of proxy to be used for the purpose of voting by any person entitled to vote at any meeting of shareholders must bear Stamp Duty at the appropriate rate, not adhesive postage stamps.



DN MEYER PLC


DN MEYER PLC

Notice of Annual General Meeting

Corporate Profile

Our Products

Chairman’s Statement

Result at a Glance

Corporate information

Report of the Directors

Report of the Audit committee

Statement of Directors' responsibilities

Securities Trading Policy

Report of the Independent Auditors

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

Consolidated and separate statement of financial position

Consolidated and separate statement of cash flows

Consolidated and separate statement of changes in equity

Separate statement of changes in equity

Notes to the financial statements

Consolidated and separate statement of value added

Five Year Financial summary

Share Capital Build Up

Complaint Management Policy

Mandate for E-Dividend Payment

Certificate Pursuant to section 60(2) of the Investment and Securities acts

Proxy Form

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Table of Contents

thNotice of 44 Annual General Meeting

366 2015 ANNUAL REPORT & ACCOUNTS 2015 ANNUAL REPORT & ACCOUNTS

We the undersigned hereby certify the following with regards to our Audited Financial Statements for the year

ended 31st December, 2015 that:

(a) We have reviewed the report;

(b) To the best of our knowledge, the report does not contain:

i. Any untrue statement of a material fact, or

ii. Omit to state a material fact, which would make a statement misleading in the light of the circumstances

under which such statements were made;

(c) To the best of our knowledge, the financial statements and other financial information included in the

report fairly present in all material respects the financial condition and results of operations of the Company

as of, and for the periods presented in the report.

(d) We:

I. are responsible for establishing and maintaining internal controls

ii. have designed such internal controls to ensure that material information relating to the Company

and its consolidated subsidiary is made known to such officers by others within those entities

particularly during the period in which the periodic reports are being prepared;

iii. have evaluated the effectiveness of the Company's internal controls as of that date within 90 days

prior to the report;

iv. have presented in the report our conclusions about the effectiveness of our internal controls based on

our evaluation as of date;

(e) We have disclosed to the External Auditors of the Company and the Audit Committee

i. all significant deficiencies in the design or operation of internal controls which would adversely affect

the Company's ability to record, process, summarise and report financial data and have identified for the

Company's auditors any material weakness in internal controls, and

ii. any fraud, whether or not material, that involves Management or other employees who have

significant roles in the Company's internal controls.

(f) we have identified in the report whether or not there were 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.

MANAGING DIRECTOR/CEO CHIEF COMPLIANCE OFFICER

Certification Pursuant To Section 60(2) Of The Investments And Securities Act

thNotice is hereby given that the 44 Annual General Meeting (the “Meeting”) of DN MEYER PLC (the “Company”) will be held at Plot 34 Mobolaji Johnson Avenue, Oregun Industrial Estate, Alausa, Ikeja, Lagos on Friday, the 1st day of July, 2016 at 10a.m for the transaction of the following business:

ORDINARY BUSINESSTo consider and if thought fit, pass the following as Ordinary Resolutions:

st1. To receive the Audited Financial Statements of the Company for the year ended 31 December, 2015 together with the report of the Directors, Auditors and the Audit Committee thereon.

2. To re-elect retiring Directors.3. To authorise the Directors of the Company to fix the remuneration of the Auditors.4. To elect/re-elect the members of the Audit Committee.

SPECIAL BUSINESSTo consider and if thought fit, pass the following as Special Resolutions: 5. THAT subject to and/or with the approval of the Nigerian Stock Exchange and the Securities and Exchange

Commission, the Directors be and are hereby authorised pursuant to Article 6 and Article 8 of the Company's Articles of Association to issue at a date to be determined by them 291,489,840 ordinary shares of 50k each to the members by way of Rights issue in the ratio of one new ordinary share of 50k (or such lower or higher amount or number of shares as the Directors deem most appropriate in the circumstances) each fully paid for every one ordinary share of 50k each to rank in all respects pari passu with the existing shares in the capital of the Company and to direct that any shares not taken up by the existing shareholders within a stipulated period to be determined by theDirectors at the Completion Board Meeting be offered for sale to other interested shareholders of the Company.

6. THAT subject to the approval of the Corporate Affairs Commission the name of the Company be and is hereby changed to “MEYER PLC”.

7. THAT subject to the approval of the Corporate Affairs Commission, the Memorandum and Articles of Association of the Company be and are hereby amended by deleting the words DN MEYER PLC whenever they appear and replacing them with the words “MEYER PLC”

8. THAT the Directors of the Company be and are hereby authorised to do all acts and things and to approve, sign and/or execute all documents, appoint such professional parties and advisers, perform all such other acts and do all such other things as may be necessary to give effect to the above resolutions, including without limitation, complying with the directives of any regulatory authority.

Notes(a) Proxy

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member. For the appointment to be valid, a completed and duly stamped proxy form must be deposited at the office of the Registrar, GTL Registrars Limited 2, Burma Road, Apapa, Lagos not later than 48 hours before the time fixed for the Annual General Meeting. A blank proxy form is supplied in the Annual Reports.

(b) Audit Committee MembersIn accordance with Section 359(5) of the Companies and Allied Matters Act (Cap. C20 Laws of the Federation of Nigeria 2004), any shareholder may nominate another shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the office of the Company Secretary, GIO Nominees Limited, 864B, Bishop Aboyade Cole Street, Victoria Island, Lagos at least 21 days before the Annual General Meeting.

(c) Closure of Register of MembersthThe Register of Members and transfer of books will be closed between Tuesday the 14 day of June, 2016 and

thFriday the 17 day of June, 2016, (both dates inclusive) for the purpose of preparing an up-to-date Register

(d) Rights of Securities’ Holders to ask questionsSecurities’ Holders have a right to ask questions not only at the Meeting, but also in writing prior to the meeting, and such questions must be submitted to the Company on or before the 27th day of June 2016.

DATED THIS 26th DAY OF MARCH, 2016BY ORDER OF THE BOARD

L. Omolola Ikwuagwu (Mrs.)FRC/2015/NBA/00000007013GIO NOMINEES LIMITEDCompany Secretary

DN MEYER PLC is one of the leading paint manufacturers in Nigeria. It manufactures and markets high quality

paints, Industrial and Marine coatings.

The Company is one of the most vibrant among the seven companies quoted in the Chemicals and Paints sub-

sector of the Nigerian Stock Exchange and has been consistent in recording continuous growth in earnings.

The Company has been operating in Nigeria since 1960. Over the years, its corporate identity has undergone

several transformations, beginning in 1960, when it was still known as Hagemeyer Nigeria Plc.

After its incorporation in 1960, it was listed on the Nigeria Stock Exchange in 1979 under the Chemicals and

Paints Sector. It’s primary business centers on the manufacture of premium paints, industrial and marine

coatings.

In 1994, about 68% of the Company's issued share capital was acquired by Dunlop Nigeria Plc (Dunlop). The

acquisition by Dunlop led to the change of the corporate and brand name to DN Meyer Plc and Meyer Paints

respectively.

Dunlop sold its stake in DN Meyer in 2004 to ACIMS Limited and the Nigerian public through a Management Buy

Out (MBO) thereby making DN Meyer a wholly Nigerian company. In February 2010, ACIMS Limited sold its total

stake in DN Meyer Plc to Citiprops Limited.

Corporate Profile


To:

The Registrar

GTL Registrars Limited

2, Burna Road,

Apapa Lagos.

I hereby request that from now on all dividend warrant due to me from my holding in DN Meyer Plc be paid directly

to my/our bank account with details below:

SHAREHOLDER'S FULL NAME: _________________________________________________________________________

ADDRESS: ______________________________________________________________________________________________

SIGNATURE: ________________________________________________________________________________________

GSM NUMBERS: _____________________________________________________________________________________

NAME OF BANK: ____________________________________________________________________________________

BANK BRANCH: _____________________________________________________________________________________

BRANCH ADDRESS: __________________________________________________________________________________

ACCOUNT NUMBER: __________________________________________________________________________________

SORT CODE: ________________________________________________________________________________________

__________________________________________________________________________

Authorized Signature and Stamp of Bank

Please be informed that by filing and sending this form to our Registrar, GTL Registrars Limited, for processing, you

have applied for the e-dividend; thereby authorizing DN Meyer Plc to credit your account in respect of dividends)

electronically.

Mandate for E-Dividend Payment

Decorative Paints: These are paints that are used for beautification and decoration of architectural buildings which include Textured, Emulsion and Gloss Paints.

The brand names for these products are:

Meyer Wall Satin - Specialized PremiumGladiator - Specialized PremiumMeyer Velvet Matt - PremiumMeyer Eggshell - PremiumWall screed - PremiumUltimate Emulsion & Gloss - PremiumImperial Emulsion & Gloss - StandardMeyertex Plus - Premium Textured

Wood Finishes: These products are used for both preservation and beautification of all wood, with the following brand names:

Meyerwood Guard Meyerguard VarnishMeyerwood Sanding Sealer Meyerwood Glossy LacquerMeyerwood Cellulose Wood Filler Meyerwood Matt LacquerMeyer Matching Stains

Auto Finishes: Our auto products bear the brand name Meyerflex.

Marine, Industrial & Heavy Protective Coatings: This line of products includes the following:

Alkyd Systems Chlorinated Rubber SystemsEpoxy Systems Bituminous CoatingsAluminum Coatings

Our Products


Complaint(s) submitted by e-mail should be addressed to [email protected]. Where the complaint(s) is

submitted by post, it should be addressed to:

The Chief Compliance Officer

DN Meyer Plc,

Plot 34, Mobolaji Johnson Avenue,

Alausa, Ikeja

ACKNOWLEDGMENT LETTER

When DNM receives a complaint, an acknowledgment letter shall be sent to the Complainant within 2 (two)

working days of receipt if the complaint was sent by email and 5 (five) business days of receipt where the

complaint was sent by post. The acknowledgement letter shall contain the following elements:

• Name of the person responsible for handling the complaint;

• Key elements of the firm's Complaint Policy; and

• Projected time for resolution of the complaint

Complaints received shall be managed by DNM on two levels. The first level shall be reviewed and possibly

resolved by the Company Secretary; where the Company Secretary is unable to resolve the concerns of the

Complainant, the complaint shall be referred to the Registrars of DNM.

DNM shall strive to resolve complaints within 10 (ten) working days from the date the complaint was received.

The competent authority shall be notified of the resolution of the complaint within 2 (two) working days.

Where the complaint is not resolved within 10 (ten) working days, the Complainant or DNM shall refer the

complaint to the relevant competent authority within 2 (two) working days. The letter of referral shall be

accompanied by a summary of proceedings of events leading to the referral and copies of relevant supporting

documents.

DNM shall maintain an electronic Complaints Register which shall contain the following details:

i. Name of the complainant

ii. Date of the complaint

iii. Nature of complaint

iv. Complaint details in brief

v. Remarks/comments

The Complaints Register shall be updated regularly and status reports of complaints filed therein shall be

forwarded to the SEC quarterly.

FEEDBACK AND RESPONSIVENESS

Once decisions have been reached on complaints made, Complainants shall be advised of the outcome.

Complaints shall be tracked and time frames for resolution monitored while Complainants shall be entitled to

progress report in respect of same.

Any internal problem revealed by a Complaint shall be communicated to the General Manager, Control &

Compliance of DNM who shall be responsible for the resolution of the internal problem revealed by the

complaint.

DATED THE 23rd DAY OF MAY 2016

………………………….………………… ………………………….………………

Kayode Okuwa Company Secretary

Managing Director GIO Nominees

Complaint Management Policy (Contd.)

Chairman's Statement

6

Distinguished shareholders, thIt is with great pleasure that I welcome you to the 44 Annual General Meeting of

our company. Having made significant progress in our operational and financial

performance over the last year, I am delighted to present the Annual Report and

Financial Statements for the year ended December 31, 2015.

Before presenting our financial report, please permit me to review the

developments in our operating environment, highlight how they have impacted

our business during the period under review and present the outlook for 2016. I

shall also state how we intend to compete in spite of the prevailing operating

conditions.

Review of Global Operating Environment

Global economic performance in 2015 was largely influenced by the

slow growth in emerging economies, the recovery recorded in the

Euro Area, tumbling commodity prices and monetary policy

normalization in the United States of America.

The decline in crude oil price with other commodity prices was a major theme during the year, as it recorded their

worst level of performance in three years, having decelerated over 18-months. Indices for Oil and precious

metals, including gold, copper and iron ore crashed during the year, due to weak demand. Slow growth recorded

in China and other emerging economies resulted from various macro-economic factors such as overcapacity,

huge fiscal deficit, increasing unemployment, weak demand and debt burden. China's economy succumbed to

pressure from these issues to record 6.5% growth in 2015 (versus 7.3% in 2014), while Brazil and Russia, two of

the world's largest emerging economies went into recession, due to weak oil exports.

The world also witnessed cases of natural disaster and terrorist attacks that aroused anxiety in some countries

and impacted global investments and capital flows negatively. According to Wikipedia, over 400 incidents of

terror attacks were recorded in 2015. Also, natural disasters like the wildfire in Australia, California in USA;

flooding in Southern Africa and Japan; and deadly earthquakes in Nepal and Chile had their effects on the global

economy.

In spite of the above challenges, the world economy still recorded an impressive growth of 3.1% in 2015,

compared with 3.4% in 2014. The performance was aided by the growth recorded in the USA economy (up 2.0%),

recovery in the Euro Area (1.5% growth in 2015) and solid posture of the UK economy, driven by increased

consumer and government spending.

On the whole, developing and frontier economies were the biggest losers in 2015, as it meant lower foreign

exchange earnings, reduced foreign capital flows, drop in external reserves, weakened financial markets,

increased unemployment and slower economic growth. This is evidenced by the 3.8% growth in Sub-Saharan

Africa for 2015, compared with 5.0% recorded in 2014.

Review of Domestic Operating Environment

The socio-political environment in Nigeria was largely dominated by the general elections in 2015, when a new

party emerged winner of the presidential elections and power was handed over seamlessly. To set the tone for its

strategy, the new government implemented the Treasury Single Account (TSA), and started reviewing some of

the actions and financial activities of public office holders. Economic activities did not pick up on time, as certain

key appointments were not announced until October 2015. In the midst of these, there were cases of social

unrest in the North East and pipeline vandalism/ oil theft in the Niger Delta region.

Consequently, the economy remained fragile during the year, as crude oil prices declined steadily, leading to a


INTRODUCTIONThis document describes the Complaint Handling Policy of DN Meyer Plc which is being implemented to ensure compliance with the laws and regulations relating to the Nigerian Capital Market in order to promote transparency and accountability to our stakeholders.

DEFINITIONSFor the purpose of this document, the DN Meyer Plc shall hereinafter be referred to as “DNM” or "the Company" and the Securities & Exchange Commission shall be referred to as “SEC”.

COMMITMENTOur objective is to minimize damage to our reputation and reduce the risk of litigation by handling and resolving complaints from our investors or prospective investors, and stakeholders in a timely, effective yet consistent manner. All complaints received shall be treated with dispatch and confidentiality.

This policy has been established in accordance with the provisions of the SEC Rules relating to the Complaints Management Framework of the Nigerian Capital Market.

APPLICATION AND SCOPEThe Complaint Management Policy is intended to assist DNM's Investors and enhance market integrity in the long run. The policy shall apply to the Stakeholders in relation to the operations of DNM in the Capital Market.

In accordance with the rules provided by the SEC on Complaints Management of the Nigerian capital market, the following matters will not be considered complaints for deliberation by DNM:

a. Complaints that are incomplete or not specific.b. Allegations without supporting documents.c. Statements offering suggestions or seeking guidance or explanation.d. Seeking explanation for non-trading of shares or illiquidity of shares.e. Expression of dissatisfaction with trading price of the shares of the Company.f. Complaints made anonymously.g. Disputes arising out of private agreements with the Company or intermediaries.h. Any other matter as may be determined by the SEC from time to time.

PURPOSE OF COMPLAINTS MANAGEMENT SYSTEM DNM recognizes that complaints and their resolution:

• are about accountability, • are an important part of customer service, • are inevitable and must be managed effectively, • cost money and reflect badly on DNM if not handled properly, and • can lead to business process improvement.

Therefore, the Complaints Management Policy is as follows:• To make the complaint process transparent and accessible.• To constructively set out its approach to complaints.• To handle and resolve complaints in line with the framework of the SEC.• To ensure that DNM takes full ownership of complaints and that a positive and proactive approach is

adopted to resolving the complaints in line with the guidelines of the SEC.

PROCEDUREComplaint(s) shall be considered for deliberation only when submitted in writing with the following required information:

a. Complainant's Nameb. Membership/Shareholder Identification number (where applicable)c. Date of Complaintd. Contact details of Complainant (Mobile phone number, return address etc.)e. Details of Complaintf. Copy of Complainant's Share certificate (where applicable)

Complaint Management Policy

MR. KAYODE FALOWO - CHAIRMANMR. KAYODE FALOWO - CHAIRMAN

Chairman's Statement (Contd.)


Share Capital Build Up

1982

1986

1988

1990

1992

1993

1994

19951996

1998

1999

2000

2001

2002

2003

2004

2005

2008

2009

2010

2011

2012

2013

2014

2015

2,000

-

1,500

10,000

1,500

45,000

40,000

-

50,000

500,000

2,000

2,000

3,500

13,500

13,500

15,000

15,000

15,00060,000

60,000

60,000

60,000

100,000

100,000

100,000

100,000

150,000

650,000

650,000

650,000

650,000

650,000

650,000

650,000

650,000

1,400

622

622

10,000

622

23,444

35,695

24,291

24,291

-

1,866

2,488

3,111

13,111

13,111

13,733

13,733

13,73337,177

37,177

37,177

37,177

72,872

72,872

72,872

97,163

121,454

145,745

145,745

145,745

145,745

145,745

145,745

145,745

145,745

Bonus

Bonus

Bonus

Cash

Bonus

Cash

Bonus

Bonus

Bonus

Bonus

3,139

4,323

1,900

2,57114,715

14,715

22,003

29,149

58,298

72,872

65,585

38,865

29,150

Year Authorised(N'000)

Consideration Dividend(N'000)

Increase Cumulative

Issued and Paid up(N'000)

Increase Cumulative

DPS

7k

10k20k

10k

15k

20k

40k

50k

45k

20k

10k

further drop in Nigeria's foreign exchange earnings. Price of Brent crude fell by 35% during the year to $37.28,

while Nigeria's external reserves position dropped to $29bn at the end of the year. Declining external reserves

compelled the Central Bank of Nigeria (CBN) to take stringent foreign exchange policy measures as it could not

meet the growing foreign exchange needs of businesses and individuals. Part of the measures taken by the CBN

was the restriction of importers, who trade in certain 41 items from accessing foreign exchange through the

official window. The foreign exchange squabble was worsened by capital flight from our financial markets, thereby

widening the supply-demand gap. The disparity between the official and unofficial exchange rates ranged

between 30% and 50% and that created room for uncertainties and arbitrage to thrive.

In a related development, government has taken some measures to address its revenue challenges. Various

revenue agencies like the Federal Inland Revenue Service (FIRS), the Nigerian Customs Service (NCS) and National

Communications Commission (NCC) have been empowered to enhance revenue collection. For instance, non-oil

revenue target for 2016 is N2.96 trillion, 76% higher than the N1.68 trillion projected in 2015. Of the non-oil

revenue target in 2016, the FIRS alone is mandated to generate N1.45 trillion.

It is worth noting that infrastructure challenges remained part of the issues Nigerians had to contend with. Poor

power supply, bad road network and lack of access to portable water have continued to increase the cost of living

and doing business. To worsen the situation, Nigerians witnessed prolonged scarcity of petrol in 2015, owing to

scarcity of foreign exchange and epileptic distribution process. With these issues, Nigerian businesses recorded

some of their worst moments in the last decade with banks reporting massive decline in profits, oil and gas

operators reporting losses and manufacturers recording low demand and increasing costs.

A combination of these issues depict the performance of the Nigerian Economy in 2015. Based on data from the

National Bureau of Statistics (NBS), Nigeria's quarterly GDP growth rate for 2015 averaged 3.0% (2.11% in the

fourth quarter of 2015), compared with 6.22% in 2014. CBN's single-digit inflationary target was tested, as

inflation rate rose steadily from 7.9% in December 2014 to end the year at 9.5% in December, 2015. The CBN took

various monetary policy measures to maintain price stability and boost economic growth, but these actions did

not achieve the desired results.

The Nigerian Paint Manufacturing Industry

The paint production industry mirrored the performance of the larger manufacturing sector. The sector faced

various challenges in 2015 ranging from poor power supply, poor transportation system for products, poor

storage facilities, high cost of funds, high cost of importing raw materials due to low access to foreign exchange,

low capacity utilisation, and competition from imported alternatives.

Based on Agusto and Co.'s paint manufacturing industry report for 2015, the industry is highly fragmented with

over 500 operators, consisting of structured and unstructured players. The structured players account for about

70% of the naira market share but only about 40% of total paint volume in the market. Decorative paints make up

the largest share of the industry, representing about 80% of the market. Huge growth opportunities exist in the

business, as Nigeria's paint consumption per capita is low at 2.8 litres in comparison with 5.6 litres for South Africa.

The bulk of the raw materials used in the Nigerian paints industry are imported. Only about 30% of raw materials

are obtained locally and majority of the operators in the industry rely on third parties to supply raw materials. This

confirms the extent to which the industry is susceptible to exchange rate volatilities.

Government's infrastructure projects and real estate development across the country are expected to boost

demand for decorative paints over the medium term. With the local content policy in the Oil and Gas sector, we

see opportunity in the Oil and Gas paints and coatings market. According to Frost & Sullivan (research and

strategy consulting firm), offshore oil and gas paints and coatings market in Nigeria and Angola would hit $1.13

billion in 2019.

8

COMPANY

20152015 20142014 2011 2011

Statement of financial position IFRS IFRS NON-IFRS

Net assets N'000

Non-current assets 1,917,753 1,965,640

Net current liabilities (211,321) (237,729)

Non-current liabilities (1,068,332) (1,163,041)

Total assets 638,100 564,870

Capital and reserves

Share capital 145,745 145,745 145,745 145,745 145,745

Share premium 10,485 10,485 10,485 10,485 10,485

Revenue Reserve 481,870 408,640 449,397 480,003 506,111

Shareholders' funds 638,100 564,870 605,627 636,233 662,341

N'000Revenue 1,187,236 1,340,104 1,500,112 1,472,73 1,362,715

Profit/(loss) before taxation 80,544 (33,894) (22,028) (25,844) (80,304)

Taxation (7,314) 787 (4,121) 1,887 26,213

Profit/(loss) after taxation 73,230 (33,107) (26,149) (23,957) (54,091)

Per share data (kobo):

Earnings/(loss) - Basic/diluted 0.25 (0.14) (0.09) (0.08) (0.19)

N'000

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

Five Year Financial Summary

2,062,544

(172,536)

1,964,236

(199,113) (180,105)

(1,224,381) (1,128,890) (1,190,504)

605,627 636,233 662,341

N'000

20132013 20122012

IFRS IFRS

N'000 N'000

2,032,950


Financial Performance

The company recorded a turnover of N1.19 billion in 2015 as against N1.34 billion in 2014. Profit before interest

and tax was N151.01 million compared to N72million in 2014. Profit before tax was N60.46 million as against a

loss before tax N37.36 million in 2014. I believe that it is quite commendable to have achieved this improved

financial performance under tough operating conditions.

Our profitability received a boost during the year, arising from an engagement of the Asset Management

Corporation of Nigeria (AMCON) by your Board and Management to renegotiate and restructure the existing

loan with the Corporation. Following the engagement, we obtained interest waivers on the loan which

accounted for the bulk of a reduction in our net finance cost from N121.5 million in 2014 to N92.9 million in 2015.

I am pleased to inform you that our company did not incur fresh debt in the last financial year. All the company's

operating activities were financed with internally generated funds.

Proposed Rights Offering

In view of the opportunities we see in our business and in order to enhance our capacity to compete for market

share, we are in the process of raising fresh equity capital by way of a rights issue. This approach is preferred as it

enables existing shareholders to participate in the exercise to retain their shareholding in the company and

benefit from its future growth and profitability.

We plan to raise about N220 million by issuing a total of 291,490,00 shares at 75 kobo each. The proceeds of the

issuance will be used to upgrade our factory, develop our in-factory tinting centre, enhance our brand and

market presence, as well as boost working capital.

Change of Name

As part of our effort to reposition the company and the need to properly reflect the core ownership of the

company, the Board has proposed a change of name. We believe that the name change from DN Meyer Plc to

Meyer Plc will have a positive impact on our medium to long term strategy.

Board Changes

With mixed feelings, I wish to inform you that our erstwhile Chairman, Sir Remi Omotoso MFR, resigned his

appointment from the Board of Directors of the company on December 15, 2015. Sir Omotoso served on our

Board as Chairman for five years and he led the turnaround of the company during his tenure. On behalf of the

Board of Directors, Management and Staff, I would like to thank him for his invaluable contributions to the growth

of the company and wish him well in his future endeavours.

Following the resignation of the indefatigable Sir Omotoso, I was elected by my colleagues as the Chairman of

the Board of your company. I know that filling the former Chairman's shoes is a big task but I would count on your

support as shareholders in this new role because together we can build a company of our dreams.

Prospects for our Operating Environment and Business

The recent passage of the 2016 budget and the gradual recovery of crude oil price to around $50 per barrel

(higher than the $38/barrel benchmark price) is promising for the economy. Having recorded a 0.36% slip in GDP

during the first quarter of 2016, all indications point to the likelihood of a decline in GDP for the second quarter

ending June 30, 2016. Should this happen, Nigeria would technically be in a recession.

It is my belief that an acceleration in government's fiscal activities, the implementation of a clearer exchange rate

policy, return to optimum crude oil output and stronger crude oil price in the international market would help

restore confidence in the economy and contribute to the achievement of a stronger economy at the end of 2016.



GROUP

Statement of financial position

Non current assets 1,908,153 1,956,040 1,979,021 1,943,546

Net current liabilities (154,532) (160,970) (80,602) (184,763)

Non current liabilities (1,068,332) (1,163,041) (1,222,165) (1,125,140)

Net assets 685,289 632,029 676,254 633,643

Capital and reserves

Share capital 145,745 145,745 145,745 145,745

Share premium account 10,485 10,485 10,485 10,485

Retained earnings 526,403 472,729 516,815 477,133

Total equity attributable to owners of the Company 682,633 628,959 673,045 633,363

Non-controlling interest 2,656 3,070 3,209 280

685,289 632,029 676,254 633,643

Statement of profit or loss and other comprehensive income

Turnover 1,187,236 1,340,104 1,587,612 1,487,484

Profit/(loss) before taxation 60,459 (37,362) 51,189 (28,947)

Taxation (7,599) 787 (4,121) 1,887

Profit/(loss) after taxation 52,860 (36,575) 47,068 (27,060)

Per share data (kobo):Earnings/(loss) - Basic/diluted 0.18 (0.15) 0.25 (0.14)

20152015 20142014 20132013 20122012

IFRS IFRS IFRS IFRS

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

Five Year Financial Summary

We have mapped out strategies to exploit the potential in our industry to boost our market share by focusing on

high margin non-decorative industrial and marine paint products. In addition, we shall review our product

packaging, drive our sales team by incentivising them and building stronger relationship with key distributors to

improve our revenue and market recognition. Our depot upgrade initiative will continue unabated and we shall

leverage on strategic alliances with operators in real estate and infrastructure space to expand our market share.

We shall also continue to pursue cost control initiatives to enhance profitability and return to shareholders. We

therefore face the rest of 2016 with renewed confidence for a better performance.

I wish to appreciate you all for your unwavering support and patience through the years. We look forward to your

continued support and wise counsel. I also acknowledge the immense contributions of the Board and

Management for the giant strides our company is recording and pray that we will all be around to reap the benefit

of our collective effort.

Thank you and God bless.

Kayode Falowo

Chairman



Consolidated Statement of Value Added

The Group The Company

31/12/2015 31/12/2014

N'000 %

31/12/2015 31/12/2014

N'000 N'000 N'000 % %

Revenue 1,187,236 1,340,104 1,187,236 1,340,104

Investment income 1,850 12,172 1,850 12,172

Other income 199,049 14,084 195,151 14,084

1,388,135 1,366,360 1,384,237 1,366,360

Bought-in-materials and services:

- Local (1,178,186) (1,271,265) (1,153,633) (1,270,629)

Value added 209,949 100 95,095 230,604 95,731

Applied as follows:

To pay employees:

Salaries, wages and other benefits 205,591 98 184,685 194 205,591 89 184,685 193

To pay Government:

Taxation (7,599) (4) (787) (1) (7,314) (3) (787) (1)

To pay providers of capital:

Finance charges (92,401) (44) (121,541) (128) (92,401) (40) (121,541) (127)

100 100 100

%

To provide for maintenance

of fixed assets:

- Depreciation 51,498 25 69,313 73 51,498 22 66,481 69

- Non controlling interest (814) (0) (139) (0) -

Profit or loss account 53,674 26 (36,436) (38) 73,230 32 (33,107) (35)

209,949 100 95,095 230,604 95,731

- - -

100 100 100

Value added represents the additional wealth which the Company has been able to create by its own and its employees' efforts. The statement shows the allocation of that wealth to employees, government, providers of finance and shareholders, and that retained for future creation of more wealth.

Results at A Glance

FINANCIAL HIGHLIGHTS

1,187,236

151,010

(92,401)

60,459

(7,599)

52,860

-

685,289

0.18

0.18

1,340,104

72,007

(121,541)

(37,362)

787

(36,575)

-

632,029

(0.15)

(0.15)

1,187,236

171,095

(92,401)

80,544

(7,314)

73,230

-

638,100

0.25

0.25

1,340,104

75,475

(121,541)

(33,894)

787

(33,107)

-

564,870

(0.14)

(0.14)

Turnover

Profit/(Loss) before interest & tax

Finance Cost

Profit/(Loss) before taxation

Taxation

Profit/(Loss) after taxation

Dividend paid

Shareholders' fund

Earnings (loss) per share Basic

(Loss)/ earnings per share kobo

Diluted

GROUP COMPANY

2015 2014 2015 2014


Notes to the Financial Statements (Contd.)

FOR THE YEAR ENDED 31 DECEMBER 2015

The aggregate payroll costs of these persons were as follows: GROUP COMPANY

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

Wages, salaries, commission and allowances including staff bonus

205,591 184,685 205,591 184,685

The table below shows the number of employees of the Company (other than Directors) who earned over N100,000 during the year and which fell within the bands stated below:

NUMBERNUMBER

2015 2014 2014

N100,001 - N500,000 N500,001 - N2000,000 N2000,001 - N3000,000 N3000,001 - Above

1 122

34

130

31 Contingent liabilities

32 Guarantees and other financial commitments charges on assets

33 Capital expenditure

Capital expenditure authorised by the Directors but not contracted was nil (2014: nil)

35 Subsequent eventsIn the opinion of the Directors, there were no significant subsequent events that could have material effecton the state of affairs of the Company as at 31 December 2015 and on the profit for the year ended on thatdate, which have not been adequately provided for or disclosed in these financial statements.

NUMBERNUMBER

9120

15

135

2015

1122

34

130

9120

15

135

The bank loans and overdrafts are secured by a negative pledge on the Company’s assets as statedbelow:

First Bank of Nigeria Limited - Joint ownership of vehicles financed by First Bank of Nigeria Limited.AMCON - Secured on the leasehold property.

There were no outstanding contingent liabilities as at 31 December 2015 ( 2014: Nil).

34 Comparative Figures

Where necessary comparative figures have been adjusted to conform to changes in presentation in the current year in accordance with International Accounting Standard (IAS) 1.


There is no any key management personnel compensation in the category of post employment benefits, other long term benefits, terminal benefits, and share-based payment for the periods under review.

Key management includes directors (executive and non-executive) and members of the Executive Committee. The compensation paid or payable to key management for employee services is shown below.

(C) Key management personnel

The Key management personnels of the Company include its directors (both executive and non-executive)

and other identified key management staff.

Kayode Okuwa Managing Director

Osa Osunde Non-executive Director

Kayode Falowo Non-executive Director

Tony Uponi Esq. Non-executive Director

Erelu Angela Adebayo Non-executive Director

Toyin Okeowo Non-executive Director

Ochee Vivienne Bamgboye Non-executive Director

Olukayode Tijani Finance Director

(i) Remuneration of key management personnel The remuneration of the directors, who are the key management personnel of the Company, is set out below

in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

COMPANY GROUP

Wages, salaries, allowances and other benefits Pension and social benefits Staff training

2015 2014 N'000

184,685 19,643

655 204,983

N'000205,591 18,852

1,547 225,990

N'000205,59118,8521,547

225,990

N'000184,68519,643

655204,983

(ii) Directors

The aggregate emoluments of the Directors were: FeesOther emoluments including pension contributions

1,017 1,000 1,017 1,000

16,500 17,088 16,500 17,088

17,517 18,088 17,517 18,088

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

(iii) Chairman 4,332 4,332 4,332 4,332

Directors earned fees in the following ranges

NUMBER NUMBER

N10,000,000 - Above 2015 2014 2015 2014

(iv) Employees

Staff numbers and costs:The average number of persons employed (excluding Directors) in the Company during the year were as follows:

Management Sales and Marketing Production Administration

13 284544

130

15 274647

135

2 1 2 1

NUMBER NUMBER

13284544

130

15 274647

135



Corporate Information

Chairman of the Board Mr. Kayode Falowo

Directors Mr Osa Osunde

Erelu Angela AdebayoMr Tony UponiMr Olutoyin OkeowoMrs Ochee Vivienne BamgboyeMr Kayode OkuwaMr Olukayode Tijani

Registered office Plot 34, Mobolaji Johnson Avenue,

Oregun Industrial Estate,Alausa - Ikeja,Lagos

Company Secretary GIO Nominees Limited864B Bishop Aboyade Cole StreetVictoria Island Lagos.

Company Registrar GTL Registrars2, Burma Road,Apapa, Lagos.

Auditors BDO Professional Services(Chartered Accountants)ADOL House15, CIPM AvenueCental Business DistrictAlausa, IkejaLagos.

Bankers Access Bank PlcDiamond Bank PlcFirst Bank of Nigeria LimitedFirst Bank of Nigeria Limited

Zenith Bank PlcUnited Bank for Africa PlcStanbic IBTC Bank PlcGuaranty Trust Bank PlcFirst City Monument Bank LimitedEco Bank PlcUnion Bank of Nigeria Plc

2015 2014


29. Reconciliation of statement of cash flows

For the purpose of the statement of cash flows, cash comprises cash at bank and in hand, net of overdraft facilities. Cash at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the statement of financial position as follows:

2015 2015 2014 (ii) Non controlling interest N'000 N'000 N'000 N'000

Balance as at 1 January 3,070 3,209 - - Adjustment during the year 400 - - - Transfer from profit or loss (814) (139)

2,656 3,070 - -

COMPANY GROUP

28 Basic earnings/(loss) per ordinary shareBasic earnings/ (loss) per ordinary share of N0.50k each is calculated on the Group's earnings/(loss) after taxation based on the number of shares in issue at the end of the year.

Profit/(loss) for the year attributable to shareholders (N'000)

Weighted average number of ordinary share in issue

Basic earnings/(loss) per share of N0.50k each

Diluted earnings/ (loss) per share (kobo)

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

53,674

291,490

0.18

0.18

(44,086)

291,490

(0.15)

(0.15)

73,230

291,490

0.25

0.25

(40,757)

291,490

(0.14)

(0.14)

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

Cash and bank balances 35,776 134,242 35,592 134,058

30. Related Parties Disclosures(a) Transactions with related parties

The Company enters into various transactions with its related Companies and with other key management personnel in the normal course of business. The sales to and purchases from related parties transaction are made at normal market price. Details of the significant transactions carried out during the year with the related parties transaction are as follows:

Due to related parties - 26,558 46,219

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

-

(i) Identity of related parties The related parties to the Company include:

DNM Construction Limited - A 96% owned subsidiary of the Company involved in the business and trade of builders, architects and contractors for construction of any kind and for demolition of any structure.

(b) Transactions with key management personnel Key management staff are those persons who have authority and responsibility for planning, directing

and controlling the activities of the Company.



The Board of Directors has the pleasure in submitting to members the Annual Report along with Financial

Statements for the year ended 31 December, 2015.

1. ACCOUNTS

The Directors submit their report together with the audited financial statements of the Group for the

year ended 31 December 2015

2. FINANCIAL HIGHLIGHTS

3. LEGAL STATUS

The Company commenced operations in Nigeria in 1960 after it was incorporated as a private limited

liability company and was converted to a public company in 1979. The Company was listed on the

Nigerian Stock Exchange in 1979.

4. PRINCIPAL ACTIVITIES

The Company commenced operations in Nigeria in 1960 after it was incorporated as a private limited

liability company and was converted to a public company in 1979. The Company was listed on the Nigerian

Stock Exchange in 1979.

Subsidiary Principal Activities Date of Percentage

Incorporation Holding thDNM Construction Limited Building and Construction 20 July, 2007 96%

The financial results of the subsidiary have been consolidated in these financial statements.

5. DIVIDEND

The Directors have recommended no dividend for the year.

6. DIRECTORS AND DIRECTORS' INTERESTS

The names of the Directors of the Company are listed in this report.

i. In accordance with Clause 30 of the Company's Articles of Association and section 249 (2) of the

Companies and Allied Matters Act, CAP C20 LFN 2004 Mr. Olutoyin Okeowo, Mrs. Ochee Bamgboye and Mr.

Osa Osunde retire by rotation and being eligible, offer themselves for re-election.

Report of the Directors

2014

1,187,236

151,010

(92,401)

60,459

(7,599)

52,860

-

685,289

0.18

0.18

1,340,104

72,007

(121,541)

(37,362)

787

(36,575)

-

632,029

(0.15)

(0.15)

1,187,236

171,095

(92,401)

80,544

(7,314)

73,230

-

638,100

0.25

0.25

1,340,104

75,475

(121,541)

(33,894)

787

(33,107)

-

564,870

(0.14)

(0.14)

Turnover

Profit/(Loss) before interest & tax

Finance Cost

Profit/(Loss) before taxation

Taxation

Profit/(Loss) after taxation

Dividend paid

Shareholders' fund

Earnings/(loss) per share Basic

Earnings/(Loss) per share kobo

Diluted

GROUP COMPANY

2015 2014 2015 2014


2015 2014 2015 201424 Trade and other payables N'000 N'000 N'000 N'000

Trade payables 230,295 259,133 224,459 253,298

Amount due to related parties (Note 30) - - 26,558 46,219

Total financial liabilities,

excluding loans and borrowings, 230,295 259,133 251,017 299,517

Other payables and accruals (note 24(a)) 235,989 256,570 235,528 256,134 Total trade and other payables 466,284 515,703 486,545 555,651

(a) Other payables and accruals N'000 N'000 N'000 N'000

Retention fees 112 112 112 112

Dividend payable 3,527 3,526 3,527 3,526

Unclaimed dividend - 8,646 - 8,646

Value added tax 122,936 103,917 122,936 103,917

Withholding tax payable 20,668 20,502 20,625 20,484

Pay as you earn (PAYE) 6,473 5,603 6,473 5,603

Accruals 41,705 75,312 41,387 74,995

Industrial Training fund 5,408 - 5,408 -

National housing fund 14 18 14 18

Rent receivable 6,653 2,820 6,653 2,820

Sundry creditors 24,631 32,664 24,531 32,563

Pension scheme (note 24(i)) 3,862 3,450 3,862 3,450

235,989 256,570 235,528 256,134

COMPANYGROUP

(i) In accordance with Pension Reform Act, 2014 the employees of the Company are members of a state arranged pension scheme which is managed by several private sector service providers. The Company is required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Company with respect to the defined contribution plan is to make the specified contributions. The total expenses recognised in profit or loss of N3,862,000 (2014:N3,450,000) represents contributions payable to these plans by the Company at rates specified in the rules of the plans.

25 Share CapitalAuthorised Share capital N'000 N'000 N'000 N '000

650,000 650,000 650,000 650,000

Issued and fully paid:291,490,000 ordinary shares of N0.50 each 145,745 145,745 145,745 145,745

26 Share Premium N'000 N'000 N'000 N'000

Balance as at the year end 10,485 10,485 10,485 10,485

27(i) Revenue Reserve N'000 N'000 N'000 N'000Balance at the beginning of the year 472,729 516,815 408,640 449,397

53,674 (44,086) 73,230 (40,757)Balance at the end of the year 526,403 472,729 481,870 408,640

1,300,000,000 Ordinary share of N0.50 each

The Company has one class of ordinary shares which carry no right to fixed income.

Transfer from statement of profit or loss



Report of the Directors (Contd.)

ii. In compliance with Section 258 (2) of the Companies and Allied Matters Act, CAP C20, Laws of

the Federation of Nigeria, 2004, the Record of Directors' attendance at Board Meetings is

exhibited as follows:

NAME OF DIRECTOR NUMBER OF NUMBER OF DATE OF

MEETINGS HELD MEETINGS APPOINTMENT

ATTENDED

SIR OLUREMI OMOTOSO 5 5 FEBRUARY, 2010

MR. OSA OSUNDE 5 3 MAY, 2004

MR. KAYODE FALOWO 5 4 FEBRUARY, 2010

MR. TONY UPONI 5 5 JULY, 2010

ERELU ANGELA ADEBAYO 5 5 JULY, 2010

MR. OLUTOYIN OKEOWO 5 5 NOVEMBER 2012

MRS. OCHEE VIVIENNE BAMGBOYE 5 5 DECEMBER, 2014

MR. KAYODE OKUWA 5 4 NOVEMBER, 2014

MR. OLUKAYODE TIJANI 5 5 MARCH 2015

iii. Date of board meetings

th1. 14 April,2015th2. 18 June, 2015th3. 25 August, 2015th4. 26 October, 2015

5. 15th December, 2015

i. In conformity with the Code of Best Practices in Corporate Governance, the Directors worked through 2

(two) committees from among its members and reporting to the Board as follows:

A Strategy, Finance and General Purpose Committee

NAME OF DIRECTOR NUMBER OF MEETINGS NUMBER OF MEETINGS

HELD ATTENDED

MR. KAYODE FALOWO 4 4

MR. OSA OSUNDE 4 2

MR. OLUTOYIN OKEOWO 4 2

MR. KAYODE OKUWA 4 4

MR. OLUKAYODE TIJANI 4 4

A(i)Date of Strategy, Finance and General Purpose Committee Meetingsth1. 7 May, 2015th2. 8 July, 2015

th3. 26 October, 2015th4. 19 November, 2015

B. Establishment Committee

NAME OF DIRECTOR NUMBER OF MEETINGS NUMBER OF MEETINGS

HELD ATTENDED

ERELU ANGELA ADEBAYO 3 2

MR. TONY UPONI 3 3

MRS. OCHEE VIVIENNE BAMGBOYE 3 2




For the purposes of the statement of cashflows, cash and cash equivalents include cash on hand and in banks and short term investments with an original maturity of three months or less, net of outstanding bank overdraft. Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the statement of financial position as above.

(i) Short term InvestmentsThese represent cash held in fixed deposits in various banks. This investments are placed in short term deposits and are continuously rolled over throughout the period

(i) Short term borrowings N'000 N'000 N'000 N'000

Long term loan due within one year (Note 22(ii) 96,277 124,292 96,277 124,292

(ii) Long term borrowings N'000 N'000 N'000 N'000FBN working capital loan 61,843 84,331 61,843 84,331 Eco bank (CBN/BOI intervention fund) - 9,000 - 9,000 FBN (CBN/BOI intervention fund) 43,857 53,088 43,857 53,088 Loans from UBN transferred to AMCON 521,500 600,176 521,500 600,176 Total long term borrowings 627,200 746,595 627,200 746,595

The movement in long term loan is as follows: Balance at the beginning of the year 746,595 838,548 746,595 838,548 Term loan Interest capitalized 92,313 17,308 92,313 17,308 Gains on loan restructuring (101,365) - (101,365) - Repayments (110,343) (109,261) (110,343) (109,261)

627,200 746,595 627,200 746,595 Amount due within one year (96,277) (124,292) (96,277) (124,292)Amount due after one year 530,923 622,303 530,923 622,303

This current position relates to amount that will fall due in the next 12 months to AMCON, FBN and ECO Bank Plc.

Loans from Bank of Industry of Nigeria (BOI) includes loans from First Bank of Nigeria and Eco Bank Plc restructured under BOI. The rate of interest is 7% and spread over ten years

Loans from Asset Management Corporation of Nigeria (AMCON) includes loan from Union Bank of Nigeria restructured under AMCON. On 4th March 2016 the loan was restructured with a new principal amount of N521.5million at a rate of 12.33% and spread over sixty five months payable on quarterly basis commencing from 31 August 2016. The loan is secured by a charge over the Company's leasehold property.

22(a) Employment benefits N'000 N'000 N'000 N'000

Balance as at 1 January 25,051 29,028 25,051 29,028 Payment for the year (3,329) (3,977) (3,329) (3,977)Balance 31 December 21,722 25,051 21,722 25,051

23 Finance lease obligation N'000 N'000 N'000 N'000

Later than one year - - - -

Not later than one year - 878 - 878

- 878 - 878

The Company leased certain of its motor vehicles under finance leases. The average lease term is 3 years (2014 : 3 years). The Company has intention to take over the assets at the expiration of the lease period. The Company obligations under finance lease are secured by the lessors title to the leased assets. As at the end of 31st December, 2015 all obligations under finance lease has been settled.


B(i)Date of Establishment Committee Meetings

th1. 24 February, 2015th2. 7 May, 2015th3. 8 July, 2015

Interests of the Directors in the shares of the Company are

None of the Directors has notified the Company for the purposes of Section 277 of the Companies and

Allied Matters Act, CAP C20 LFN 2004 of any disclosable interest in contracts in which the Company was stinvolved as at 31 December, 2015.

7. SHARE CAPITAL AND SHARE HOLDING

1. The Company did not purchase its own shares during the year.

2. The Authorised share capital of the Company is N650, 000,000 divided into 1, 300, 000, 000

ordinary shares of 50 kobo each.

3. The issued and paid up capital of the Company currently is N145, 745, 000 divided into

291,490, 000, ordinary shares of 50 kobo each.

8. SUBSTANTIAL INTEREST IN SHARES

List of shareholding of 5% and above (Section 95 of CAMA)

NAME 2015 2014

CITIPROPS LIMTED 30.00% 30.00 %

BOSWORTH LIMITED 18.79 % 18.79 %

OSA OSUNDE 9.26 % 9.26 %

No individual shareholder other than as stated above held more than 5% of the issued share capital of the stCompany as at 31 December, 2015.

9. SHARE RANGE ANALYSIS AS AT DECEMBER 31, 2015

SHARE RANGE NO. OF NO. OF % OF

SHAREHOLDERS UNIT HELD SHAREHOLDING

1- 1, 000 2, 012 984, 414 0.34

1, 001 5, 000 2, 933 7, 417, 285 2. 54

5, 001 10, 000 1, 198 8, 399, 375 2. 88

10, 001 50, 000 1, 170 24, 405, 250 8.37

50, 001 100, 000 164 11, 607, 130 3.98

100, 001 500, 000 113 22, 058, 308 7. 57

500, 001 1, 000, 000 10 6, 874, 281 2.36

1, 000, 001 5, 000, 000 11 20, 792, 326 7. 13

5, 000, 001 291, 489, 840 6 188, 951, 471 64.82

TOTAL 7, 617 291, 489, 840 100

10. DONATIONS AND CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The Company was alive to its Corporate Social Responsibility during the year. In accordance with Section 38

(2) of the Companies and Allied Matters Act, Cap C20 Law of the Federation of Nigeria 2004, the Company

NAME ST31 DECEMBER, 2015 ST31 DECEMBER, 2014

MR. OSA OSUNDE

MR. KAYODE FALOWO

27, 000, 250

210, 000

27, 000, 250

210, 000


20 2015 2014 2015 2014

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

Trade receivables 185,806 332,943 149,177 296,716

(55,985) (228,710) (55,985) (228,710)

Trade receivables - net 129,821 104,233 93,192 68,006

2,168 2,395 2,168 2,395

WHT claimable 36,474 28,150 36,474 28,150 Returnable containers 12,540 13,136 12,540 13,136 Prepayments 5,492 7,170 5,492 7,170 Sundry debtors 1,595 1,963 1,595 1,563 Total trade and other receivables 188,090 157,047 151,461 120,420

Allowance for doubtful debts

Insurance claim

Trade and other receivables COMPANY GROUP

The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

(i) Movement in allowance for impairment is as stated below:

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

Balance at beginning of the year 228,710 228,710 228,710 228,710

Provision no longer required - - - -

Bad debt written off (172,725) - (172,725) -

Provision during the year - - - -

Balance at the end of the year 55,985 228,710 55,985 228,710

Trade receivables represents receivables from customers for goods sold and other trading services rendered to them. Trade receivables are stated at amortised cost as at the statement of financial position date. The movement in the impairment allowance for trade receivables has been included in administrative expenses line in the consolidated statement of profit or loss and other comprehensive income.

(ii) The age analysis of trade receivables is as follows: N'000 N'000

Past due < 90days 63,995 28,465

Past due 90-180 days 22,926 6,997

Past due 180-360 days 5,599 14,096

Past due 360 days and above 56,657 247,158 149,177 296,716

(iii) Prepayments

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

Prepaid rent 2,739 1,340 2,739 1,340

Prepaid insurance - 113 - 113

Prepaid expenses 2,753 5,717 2,753 5,717

Total prepayments 5,492 7,170 5,492 7,170

21 Cash and cash equivalents 2015 2014 2015 2014

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

Cash and bank balances 11,746 60,396 11,562 60,212

Short term investments 24,030 73,846 24,030 73,846 35,776 134,242 35,592 134,058

GROUP COMPANY




did not make any donation or gift to any political party, political association or for any political purpose in

the course of the year under review.

11. RESEARCH AND DEVELOPMENT

In order to maintain and enhance skills and abilities, the Company's policy of continuously researching into

new products and services was maintained.

12. EMPLOYMENT AND EMPLOYEES

1. Employment of disabled persons

It is the policy of the Company that there is no discrimination in considering applications for

employment including those from disabled persons. All employees whether or not disabled are

given equal opportunities to develop their experience and knowledge and to qualify for promotion

in furtherance of their careers. As at 31 December, 2015 there was no disabled person in the

employment of the Company.

2. Health, safety at work and welfare of employees.

Health and safety regulations are in force within the premises of the Company. The Company

provides transportation, housing, meal and medical subsidies to all employees.

3. Employee involvement and training

The Company is committed to keeping employees fully informed regarding its performance and

progress and seeking their views wherever practicable on matters which particularly affect them as

employees.

Management, professional and technical expertise are the Company's major assets and investments

to develop such skills continue.

The Company's expanding skills base has been extended by the provision of training which has

broadened opportunities for career development within the organization.

Incentive schemes designed to meet the circumstances of each individual are implemented wherever

appropriate.

13. AUDIT COMMITTEE

The members of the Statutory Audit Committee elected/re-elected at the Annual General Meeting thheld on the 29 of October, 2015 in accordance with Section 359 of CAMA were:

Dr. Joseph Asaolu

Mr. Erinfolami Gafar

NAME DESIGNATION NUMBER OF NUMBER OF

MEETINGS MEETINGS

HELD ATTENDED

DR. JOSEPH ASAOLU CHAIRMAN 4 4

MR. ERINFOLAMI GAFAR SHAREHOLDER (MEMBER) 1 1

* MR. KAYODE FALOWO DIRECTOR (MEMBER) 3 1

MRS. OCHEE VIVIENNE BAMGBOYE DIRECTOR (MEMBER) 4 4

MR. OSA OSUNDE DIRECTOR (MEMBER) 1 1




18 Investment in subsidiary 2015 2014 2015 2014 N'000 N'000 N'000 N'000

Carrying amount at cost - - 9,600 9,600

Name of the company

2015 2014

DNM Construction Limited Nigeria 96% 96%

CostN'000 %

Mr. Kayode Falowo 100 1

Mr. Toyin Okeowo 100 1

Alhaji Ibrahim Suleman 100 1

Arc. Ayoola Onajide 100 1

400 4

Two out of the four shareholders are directors of DN Meyer Plc.

19 Inventories2015 2014 2015 2014

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

Raw Materials 34,789 46,991 34,789 46,991

Work in progress 17,545 13,608 17,545 13,608 145,027 161,039 145,027 161,039

Consumables 4,023 2,480 4,023 2,480

201,384 224,118 201,384 224,118

(5,069) (25,624) (5,069) (25,624)

196,315 198,494 196,315 198,494

GROUP COMPANY

The carrying amount of the inventories is the lower of their costs and net realisable values as at thereporting dates.

The Company's owns 96% of the DNM Construction Limited

Details of the Company subsidiary at the end of the reporting period is as stated below

The remaining 4% shares attributable to non controlling interest is as detailed below:

Construction and

rehabilitation of buildings

Principal activity Place of incorporation

Proportion of ownership interest and voting power

held by the Company

Finished goods- Paints

Provision for obsolete spares and slow moving

COMPANY GROUP

*Mr. Osa Osunde has replaced Mr. Kayode Falowo

13(I) Dates of Audit Committee Meetings

1. 15th February, 2015

2. 26th of March, 2015

3. 18th of August, 2015

4. 15th of December, 2015

14. COMPLIANCE WITH REGULATORY REQUIREMENTS

The Directors confirm to the best of their knowledge that the Company has substantially complied with the

provisions of the Securities and Exchange Commission Code of Corporate Governance and other regulatory

requirements.

The Directors further confirm that the Company has adopted the IFRS and has complied substantially with

the provisions thereof.

15. EFFECTIVENESS OF INTERNAL CONTROL SYSTEM

As the Company operates in a dynamic environment, it continuously monitors its internal control system to

ensure its continued effectiveness. In doing this, the Company employs both high level and preventive

controls which will ensure maximum opportunity for prevention of misleading or inaccurate financial

statements, properly safeguard its assets and ensure achievement of its corporate goals while complying

with relevant laws and regulations.

16. POST BALANCE SHEET EVENTS

There were no post balance sheet events that would have had an effect on these financial statements.

17. HUMAN CAPITAL MANAGEMENT

Employee relations were stable and cordial in the year under review.

18. AUDITORS

In accordance with Section 357(2) of the Companies and Allied Matters Act, 2004, the auditors, Messrs. BDO

Professional have indicated their willingness to continue in office and a resolution will be proposed to

authorise the Directors to determine their remuneration.

BY ORDER OF THE BOARD

GIO NOMINEES LIMITED

Company Secretaries

LAGOS NIGERIA





b) Property, plant and equipment - Company

CostLeasehold Property

Plant & machinery

Office equipment

Furniture and fittings

Motor Vehicles Total

N'000 N'000 N'000 N'000 N'000 N'000At 1 January 2014 1,764,897 215,134 - 42,160 216,478 2,238,669 Additions - - 1,610 635 28,211 30,456 Reclassification - - 29,406 (29,406) - - Disposals - (1,325) - - (34,605) (35,930)

At 31 December 2014 1,764,897 213,809 31,016 13,389 210,084 2,233,195

At 1 January 2015 1,764,897 213,809 31,016 13,389 210,084 2,233,195 Additions - 2,294 850 559 - 3,704 Disposals - (18,217) (152) - (7,954) (26,324)

At 31 December 2015 1,764,897 197,886 31,714 13,948 202,130 2,210,575

Accumulated depreciation and impairment

At 1 January 2014 111,879 159,746 - 34,540 194,098 500,263 Charge for the year 22,281 26,892 3,372 1,685 12,251 66,481 Impairment loss - - 24,917 (24,917) - - On disposals - (745) - - (34,306) (35,051)

At 31 December 2014 134,160 185,893 28,289 11,308 172,043 531,693

At 1 January 2015 134,160 185,893 28,289 11,308 172,043 531,693 Charge for the year 22,281 13,515 1,474 1,093 13,135 51,498 Elimination on disposal (18,217) (60) (7,954) (26,231)

At 31 December 2015 156,441 181,191 29,703 12,401 177,224 556,960

Carrying amount as at31 December 2015 1,608,456 16,695 2,011 1,547 24,906 1,653,615 31 December 2014 1,630,737 27,916 2,727 2,081 38,041 1,701,502

c) Assets pledged as securityBuildings with a carrying amount of N1.61 billion (2014:N1.63 billion) have been pledged to secure borrowing of the holding company. This has been pledged as a security for bank loan.

d) Contractual commitments

At 31 December 2015, the Company had no contractual commitments for the acquisition of property, plant

and equipment (2014: Nil).

17 Intangible asset

(i) CostAt 1 January 2015 - - - - - AdditionsTransfer from property, plant and

equipment - WIP 398 478 315 2,966 4,157

At 31 December , 2015 398 478 315 2,966 4,157

AmortisationAt 1 January 2015 398 478 315 2,966 4,157 Charge for the year - - - - -

At 31 December , 2015 398 478 315 2,966 4,157

Carrying amount At 31 December 2015 - - - - -

At 31 December 2014 - - - - -

Significant intangible assetsThe Company currently uses sage accounting package line 1000 in collating and preparing accounting information for decision making. The carrying amount of the sage accounting package is Nil (31 December, 2014:Nill)

Tetra 2000 Web Site Payroll Sage TotalN'000 N'000 N'000 N'000 N'000

In accordance with the provisions of Section 359 (6) of the Companies and Allied Matters Act, CAP C20 Laws of

the Federation of Nigeria, 2004, we, the Members of the Audit Committee of DN Meyer Plc, having carried out

our statutory functions under the Act, hereby report that:

(a) The accounting and reporting policies of the Company are in accordance with legal requirements and

agreed ethical practices;

(b) The scope and planning of both the external and internal audit programmes for the year ended st31 December, 2015 are satisfactory and reinforce the Company's internal control system;

(c) Having reviewed the external auditors' findings and recommendations on management matters we

are satisfied with Management's response thereon.

Finally, we acknowledge the cooperation of Management in the discharge of these duties.

Dr. Joseph Asaolu

Chairman

Members of the Audit Committee:

Dr. Joseph Asaolu Shareholder

Mr. Erinfolami Gafar Shareholder

Mr. Osa Osunde Non-Executive Director

Mrs. Ochee Vivienne Bamgboye Independent Director

Report of the Audit Committee

19

The Directors of DN Meyer Plc are responsible for the preparation of the consolidated and separate financial

statements that present fairly the financial position of the Company and its subsidiary (the Group”) as at 31

December, 2015, and the results of its operations, cash flows and changes in equity for the year then ended, in

compliance with International Financial Reporting Standards (IFRS), and in the manner required by the

Companies and Allied Matters Act of Nigeria and the Financial Reporting Council of Nigeria Act, 2011.

In preparing the financial statements, the Directors are responsible for:

l Properly selecting and applying accounting policies;

l Presenting information, including accounting policies, in a manner that provides relevant, reliable,

comparable and understandable information;

l Providing additional disclosures when compliance with the specific requirements in IFRS are insufficient, to

enable users understand the impact of particular transactions, and conditions on the Company's

consolidated and separate financial position and financial performance; and

l Making an assessment of the Group's ability to continue as a going concern.

The Directors are responsible for:

l Designing, implementing and maintaining an effective and sound system of internal controls throughout

the Company;

l Maintaining adequate accounting records that are sufficient to show and explain the Group's transactions

and disclose with reasonable accuracy at any time the consolidated financial position of the Company, and

which enable them to ensure that financial statements of the Company comply with IFRS;

l Maintaining statutory accounting records in compliance with the legislation of Nigeria and IFRS;

l Taking such steps as are reasonably available to them to safeguard the assets of the Company; and

l Preventing and detecting fraud and other irregularities.

The consolidated and separate financial statements of the Group for the year ended 31st December, 2015 were

approved by the Board on the 22nd day of March, 2016.

Signed on behalf of the Directors of the Company.

Mr. Kayode Falowo Mr. OlukayodeTijani

Chairman Finance Director

FRC No: FRC/2014/CISN/00000007051 FRC No: FRC/2013/ICAN/00000005200




Deferred taxation 2015 2014 2015 2014

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

Deferred tax liabilities 515,687 515,687 515,687 515,687

Deferred tax assets (254,538) (254,538) (254,538) (254,538)

261,149 261,149 261,149 261,149

Deferred tax

Movement in deferred tax

At 1 January 261,149 266,983 261,149 266,983

Recognised in profit or loss - (5,834) - (5,834)

At 31 December 261,149 261,149 261,149 261,149

The tax rate used for 2014 and 2015 reconciliation above is the corporate tax rate of 30% & 2% (for tertiary education tax) payable by corporate entities in Nigeria on taxable profits under tax law in the country, for the year ended 31 December 2015. The charge for taxation in these financial statements is based on the provisions of the Company Income Tax Act, CAP C21 LFN,2004

The charge for education tax is based on the provisions of the Education Tax Act, CAP E4, LFN, 2004 which is 2% of the assessable profit for the year.

16 Property, plant and equipment - Group

Cost: BuildingsPlant &

machineryOffice

equipmentFurniture

fittings Motor

vehicles TotalN'000 N'000 N'000 N'000 N'000 N'000

At 1 January 2014 1,764,897 223,632 - 42,160 216,478 2,247,167

Additions - - 1,610 635 28,211 30,456

Reclassification - - 29,406 (29,406) - - Disposals - (1,325) - - (34,605) (35,930)

At 31 December 2014 1,764,897 222,307 31,016 13,389 210,084 2,241,693

Accumulated depreciation and impairment:

At 1 January 2014 111,879 165,412 - 34,540 194,098 505,929

Charge for the year 22,281 29,724 3,372 1,685 12,251 69,313

Reclassification - - 24,917 (24,917) - - On disposals

(745) - - (34,306) (35,051)At 31 December 2014

134,160 194,391 28,289 11,308 172,043 540,191

At 1 January 2015 134,160 194,391 28,289 11,308 172,043 540,191 Charge for the year 22,281 13,515 1,474 1,093 13,135 51,498 Elimination on disposal - (18,217) (60) - (7,954) (26,231)

At 31 December 2015 156,441 189,689 29,703 12,401 177,224 565,458

Carrying amount as at

31 December 2015 1,608,456 16,696 2,011 1,547 24,906 1,653,615

31 December 2014 1,630,737 27,916 2,727 2,081 38,041 1,701,502

Statement of Directors' Responsibilitiesfor the preparation and approval of the Financial Statements

At 1 January 2015 1,764,897 222,307 31,016 13,389 210,084 2,241,693 Additions - 2,295 850 559 - 3,704

Disposals - (18,217) (152) - (7,954) (26,323)

At 31 December 2015 1,764,897 206,385 31,714 13,948 202,130 2,219,074




15 Tax expense

N'000 N'000 N'000 N'000 a) Per profit and loss account

Income tax payable on results for the year - 4,650 - 4,650 Minimum tax 4,996 4,711 - Education tax 2,603 397 2,603 397 Deferred tax - (5,834) - (5,834)

7,599 (787) 7,314 (787)

b) Per statement of financial position2015 2014 2015 2014

N'000 N'000 N'000 N'000 Balance at 1 JanuaryIncome tax 5,787 10,647 5,787 10,647 Education tax 4,093 5,047 4,093 5,047

9,880 15,694 9,880 15,694 Payments during the year:Income tax - - - - Education tax (641) (954) (641) (954)Withholding tax utilised (4,686) (4,860) (4,686) (4,860)

Provision for the year:Income tax - - - - Minimum tax 4,996 - 4,711 - Education tax 2,603 - 2,603 -

Balance at 31 December 12,152 9,880 11,867 9,880

c) Income tax recognised in profit or loss Company income tax is calculated at 30% of the estimated taxable profit for the year based on the provisions of the Company Income Tax Act, CAP C21 LFN, 2004.

Education tax is based on the provisions of the Education Tax Act, CAP E4, LFN, 2004 which is 2% of the assessable profit for the year.

The income tax expense for the year can be reconciled to the accounting profit as per the statement of comprehensive income as follows:

2015 2014 2015 2014 N'000 N'000 N'000 N'000

60,459 (37,362) 80,544 (33,894)

24,448 (10,168) 24,163 (10,168)

(559) (167) (559) (167)

15,449 19,944 15,449 19,944

(39,622) (9,609) (39,622) (9,609)

4,711 4,650 4,711 4,650 2,604 397 2,604 397

568 - 568 - - (5,834) - (5,834)

7,599 (787) 7,314 (787)

0.13 0.02 0.09 0.02

Profit/(loss) before tax

Effect of expenses that are not deductable in determining

Loss relieved

Minimum tax Education tax at 2% of assessable profitBalancing chargeDeferred tax provisionTax expense recognised in profit or loss

Effective rate

Tax at the statutory corporation tax rate of 30% Effect of income that is exempt from taxation

COMPANYGROUP

1. INTRODUCTIONThis policy gives guidelines on the sale and purchase of securities of DN Meyer Plc (“the Company”) by any of

its staff including Directors and Key Management Personnel.

Key Management Personnel are those persons having authority and responsibility for directing and

controlling the day to day activities of the Company, including any Director (whether Executive or Non-

Executive).

The Company has determined that its Key Management Personnel are - Directors and other Executive

Committee (EXCO) Members as defined in its organogram.

All staff, including Directors and the other stated Key Management Personnel, are encouraged to be long-

term holders of the Company's securities. However, it is important that care is taken in the timing of any

purchase or sale of such securities. The purchase of these guidelines is to assist all staff (but more particularly

Directors and Key Management Personnel) to avoid conduct known as 'insider trading'.

Insider trading is the practice of dealing in a company's securities (i.e. shares or options) by a person with

some connection with a company (for example a Director, Employee, Contractor or Consultant) who is in

possession of information generally not available to the public, but which may be relevant to the value of the

company's securities. It may also include the passing on of this information to another. Legally, it is an offence

which carries severe penalties, including imprisonment.

2. WHAT TYPE OF TRANSACTIONS ARE COVERED BY THIS POLICY?This policy applies to both the sale and purchase of any securities of the Company in issue from time to time.

2.1 ProhibitionInsider trading is a criminal offence. It may also result in civil liability. In broad terms, a person will be guilty of

insider trading if:

(a) That person possesses information which is not generally available to the market and, if it were generally

available to the market, would be likely to have a material effect on the price or value of the Company's

securities (i.e. information that is 'price sensitive'); and

(b) That person:(i) Buys or sells securities in the Company; or(ii) Procures someone else to buy or sell securities in the Company; or(iii) Passes on that information to a third party where that person knows, or ought reasonably to know, that

the third party would be likely to buy or sell the securities or procure someone else to buy or sell the

securities of the Company.

2.2 Dealing through third partiesThe insider trading prohibition extends to dealings by individual through nominees, agents or other

associates, such as family members, family trusts and family companies (referred to as “Associates” in these

guidelines).

3. GUIDELINES FOR TRADING IN THE COMPANY'S SECURITIES3.1 All staff must not, except in exceptional circumstances, deal in securities of the Company during the

following “Closed Periods”.

(a) The period from 15 days immediately preceding the announcement to the Nigerian Stock Exchange of

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

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

each of the Company's quarterly results; and 24 hours after the release has been made;

Securities Trading Policy


Notes to the Financial Statements (Contd.)FOR THE YEAR ENDED 31 DECEMBER 2015

Purchases canteen 15,222 16,421 15,222 16,421 Medical expenses 9,314 4,496 9,314 4,496 Maintenance mechanical 2,909 1,862 2,909 1,862 Security guards expenses 13,222 15,767 13,222 15,767 Computer rental expenses 5,490 3,190 5,490 3,190 Building rents & rates 11,098 7,233 11,098 7,233 Repairs & maintenance general 5,716 2,565 5,716 2,565 Depreciation -land & building 22,281 22,281 22,281 22,281 Depreciation - vehicles 13,135 12,251 13,135 12,251 Depreciation - office equipment 1,474 1,685 1,474 1,685 Depreciation - furniture and fittings 1,093 3,372 1,093 3,372 Advert & publicity expenses 4,659 13,632 4,659 13,632 Fuel & lubricants 5,539 9,254 5,539 9,254 Vehicle expenses 7,944 10,012 7,944 10,012 Travelling 12,830 17,917 12,830 17,917 Directors fees & board expense 23,888 22,410 23,888 22,410 Insurance expenses 5,190 7,709 5,190 7,709 Legal & professional 32,495 21,199 8,512 21,199 Printing & photocopy 2,502 2,506 2,502 2,506 Telephone 5,624 7,248 5,624 7,248 AGM expenses 3,022 3,333 3,022 3,333 Courier/postage 2,223 1,902 2,223 1,902 Audit fees 4,773 10,213 4,773 10,213 Bank charges - local 2,127 5,511 2,127 5,511 Performance cost 56,558 48,194 56,558 48,194 Year end expenses - 500 - 500 Clearing licence renewal 3,815 6,291 3,815 6,291 Industrial training fund 6,302 - 6,302 - General stores & consumables 7,864 6,415 7,864 6,415 Entertainment 2,420 5,273 2,420 5,273 Other expenses 28,196 29,306 28,196 28,671

318,925 319,948 294,942 319,313

13 Finance income and costs

2015 2014 2015 2014 N'000 N'000 N'000 N'000

(i) Finance income:Interest received on bank deposit 1,850 12,172 1,850 12,172

(ii) Finance costs: N'000 N'000 N'000 N'000 Interest on bank overdraft and loans 92,401 120,978 92,401 120,978 Interest on finance lease 563 - 563

92,401 121,541 92,401 121,541

14 Profit/loss for the year is arrived at after charging:

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

51,498 69,313 51,498 66,481

1,863 557 1,863 557 Auditors remuneration 4,000 10,000 4,000 10,000 Staff costs 266,705 212,601 266,705 212,601 Director's remuneration and fees - 313 - 313 Defined contribution plans 16,672 12,478 16,672 12,478 Termination benefits - 7,164 - 7,164 Interest on loans and overdrafts 92,401 121,541 92,401 121,541

Depreciation of property, plant and equipment

Profit on disposal of property, plant and equipment

GROUP COMPANY

N'000 N'000 N'000 N'000 (d) A period of two trading days before and 24 hours after any other Nigerian Stock Exchange

announcement by the Company; and(e) Such other periods as the Board may from time to time by notice in writing designate as a closed period.

3.2 Discretion of the BoardThe Board may at its discretion vary the rule in relation to a particular Closed Period by a memo to all staff

including Directors and/or Key Management Personnel either before or during the Closed Period.

However, if a Director or Key Management Personnel of the Company is in possession of price sensitive

information which is not generally available to the market, then he or she must not deal in the Company's

securities at any time.

3.3 No Short-Term Trading in the Company's SecuritiesDirectors and Key Management Personnel must never engage in short-term trading of the Company's

securities for example buying and selling of shares within a period of thirty (30) days.

3.4 Securities in other CompaniesBuying and selling securities of other companies with which the Company may be dealing is prohibited

where an individual possesses information which is not generally available to the market and is 'price

sensitive'. For example, where an individual is aware that the Company is about to sign a major agreement

with another listed Company; they should not buy securities in either the Company (DN Meyer) or the other

Company. This is subject to some defined and legitimate exceptions.

3.5 Notification of period when all staff, Directors and/or Key Management Personnel are not permitted

to tradeThe Company Secretary will endeavour to notify all Directors or Key Management Personnel of the times

when they are not permitted to buy or sell the Company's securities as set out in this Policy. All other staff will

be notified by the Company Secretary via memos which are displayed on the internet.

4. APPROVAL AND NOTIFICATION REQUIREMENTS TO BUY OR SELL THE COMPANY'S SECURITIES;(a) Directors must obtain the prior written approval of the Chairman/ Board(b) The Chairman must obtain the prior approval of the Board.(c) Key Management Personnel must obtain the MD/CEO's approval. (d) All requests to buy or sell securities must include the intended volume of securities and an estimated

time frame for the sale or purchase.(e) Copies of written approvals must be forwarded to the Company Secretary prior to the approved

purchase or sale transaction.

(f) Notification- Subsequent to approval obtained in accordance with clause 4(e), any member of staff who

(directly or through an agent or proxy) buys, sells, or exercises rights in relation to Company's securities must

notify the Company Secretary in writing of the details of the transaction within two (2) business days of the

transaction occurring. This notification obligation operates at all times.

Exceptions- Any exemption, if issued, will be in writing and shall contain a specified time period during

which the sale of securities can be made.

5. EFFECT OF COMPLIANCE WITH THIS POLICYCompliance with these guidelines for trading in the Company's securities does not absolve that individual

from complying with the law, which must be the overriding consideration when trading in the Company's

securities.

Securities Trading Policy (Contd.)


Segment results

2015 2014 2015 2014

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

Investment income 1,850 12,172 1,850 12,172

Other gains and losses 199,049 14,084 195,151 14,084

Finance costs (92,401) (121,541) (92,401) (121,541)

Profit/(loss) before tax 60,459 (37,362) 80,544 (33,894)

Tax (7,599) 787 (7,314) 787

Profit/loss for the year 52,860 (36,575) 73,230 (33,107)

COMPANY GROUP

Segment Accounting Policies The accounting policies of the reportable segments are the same as the company's accounting policies described in note 6ac. Segment results represents the gross profit earned by each segment without allocation of general operating expenses, other gains and losses recognised on investment income, other gains and losses as well as finance costs.

This is the measure reported to the Chief Operating Decision Maker for the purpose of resource allocation and assessment of segment performance.

Business and geographical segments The company operates in all geographical areas in the Country.

Segment assets and liabilities All assets and liabilities are jointly used by the reportable segments.

10 Other operating income N'000 N'000 N'000 N'000

1,863 557 1,863 557 Bank credit write back 12,993 - 12,993 - Accrued expenses no longer required 45,085 - 45,085 - Inventory provision no longer required 20,554 - 20,554 - Rental income 6,167 5,063 6,167 5,063 Gains on restructured loan 101,365 - 101,365 - Use of facilities, rent, sale of empty drums & debt recovered - 8,464 - 8,464 Sundry income 7,124 - 7,124 - Processing of certificate of occupancy 3,898 - - -

199,049 14,084 195,151 14,084

11 Selling and distribution expenses

2015 2014 2015 2014

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

Carriage inward 33,248 33,392 33,248 33,392 Sales Promotion/Commission 2,210 - 2,210 -

Basic 93,258 82,090 93,258 82,090 Overtime 2,824 3,102 2,824 3,102 Fringe costs 64,038 52,435 64,038 52,435 Christmas bonus 7,235 6,951 7,235 6,951 NSITF 1,286 1,373 1,286 1,373 Pension scheme 15,041 10,771 15,041 10,771 Gratuity scheme - 6,926 - 6,926 Casual labour 15,357 17,332 15,357 17,332

234,497 214,372 234,497 214,372

Profit on disposal of property, plant and equipment

GROUP COMPANY



We have audited the accompanying consolidated and separate financial statements of DN Meyer Plc and its subsidiary Company ('together the Group') for the financial year ended 31 December 2015, which comprises the consolidated and separate statements of financial position, consolidated and separate statements of profit or loss and other comprehensive income, consolidated and separate statements of changes in equity, consolidated and separate statements of cash flows for the year then ended, and notes to the consolidated and separate financial statements which include the significant accounting policies and other explanatory notes.

Directors' responsibility for the financial statements2. The directors are responsible for the preparation and fair presentation of these consolidated and separate

financial statements in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, in compliance with relevant provisions of the Financial Reporting Council of Nigeria Act, No 6, 2011 and the Companies and Allied Matters Act, CAP C20 LFN 2004. This responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditors' responsibility3. Our responsibility is to express an independent opinion on the financial statements based on our audit. We

conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform our audit to obtain reasonable assurance that the financial statements are free from material misstatement.

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

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

Opinion4 In our opinion, the consolidated and separate financial statements give a true and fair view of the state of affairs of

the Company and the Group's financial position as at 31 December 2015 and of the financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards and in compliance with the relevant provisions of the Financial Reporting Council of Nigeria Act No 6, 2011 and the Companies and Allied Matters Act, CAP C20 LFN 2004.

Report on other legal requirements5. The Companies and Allied Matters Act, CAP C20 LFN, 2004 requires that in carrying out our

audit, we consider and report to you on the following matters. We confirm that:

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

ii) in our opinion, proper books of account have been kept by the Company and its subsidiary; and

iii) the Company and its subsidiary's statement of financial position and statement of profit or loss and other comprehensive income are in agreement with the books of account.

Olugbemiga A. Akibayo, Lagos, NigeriaFRC/2013/ICAN/00000001076For: BDO Professional ServicesChartered Accountants

22 March 2016

Report of the Independent Auditors to the Members of DN Meyer Plc and its Subsidiary Company


The debt-to-adjusted-capital ratio at 31 December 2015 and at 31 December 2014 were as follows:

2015 2014

N'000 N'000

Trade and other payables 486,545 555,651

Borrowings 627,200 746,595

Less: cash and cash equivalents (35,592) (134,058)

Net debt 1,078,153 1,168,188

Total equity 638,100 564,870

Debt to adjusted capital ratio (%) 169% 207%

8 Revenue

2015 2014 2015 2014 N'000 N'000 N'000 N'000

Paints 1,148,360 1,216,536 1,148,360 1,216,536

Application of paints 38,876 123,568 38,876 123,568 1,187,236 1,340,104 1,187,236 1,340,104

9 Cost of sales

Paints 657,771 660,982 657,771 660,982

Application of paints 24,082 84,046 24,082 84,046

Trading property - 2,833 - - 681,853 747,861 681,853 745,028

COMPANY GROUP

Segment Reporting

Products and services from which reportable segments derive their revenues The determination of the company operating segments is based on the organisation units for which information is reported to the management. The company has two areas of revenue generation: Paints and Services (Application). Revenue are primarily generated from the sale of paints and services rendered through application of paints.

Certain headquarter activities are reported as 'Corporate'. These consist of corporate headquarters including the Corporate Executive Committee.

Information reported to the entity's Chief Executive for the purposes of resource allocation and assessment of segment performance is focused on the category of products for each type of activity. The principal categories are sale of paints, adhesives/tiles and application of paints and investment property . The entity's reportable segments under IFRS 8 are therefore as follows:

Paints This segment is involved in the production of diverse paints products of premium class in their different industries.

Trading property This segment is involved in carrying out finished residential apartment in accordance with the architectural design.

Segment Revenue and results

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

Paints 1,148,360 1,216,536 1,148,360 1,216,536

Application of paints 38,876 123,568 38,876 123,568

1,187,236 1,340,104 1,187,236 1,340,104




Liquidity riskLiquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions. Liquidity projections including available credit facilities are incorporated in the regular management information reviewed by Management. The focus of the liquidity review is on the net financing capacity, being free cash plus available credit facilities in relation to the financial liabilities. The following are the contractual maturities of financial liabilities:

As at 31 December 2015

Book value Contractual

cashflow One year or

less

1-5 years

Borrowings 627,200 - 96,277 530,923 Trade and other payables 486,545 - 486,545 -

1,113,745 - 582,822 530,923

As at 31 December 2014Book value Contractual

cashflow One year or

less

1-5 years

Borrowings 746,595 - 124,292 622,303 Trade and other payables 555,651 - 555,651 -

1,302,246 - 679,943 622,303 Market risk Market risk concerns the risk that Group income or the value of investments in financial instruments is adversely affected by changes in market prices, such as exchange rates and interest rates. The objective of managing market risks is to keep the market risk position within acceptable boundaries while achieving the best possible return.

Foreign exchange riskThe functional currency of the Group is the Nigerian naira.

Interest rate riskThe Group has fixed interest rate liabilities. In respect of controlling interest risks, the policy is that, in principle, interest rates for loans payable are primarily fixed for the entire maturity period. This is achieved by contracting loans that carry a fixed interest rate. The effective interest rates and the maturity term profiles of interest-bearing loans, deposits and cash and cash equivalents are stated below:

As at 31 December 2015 Effective

interest rate

one year or

less 1-5 years Total

Cash and cash equivalents - 35,592 - 35,592 Borrowings - (96,277) (96,277)

- (60,685) - (60,685)

Fair ValueFinancial instruments accounted for under assets and liabilities are cash and cash equivalents, receivables, and current and non-current liabilities. The fair value of most of the financial instruments does not differ materialy from the book value.

(ii) Capital managementThe Board of Director's policy is to maintain a strong capital base so as to maintain customer, investor, creditor and market confidence and to support future development of the business. The Board of Directors monitors the debt to capital ratio. The Board of Directors also monitors the level of dividend to be paid to holders of ordinary shares. The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the benefits of a sound capital position. There were no changes in the Company's approach to capital management during the year. The Company is not subject to externally imposed capital requirements.



Consolidated Statement of Profit or Loss and Other Comprehensive Income


2015 2014 2015 2014

Notes N'000 N'000 N'000 N'000

Revenue 8 1,187,236 1,340,104 1,187,236 1,340,104 Cost of sales 9 (681,853) (747,861) (681,853) (745,028)Gross profit 505,383 592,243 505,383 595,076

Other operating income 10 199,049 14,084 195,151 14,084

Selling & distribution expenses 11 (234,497) (214,372) (234,497) (214,372)

Administrative expenses 12 (318,925) (319,948) (294,942) (319,313)

Profit from operating activities 151,010 72,007 171,095 75,475

Finance income 13 1,850 12,172 1,850 12,172 Finance costs 13 (92,401) (121,541) (92,401) (121,541)

Net finance costs (90,551) (109,369) (90,551) (109,369)

Profit/(loss) before taxation 14 60,459 (37,362) 80,544 (33,894) Taxation 15(a) (7,599) 787 (7,314) 787

Profit/(loss) after tax for the year 52,860 (36,575) 73,230 (33,107)

Other comprehensive income:Items that will not be reclassified to profit or loss

Remeasurement of Defined benefit obligation - (7,650) - (7,650)

Other comprehensive loss for the year, netof tax - (7,650) - (7,650)

Total comprehensive income/ (loss) for the year 52,860 (44,225) 73,230 (40,757)

Profit/(loss) after tax for the year attributable to:Owners of the parent 53,674 (36,436) 73,230 (33,107) Non-controlling interest (814) (139) - - Profit/(loss) after tax for the year 52,860 (36,575) 73,230 (33,107)

Total comprehensive income/(loss) attributable to:Owners of the parent 53,674 (44,086) 73,230 (40,757)Non-controlling interest (814) (139) - -

Total comprehensive income/ (loss) for the year 52,860 (44,225) 73,230 (40,757)

Basic earnings/(loss) per share (kobo) 28 0.18 (0.15) 0.25 (0.14)Diluted earnings/(loss) per share (kobo) 28 0.18 (0.15) 0.25 (0.14)

Auditors' report, pages 1 and 2

The accompanying notes on pages 8 to 41 and Other National Disclosures on pages 42 to 44 forman integral part of these financial statements.

GROUP COMPANY


The Management determines concentrations of credit risk by quarterly monitoring the creditworthiness rating of existing customers and through a monthly review of the trade receivables' ageing analysis. In monitoring the customers' credit risk, customers are grouped according to their credit characteristics. customers that are grouped as "high risk" are placed on a restricted customer list, and future credit services are made only with approval of the Management, otherwise payment in advance is required.

Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. Banks with good reputation are accepted by the Group for business transactions.

The maximum credit risk as per statement of financial position, without taking into account the aforementioned financial risk coverage instruments and policy, consists of the book values of the financial assets as stated below:

2015 2014

N'000 N'000

Trade receivables (Note 20) 93,192 68,006

Cash and cash equivalents (Note 21) 35,592 134,058

128,784 202,064

As at the reporting date there was no concentration of credit risk with certain customers.

Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. Banks

with good reputation are accepted by the Group for business transactions.

Cash is held with the following institutionsN'000 N'000

Access Bank Plc 23,528 3,898

Diamond Bank Plc 508 525

Eco Bank Plc 2,911 1,766

First City Monument Bank Limited 502 44,508

Guaranty Trust Bank Plc 2,351 9,866

Stanbic IBTC Bank 2,396 8,626

First Bank of Nigeria Limited - 5,960

Zenith Bank Plc - 17,421

Sterling Bank 482 1,178

Union Bank Plc 12 12

Skye Bank 22 34,612

Heritage Bank - 2,414

United Bank for Africa - 977

Mainstreet Bank Limited - 1,475

32,712 133,238



Consolidated Statement of Financial Position

Notes 2015 2014 2015 2014

Non-current assets N'000 N'000 N'000 N'000

Property, plant and equipment 16 1,653,615 1,701,502 1,653,615 1,701,502

Intangible assets 17 - - - -

Investment in subsidiary 18 - - 9,600 9,600

Deferred tax asset 15(d) 254,538 254,538 254,538 254,538

Total Non-Current Assets 1,908,153 1,956,040 1,917,753 1,965,640

Current assets Inventory 19 196,315 198,494 196,315 198,494 Trade and other receivables 20 188,090 157,047 151,461 120,420

Cash and cash equivalents 21 35,776 134,242 35,592 134,058 420,181 489,783 383,368 452,972

Current liabilities Short term borrowings 22(i) 96,277 124,292 96,277 124,292

Finance lease obligation 23 - 878 - 878

Trade and other payables 24 466,284 515,703 486,545 555,651

Taxation 15(b) 12,152 9,880 11,867 9,880 574,713 650,753 594,689 690,701

Net current liabilities (154,532) (160,970) (211,321) (237,729)

Total assets less current liabilities 1,753,621 1,795,070 1,706,432 1,727,911

Non-current liabilities Deferred tax liability 15(d) 515,687 515,687 515,687 515,687

Long term borrowings 22(ii) 530,923 622,303 530,923 622,303

Employment benefits 22(a) 21,722 25,051 21,722 25,051 1,068,332 1,163,041 1,068,332 1,163,041

Net assets 685,289 632,029 638,100 564,870

EquityShare capital 25 145,745 145,745 145,745 145,745 Share premium 26 10,485 10,485 10,485 10,485

Revenue reserve 27 526,403 472,729 481,870 408,640

Non controlling interest 27(ii) 2,656 3,070 - - Total equity 685,289 632,029 638,100 564,870

________________________ ___________________ ___________________

Kayode Falowo Olukayode Tijani Akeem Adeyinka

Chairman Director Chief Financial Officer

FRC/2014/CISN/00000007051 FRC/2013/ICAN/00000005200 FRC/2013/ICAN/00000002327


The financial statements and notes to the financial statements were approvedby theBoardof directors on 22

March 2016 and signed on its behalf by:

The accompanying notes on pages 8 to 41 and Other National Disclosures on pages 42 to 44 form an integral part of these financial statements.

COMPANY COMPANY GROUP GROUP

AS AT 31 DECEMBER, 2015


7 Determination of fair value

(a) A number of the Group's accounting policies and disclosures require the determination of fair value for the both financial and non-financial assets and liabilities. Fair values have been determined for measurement and /or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determing fair values is disclosed in the notes specific to that assets or liabilities.

i Property, plant and equipmentThe fair value of items of plant and machinery, fixtures and fittings, motor vehicles and Land and buildings is based on depreciated replacement cost and comparison approaches. ''Depreciated replacement cost'' reflects the current cost of reconstructing the existing structure together with the improvements in today's market adequately depreciated to reflect its physical wear and tear, age, functional and economic obsolescence plus the site value in its existing use as at the date of inspection while ''Comparison Approach'' that is the analysis of recent sale transactions or similar properties in the neighbourhood. The figure thus arrived at represents the best price that the subsisting interest in the property will reasonably be expected to be sold if made available for sale by private treaty between a willing seller and buyer under competitive market conditions.

ii Valuation of Available for sale financial assetsThe fair value of investments in equity are determined with reference to their quoted closing bid price at the measurement date, or if unquoted, determined using a valuation technique. Valuation techniques employed is the net asset per share basis.

iii Fair value hierarchyFair values are determined according to the following hierarchy based on the requirements in IFRS 7

Financial Instrument Disclosure'.Level 1 : quoted market prices: financial assets and liabilities with quoted prices for identical instruments in active markets.

Level 2: valuation techniques using observable inputs: quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in inactive markets and financial assets and liabilities values using models where all significant inputs are observable.

Level 3: valuation techniques using significant unobservable inputs: financial assets and liabilities valued using valuation techniques where one or more significant inputs are unobservable. The best evidence of fair value is a quoted price in an active market. In the event that the market for a financial asset or liability is not active , a valuation technique is used.

b Financial risk management

i GeneralPursuant to a financial policy maintained by the Board of Directors, the Group uses several financial instruments in the ordinary course of business. The Group's financial instruments are cash and cash equivalents, trade and other receivables, interest-bearing loans and bank overdrafts and trade and other payables. The Group has exposure to the following risks from its use of financial instruments:

- Credit risk- Liquidity risk- Market risk, consisting of: currency risk, interest rate risk and price risk

Credit riskCredit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from Group's receivables from customers. It is the Group's policy to assess the credit risk of new customers before entering into contracts.

The Management has established a credit policy under which each new customer is analysed individually for creditworthiness before the Group's standard payment and delivery terms and conditions are offered. The Group's review includes external ratings, when available, and in some cases bank references. Purchase limits are established for each customer, which represents the maximum open amount without requiring approval from the Management.



Consolidated Statement Of Cash FlowsFOR THE YEAR ENDED 31 DECEMBER,2015

Notes 2015 2014 2015 2014

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

Loss before taxation 52,860 (44,225) 73,230 (40,757)

Adjustments for:Depreciation of property, plant and equipment 16 51,498 69,313 51,498 66,481 Finance income 13 (1,850) (12,172) (1,850) (12,172)Finance charges 13 92,401 121,541 92,401 121,541 Gains on disposal of property, plant and equipment 10 (1,863) (557) (1,863) (557)Income tax expense 15(a) 7,599 (787) 7,314 (787)Gains on restructured loan (101,365) - (101,365) - Adjustment of non controlling interest 400 - - -

99,680 133,113 119,365 133,749

Decrease in inventory 19 2,179 11,617 2,179 11,617 (Increase)/decrease in trade and other receivables 20 (31,043) 23,633 (31,041) 23,633 Decrease in employee benefits (3,329) (3,977) (3,329) (3,977)

24 (49,418) (15,810) (69,105) (16,446)23 (878) (2,414) (878) (2,414)

Cash generated by operations 17,191 146,162 17,191 146,162

Tax paid 15(b) (5,327) (5,814) (5,327) (5,814)

Net cashflow from operating activities 11,864 140,348 11,864 140,348

Cash flows from investing activitiesAdditions to property, plant and equipment 16 (3,704) (30,456) (3,704) (30,456)

13 1,850 12,172 1,850 12,172 Proceeds from disposal of property, plant and equipment 1,955 1,435 1,955 1,435

Net cash inflow/(outflow) from investing activities 101 (16,849) 101 (16,849)

Cash flows from financing activitiesLong term loan repaid 22(ii) (110,343) (109,261) (110,343) (109,261)Additional loan - short term 22(ii) 92,313 17,308 92,313 17,308 Finance charges 13 (92,401) (121,541) (92,401) (121,541)Net cash outflow from financing activities (110,431) (213,494) (110,431) (213,494)

Net decrease in cash and cash equivalents (98,466) (89,995) (98,466) (89,995)

Cash and cash equivalents at the beginning of the year 134,242 224,237 134,058 224,053 Cash and cash equivalents at the end of the year 35,776 134,242 35,592 134,058

Cash and cash equivalent comprise:


Finance income


GROUP GROUP COMPANY COMPANY

Decrease in trade and other payablesDecrease in finance lease obligation


a Off Statement of financial position events

Transactions that are not currently recognized as assets or liability in the statement of financial position but which nonetheless give rise to credit risks, contingencies and commitments are reported off statement of financial position. Such transactions include letters of credit, bonds and guarantees, indemnities, acceptances and trade related contingencies such as documentary credits. Outstanding unexpired commitments at the year-end in respect of these transactions are shown by way of note to the financial statements.

b Effective Interest MethodThe effective interest method is a method of calculating the amortised cost of an interest bearing financial instrument and of allocating interest income and expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cashflows (including all fees and points paid or received that form an integral part of the effective interest rate, translation costs and other premiums or discounts) through the expected life of the debt instruments, or where appropriate, a shorter period, to the net carrying amount on initial recognition.

c Segment reportingAn operating segment is a component of the Group that engages in business activities from which it can earn revenues and incur expenses, including revenues and expenses that relates to transactions with any of the Group's other components, whose operating results are reviewed regularly by the Finance Director (being the Chief Operating Decision Maker) to make decisions about resources allocated to each segment and assess its performance, and for which discrete financial information is available.

Consolidated Statement of Changes in EquityFOR THE YEAR ENDED 31 DECEMBER 2015

Share Share

capital capital

Share Share

premium premium

Revenue Revenue

reservereserve

Non Non

controlling controlling

interestinterest Total Total

equity equity

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

Balance at 1 January 2015 145,745 10,485 472,729 3,070 632,029

Comprehensive Income for the year - Profit for the year - - 53,674 (814) 52,860 Adjustment of non controlling interest 400 400 Other comprehensive income - - - - -

Total comprehensive income/(loss) for the year - - 53,674 (414) 53,260

Contributions by and distributions to owners - - - - -

Balance at 31 December 2015 145,745 10,485 526,403 2,656 685,289

N'000 N'000 N'000N'000 N'000 N'000 N'000 N'000 N'000 N'000Balance at 1 January 2014 145,745 10,485 516,815 3,209 676,254

Comprehensive Income for the yearLoss for the year - - (36,436) (139) (36,575)

Other comprehensive income - - (7,650) - (7,650)

Total comprehensive loss for the year - - (44,086) (139) (44,225)

Contributions by and distributions to owners - - - - -

Balance at 31 December 2014 145,745 10,485 472,729 3,070 632,029






Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability differs from its tax base. Deferred taxes are recognized using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes (tax bases of the assets or liability). The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted by the reporting date.

Deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend is recognised.

v Share capital and Share premium Shares are classi?ed as equity when there is no obligation to transfer cash or other assets. Any amounts received

over and above the par value of the shares issued is classified as ‘share premium’ in equity. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction from the proceeds, net of tax.

w Dividend on ordinary shares

Dividends on ordinary shares are recognised as a liability and deducted from equity when they are approved by the Group's shareholders. Interim dividends are deducted from equity when they are declared and no longer at the discretion of the shareholders. Dividends for the year that are approved after the statement of financial position date are disclosed as an event after the statement of financial position date.

x Retained earningsGeneral reserve represents amount set aside out of profits of the Group which shall at the discretion of the directors be applied to meeting contingencies, repairs or maintenance of any works connected with the business of the Group, for equalising dividends, for special dividend or bonus, or such other purposes for which the profits of the Group may lawfully be applied.

y Contingent liability A contingent liability is disclosed, unless the possibility of an outflow of resources embodying economic

benefits is remote. Where the Group is jointly and severally liable for an obligation, the part of the obligation that is expected to be met by other parties is treated as a contingent liability. The entity recognises a provision for the part of the obligation for which an outflow of resources embodying economic benefits is probable, except in the extremely rare circumstances where no reliable estimate can be made. Contingent liabilities are assessed continually to determine whether an outflow of resources embodying economic benefits has become probable. If it becomes probable that an outflow of future economic benefits will be required for an item previously dealt with as a contingent liability, a provision is recognised in the financial statements of the period in which the change probability occurs except in the extremely rare circumstances where no reliable estimate can be made.

z Related party transactions or insider dealings Related parties include the related companies, the directors, their close family members and any employee

who is able to exert significant influence on the operating policies of the Group. Key management personnel are also considered related parties. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity directly, including any director (whether executive or otherwise) of that entity. The Group considers two parties to be related if, directly or indirectly one party has the ability to control the other party or exercise significant influence over the other party in making financial or operating decisions.

Where there is a related party transactions within the Group, the transactions are disclosed separately as to the type of relationship that exists within the Group and the outstanding balances necessary to understand.

Share Share

capital capital

Share Share

premium premium

Retained Retained

earningsearnings Total equity Total equity

N'000 N'000 N'000 N'000 N'000 N'000Balance at 1 January 2015 145,745 10,485 408,640 564,870

Comprehensive Income for the year

Profit for the year - - 73,230 73,230

Other comprehensive income - - - -

Total comprehensive income for the year - - 73,230 73,230

Contributions by and distributions to owners - - - -

Balance at 31 December 2015 145,745 10,485 481,870 638,100

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

Balance at 1 January 2014 145,745 10,485 449,397 605,627

Comprehensive Income for the year

Loss for the year - - (40,757) (40,757)

Other comprehensive income - - - -

Total comprehensive loss for the year - - (40,757) (40,757)

Contributions by and distributions to owners - - - -

Balance at 31 December 2014 145,745 10,485 408,640 564,870


The accompanying notes on pages 8 to 41 and Other National Disclosures on pages 42 to 44 form an integralpartof these financial statements.

Separate Statement of Changes in EquityFOR THE YEAR ENDED 31 DECEMBER 2015




r ProvisionsA provision is recognized only if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. The provision is measured at the best estimate of the expenditure required to settle the obligation at the reporting date.Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. The Group's provisions are measured at the present value of the expenditures expected to be required to settle the obligation.

s BorrowingsBorrowings are recognized initially at their issue proceeds and subsequently stated at cost less any repayments. Transaction costs where immaterial, are recognized immediately in the statement of comprehensive income. Where transaction costs are material, they are capitalized and amortised over the life of the loan. Interest paid on borrowing is recognized in the statement of comprehensive income for the period.

t Employee benefits The Group operates the following contribution and benefit schemes for its employees:

(i) Defined contribution pension schemeIn line with the provisions of the Nigerian Pension Reform Act, 2014, DN Meyer Plc has instituted a defined contributory pension scheme for its employees. The scheme is funded by fixed contributions from employees and the Group at the rate of 8% by employees and 10% by the Group of basic salary, transport and housing allowances invested outside the Group through Pension Fund Administrators (PFAs) of the employees choice.The Group has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employees’ service in the current and prior periods.The matching contributions made by DN MEYER PLC to the relevant PFAs are recognised as expenses when the costs become payable in the reporting periods during which employees have rendered services in exchange for those contributions. Liabilities in respect of the defined contribution scheme are charged against the profit of the period in which they become payable.Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

(ii) Short-term benefitsShort term employee benefit obligations which include wages, salaries, bonuses and other allowances for current employees are measured on an undiscounted basis and recognised and expensed by DN Meyer Plc in the income statement as the employees render such services.

A liability is recognised for the amount expected to be paid under short - term benefits if the Group has a present legal or constructive obligation to pay the amount as a result of past service provided by the employee and the obligation can be estimated reliably.

u Income Taxes - Company income tax and deferred tax liabilities Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income

statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity or in other comprehensive income. Current income tax is the estimated income tax payable on taxable income for the year, using tax rates enacted or substantively enacted at the statement of financial position date, and any adjustment to tax payable in respect of previous years.

The tax currently payable is based on taxable results for the year. Taxable results differs from results as reported in the income statement because it includes not only items of income or expense that are taxable or deductible in other years but it further excludes items that are never taxable or deductible. The Group's liabilities for current tax is calculated using tax rates that have been enacted or substantively enacted at the reporting date.

1 The GroupThe group comprises of DN Meyer Plc (the Company) and its subsidiary - DN Meyer Construction Limited.

The Company - Corporate information and principal activities DN Meyer Plc is a manufacturing Company incorporated in Nigeria on the 20th of May 1960. The Company

manufactures and markets paints. The shares of the Company are held as to 30% by Citiprops Limited, 18.79% by Bosworth, 9.26% by Osa Osunde and 42% by Nigerian citizens.Its registered office is at Plot 34, Mobolaji Johnson Avenue, Oregun Industrial Estate, Alausa Ikeja, Lagos.

2 Basis of preparation

a Statement of complianceThe financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and the requirements of the Companies and Allied Matters Act, CAP C20 LFN, 2004. Where the provisions of IFRS are in conflict with the requirements of the Companies and Allied Matters Act, CAP C20, 2004, IFRS supersedes.

The financial statements were authorised for issue by the Board of Directors on 22 March 2016.

b. Basis of MeasurementThe group financial statements have been prepared on the historical cost basis except for the following:property, plant and equipment is measured at revalued amount.

c. Functional and presentation currencyThe Company and group functional and presentation currency is the Nigerian naira. The financial statements are presented in Nigerian Naira and have been rounded to the nearest thousand except otherwise stated.

d. Use of estimates and judgementThe preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and judgments. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note

3 New standards, amendments and interpretation issued but not yet adopted by the CompanyThe following new/amended accounting standards and interpretations have been issued, but are not mandatory for financial year ended 31 December 2015. They have not been adopted in preparing the financial statements for the year ended 31 December 2015 and are expected to affect the Company in the period of initial application. In all cases the Company intends to apply these standards from application date as indicated in the table below.






Cost is determined as follows:-

Raw materials Raw materials which includes purchase cost and other costs incurred to bring the materials to their location and condition are valued using weighted average cost.

Work in progressCost of work in progress includes cost of raw materials, labour, production and attributable overheads based on normal operating capacity. Work in progress is valued using weighted average cost.

Finished goodsCost is determined using the weighted average method and includes cost of material, labour, production and attritable overheads based on normal operating capacity.

Spare parts and consumablesSpare parts which are expected to be fully utilized in production within the next operating cycle and other consumables are valued at weigted average cost after making allowance for obsolete and damaged stocks.

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment. Discounting is ignored if insignificant. A provision for impairment of trade and other receivables is established when there is objective evidence that the Group will not be able to collect all the amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that debtor will enter bankruptcy and default or delinquency in payment, are the indicators that a trade and other receivable is impaired. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the statement of comprehensive income within the administrative cost.

The amount of the impairment provision is the difference between the asset's nominal value and the recoverable value, which is the present value of estimated cash flows, discounted at the original effective interest rate. Changes to this provision are recognised under administrative costs.

When a trade receivable is uncollectable, it is written o? against the provision for trade receivables.

q Financial liabilitiesFinancial liabilities are initially recognised at fair value when the Group become a party to the contractual provisions of the liability. Subsequent measurement of financial liabilities is based on amortized cost using the effective interest method. The Group financial liabilities includes: trade and other payables. Financial liabilities are presented as if the liability is due to be settled within 12 months after the reporting date, or if they are held for the purpose of being traded. Other financial liabilities which contractually will be settled more than 12 months after the reporting date are classified as non-current.

Trade payablesTrade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classi?ed as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

De-recognition of financial liabilitiesThe Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid or payable is recognised in income statement.

GENERAL INFORMATION AND ACCOUNTING POLICIES

IFRS Reference Title and

Affected

Standard(s)

Nature of change Application

date

Impact on initial Application

Annual reporting

periods

commencing on

or after 1

January 2018

IFRS 9 (2014)

(issued Jul 2014)

Financial

Instruments

Classification and measurement

Financial assets will either be measured -

at amortised cost,

- fair value through other

comprehensive income (FVTOCI) or

- fair value through profit or loss -

(FVTPL).

Impairment

The impairment model is a more

forward looking model in that a credit

event no longer has to occur before

credit losses are recognised. For

financial assets measured at amortised

cost or fair value through other

comprehensive income (FVTOCI), an

entity will now always recognise (at a

minimum) 12 months of expected losses

in profit or loss. Lifetime expected losses

will be recognised on these assets when

there is a significant increase in credit

risk after initial recognition.

Hedging

The new hedge accounting model

introduced the following key changes:

-Simplified effectiveness testing,

including removal of the 80-125% highly

effective threshold

-More items will now qualify for hedge

accounting, e.g. pricing components

within a non-financial item, and net

foreign exchange cash positions

-Entities can hedge account more

effectively the exposures that give rise

to two risk positions (e.g. interest rate

risk and foreign exchange risk, or

commodity risk and foreign exchange

risk) that are managed by separate

derivatives over different periods -Less

profit or loss volatility when using

options, forwards, and foreign currency

swaps

-New alternatives available for economic

hedges of credit risk and own use

contracts which will reduce profit or loss

volatility.

The first time application of IFRS

9 will have a wide and

potentially very significant

impact on the accounting for

financial instruments. The new

impairment requirements are

likely to bring significant

changes for impairment

provisions for trade receivables,

loans and other financial assets

not measured at fair value

through profit or loss.

Due to the recent release of this

standard, the entity has not yet

made a detailed assessment of

the impact of this standard.






that the lender would not otherwise consider; Its becoming probable that the borrower will enter bankruptcy or any other financial reorganisation; The disappearance of an active market for that financial asset because of financial difficulties; or Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group, including:

• adverse changes in the payment status of borrowers in the Group;• national or local economic conditions that correlate with defaults on the assets in the Group;• delinquency in contractual payments of principal or interest;• cash flow difficulties;• breach of loan covenants or conditions;• deterioration in the value of collateral; and,• initiation of bankruptcy proceedings.

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

Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period as well as observable changes in national or local economic conditions that correlate with default on receivables.

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

The amount of the impairment loss on assets carried at amortised cost is recognised immediately through the income statement and a corresponding reduction in the value of the financial asset is recognised through the use of an allowance account. A write off is made when all or part of a claim is deemed uncollectable or forgiven after all the possible collection procedures have been completed and the amount of loss has been determined. Write offs are charged against previously established provisions for impairment or directly to the income statement.

Any additional recoveries from borrowers, counterparties or other third parties made in future periods are offset against the write off charge in the income statement once they are received. Provisions are released at the point when it is deemed that following a subsequent event the risk of loss has reduced to the extent that a provision is no longer required, the asset expires, or when it transfers substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in the income statement.

p InventoriesInventories are stated at the lower of cost and net realisable value, with appropriate provisions for old and slow moving items. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.



GENERAL INFORMATION AND ACCOUNTING POLICIES

IFRS Reference Title and Affected

Standard(s)

Nature of change Application date Impact on initial Application

1 January 2016 The provision of the standard will

not have any impact on the

Company's financial statements

when it becomes effective in 2016

as the Company is not operating in

a rate regulated industry.

1 January 2018 The Board is currently reviewing

the impact the standard may have

on the preparation and

presentation of the financial

statements when the standard is

adopted. Consideration will be

given to the following: (i)At what

point in time the company

recognises revenue from each

contract whether at a single point

in time or over a period of time;

(ii) whether the contract needs to

be unbundled into two or more

components; (iii)how should

contracts which include variable

amounts of consideration be dealt

with; (iv)what adjustments are

required for the effects of the time

value of money; (v) what changes

will be required to the companys

internal controls and processes.

IFRS 14 Issued in

January 2014

Regulatory Deferral

Accounts

IFRS 14 applies to entities that conduct

rate-regulated activities i.e. activities

that are subject to rate regulation. The

rate regulation is a framework that

establishes prices for goods and/or

services that are subject to the

oversight/approval of a rate

regulator. The Standard permits an

entity in the rate regulated industry to

continue to account, with some limited

changes, for 'regulatory deferral

account balances' in accordance with

its previous GAAP, both on initial

adoption of IFRS and in subsequent

financial statements. Regulatory

deferral account balances, and

movements in them, are presented

separately in the statement of financial

position and statement of profit or loss

and other comprehensive income, and

specific disclosures are required.

IFRS 15 Issued in

May 2014

Revenue from

contracts with

customers

IFRS 15 contains comprehensive

guidance for accounting for revenue

and will replace existing requirements

which are currently set out in a number

of Standards and Interpretations. The

standard introduces significantly more

disclosures about revenue recognition

and it is possible that new and/or

modified internal processes will be

needed in order to obtain the necessary

information. The Standard requires

revenue recognised by an entity to

depict the transfer of promised goods

or services to customers in an amount

that reflects the consideration to which

the entity expects to be entitled in

exchange for those goods or services.

This core principle is delivered in a five-

step model framework: (i) Identify the

contract(s) with a customer (ii)Identify

the performance obligations in the

contract (iii)Determine the transaction

price (iv)Allocate the transaction price

to the performance obligations in the

contract (v)Recognise revenue when (or

as) the entity satisfies a performance

obligation.




iii) Available –for–sale investments Available-for-sale financial assets are non-derivative financial assets that are classified as available-for-sale or are not classified in any of the two preceeding categories and not as loans and receivables which may be sold by the Group in response to its need for liquidity or changes in interest rates, exchange rates or equity prices. They include investment in unquoted shares. These investments are initially recognised at cost. After initial recognition or measurement, available-for-sale financial assets are subsequently measured at fair value using 'net assets valuation basis'. Fair value gains and losses are reported as a separate components in other comprehensive income until the investment is derecognised or the investment is determined to be impaired.

On derecognition or impairment, the cumulative fair value gains and losses previously reported in equity are transferred to the statement of profit or loss and other comprehensive income.

iv) Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction cost. Financial assets classified as loans and receivables are subsequently measured at amortized cost using the effective interest method less any impairment losses. The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents.

v) Trade and other receivables Trade receivables are amounts due from customers for goods sold or services rendered in the ordinary

course of business. If collection is expected within one year or less (or in the normal operating cycle of the business if longer), they are classi?ed as current assets. If not, they are presented as non-current assets.

I Prepayments `repayments are payments made in advance relating to the following year and are recognised and carried at original amount less amounts utilised in the statement of profit and loss and other comprehensive income.

m Other Financial Assets Cash and Cash equivalents For the purposes of statement of cash flows, cash comprises cash in hand and deposits held at call with banks

and other financial institutions. Cash equivalents comprise highly liquid investments (including money market funds) that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value with original maturities of three months or less being used by the Group in the management of its short-term commitments. Cash and cash equivalents are carried at amortised cost in the statement of financial position.

n Impairment of financial assets The Group assesses at each statement of financial position date whether there is objective evidence that a

financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment charges are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Objective evidence that a financial asset or group of assets is impaired includes observable data that comes to the attention of the Group about the following loss events.

o Significant financial difficulty of Issuer or obligor A breach of contract, such as a default or delinquency in interest or principal payments; The Group granting

to the borrower, for economic or legal reasons relating to the borrower’s financial difficulty, a concession

4) Critical accounting estimates and judgementsThe Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience as other factors, including expectations of future events that are believed to be reasonable under the circumstatnces. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are:

i) Income and deferred taxation DN Meyer Plc annually incurs significant amounts of income taxes payable,

and also recognises significant changes to deferred tax assets and deferred tax liabilities, all of which are based on management’s interpretations of applicable laws and regulations. The quality of these estimates ishighly dependent upon management’s ability to properly apply at times a very complex sets of rules, to recognise changes in applicable rules and, in the case of deferred tax assets, management’s ability to project future earnings from activities that may apply loss carry forward positions against future income taxes.

ii) Impairment of property, plant and equipment The Group assesses assets or groups of assets for impairment annually or whenever events or changes in circumstances indicate that carrying amounts of those assets may not be recoverable. In assessing whether a write-down of the carrying amount of a potentially impaired asset is required, the asset’s carrying amount is compared to the recoverable amount. Frequently, the recoverable amount of an asset proves to be the Group’s estimated value in use.The estimated future cash flows applied are based on reasonable and supportable assumptions and represent management’s best estimates of the range of economic conditions that will exist over the remaining useful life of the cash flow generating assets.

iii) Legal proceedings The Group reviews outstanding legal cases following developments in the legal proceedings at each

reporting date, in order to assess the need for provisions and disclosures in its financial statements. Among the factors considered in making decisions on provisions are the nature of litigation, claim or assessment, the legal process and potential level of damages in the jurisdiction in which the litigation, claim or assessment has been brought, the progress of the case (including the progress after the date of the financial statements but before those statements are issued),the opinions or views of legal advisers, experience on similar cases and any decision of the Group's management as to how it will respond to the litigation, claim or assessment.

5) Consolidation

(i) Subsidiary The financial statements of the subsidiary are consolidated from the date the Company acquires control, up

to the date that such effective control ceases. For the purpose of these financial statements, subsidiaries are entities over which the company has control. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

De-facto control exists in situations where the company has the practical ability to direct the activities of the investee without holding the majority of the voting rights. In determining whether de-facto control exists the company considers all relevant facts and circumstances, including:

The size of The Company’s voting rights relative to both the size and dispersion of other parties who hold voting rights; Substantive potential voting rights held by The Company and by other parties and other contractual arrangements

The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Company. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquire and the equity instruments issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement.






estimated recoverable amount. The estimated useful lives for the current and comparative period are as follows: Computer software

5 years

Derecognition of intangible assetsAn intangible assets is derecognised on disposal, or when no future economic benefits are expected from its use or disposal. Gains or losses arising from derecognition of an intangible assets, measured are as the difference between the net disposal proceeds and the carrying amount of the assets, are recognised in profit or loss when the asset is derecognised.

j Impairment of non-financial assetsNon-financial assets other than inventories are reviewed at each reporting date for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which they have separately identifiable cash flows (Cash generating units)

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in the income statement, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in the income statements, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment is treated as a revaluation increase.

k Financial AssetsThe Group classi?es its ?nancial assets into the following categories: Financial assets at fair value through profit or loss (or held-for-trading), Held-to-maturity, Available-for-sale financial assets and loans and receivables. The classi?cation is determined by management at initial recognition and depends on the purpose for which the investments were acquired.

i) Financial assets at fair value through profit or loss (Held-for-trading) This category has two sub-categories: ?nancial assets held for trading, and those designated at fair value

through pro?t or loss at inception. Financial assets are designated at fair value through profit or loss or as Held-for-trading if the Group manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Company’s risk management or investment strategy. The investments are carried at fair value, with gains and losses arising from changes in their value recognised in the income statement in the period in which they arise. Such investments are the Group's investments in quoted equities.

ii) Held-to-maturity financial assets The Group classifies financial assets as Held-to-maturity financial assets when the Group has positive intent

and ability to hold the financial assets (i.e. investments) to maturity. Held-to-maturity financial assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost using effective interest method less any impairment losses. Any sale or reclassification of more than insignificant amount of held-to-maturity investments, not close to their maturity, would result in the reclassification of all held-to-maturity financial assets as available-for-sale, and prevent the Group from classifying investment securities as held-to maturity for the current and the following two financial years.

Interest on held-to-maturity financial assets are included in the income statement and are reported as 'net gain or loss' on investment securities.

Inter-company transactions, balances and unrealised gains on transactions between companies within the Group are eliminated on consolidation. Unrealised losses are also eliminated in the same manner as unrealised gains, but only to the extent that there is no evidence of impairment. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Investment in subsidiaries in the separate financial statements of the parent entity is measured at cost.

(ii) Changes in ownership interests in subsidiary without change of control The Group treats transactions with non-controlling interests as transactions with equity owners of the

Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposal to non-controlling interests are also recorded in equity.

(iii) Acquisition-related costs are expensed as incurred.If the business combination is achieved in stages, fair value of the acquirer's previously held equity interest in the acquire is re-measured to fair value at the acquisition date through profit or loss.

(iv) Disposal of subsidiariesOn loss of control, the Group derecognises the assets and liabilities of the subsidiary, any controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently, that retained interest is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

6) Summary of significant accounting policiesThe accounting policies set out below have been applied consistently to all years presented in these financial statements.

a Going concern The directors assess the Company and its subsidiary's future performance and financial position on a going

concern basis and have no reason to believe that the Company will not be a going concern in the year ahead. For this reason, these financial statements have been prepared on the basis of accounting policies applicable to a going concern.

b Foreign currency Foreign currency transactions

In preparing the financial statements of the Group, transactions in currencies other than the entity's presentation currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of profit or loss.

Non -monetary items that are measured in terms of cost in a foreign currency are translated using the exchange rate at the end of the period.

c Revenue recognitionRevenue represents the fair value of the consideration received or receivable for sales of goods and services, in the ordinary course of the Group’s activities and is stated net of value-added tax (VAT), rebates and discounts.

(i) Sale of goods Revenue is recognised when persuasive evidence exists, usually in the form of an executed sales agreement,

that the significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognised as a reduction of revenue as the sales are recognised





34 35 2015 ANNUAL REPORT & ACCOUNTS 2015 ANNUAL REPORT & ACCOUNTS

h Property, plant and equipmentItems of property, plant and equipment are measured at cost and less accumulated depreciation and impairment losses. The cost of property plant and equipment includes expenditures that are directly attributable to the acquisition of the asset. Property, plant and equipment under construction are disclosed as capital work-in-progress.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as a separate item of property, plant and equipment and are depreciated accordingly. Subsequent costs and additions are included in the asset’s carrying amount or are recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

All other repairs and maintenance costs are charged to the profit and loss component of the statement of comprehensive income during the financial period in which they are incurred.

DepreciationDepreciation is recognised so as to write off the cost of the assets less their residual values over their useful lives, using the straight-line method on the following bases:Major overhaul expenditure, including replacement spares and labour costs, is capitalised and amortised over the average expected life between major overhaul.

Building 36-76yearsFuniture and Fixtures 4 yearsMotor Vehicles 4 yearsPlant and Machinery 8 years Office Equipment 4 years

The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

DerecognitionAn item of property, plant and equipment is derecognised upon disposal or when no future economic benefit is expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the profit and loss component of the statement of comprehensive income within ‘Other income’ in the year that the asset is derecognised.

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

i Intangible Assets Computer software Computer software purchased from third parties. They are measured at cost less accumulated amortisation

and accumulated impairment losses. Purchased computer software is capitalised on the basis of costs incurred to acquire and bring into use the specific software. These costs are amortised on a straight line basis over the useful life of the asset.

Expenditure that enhances and extends the benefits of computer software beyond their original specifications and lives, is recognised as a capital improvement cost and is added to the original cost of the software. All other expenditure is expensed as incurred.

Amortisation is recognised in the income statement on a straight-line basis over the estimated useful life of the software, from the date that it is available for use. The residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. An Intangible asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its

(ii) Other incomeThis comprises profit from sale of financial assets, plant and equipment, foreign exchange gains, fair value gains of non financial assets measured at fair value through profit or loss and impairment loss no longer required written back.

Income arising from disposal of items of financial assets, plant and equipment and scraps is recognised at the time when proceeds from the disposal has been received by the Group. The profit on disposal is calculated as the difference between the net proceeds and the carrying amount of the assets. The Group recognised impairment no longer required as other income when the Group received cash on an impaired receivable or when the value of an impaired investment increased and the investment is realisable.

d Expenditure Expenditures are recognised as they accrue during the course of the year. Analysis of expenses recognised

in the statement of comprehensive income is presented in classification based on the function of the expenses as this provides information that is reliable and more relevant than their nature.

The Group classifies its expenses as follows:- Cost of sales;- Administration expenses;- Selling and distribution expenses; and- Other allowances and amortizations

Finance income and finance costsFinance income comprises interest income on short-term deposits with banks, dividend income, changes in the fair value of financial assets at fair value through profit or loss and foreign exchange gains.

Dividend income from investments is recognised in profit or loss when the shareholder's right to receive payment has been established (provided that it is probable that the economic benefits will flow to the entity and the amount of income can be measured reliably).

Interest income on short-term deposits is recognised by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and deferred consideration, losses on disposal of available for sale financial assets, impairment losses on financial assets (other than trade receivables).

e Borrowing costsBorrowing costs directly attributable to the construction of qualifying assets, which are assets that necessarily take a substantial period of time to prepare for their intended use, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use. All other borrowing costs are recognised as interest payable in the income statement in the period in which they are incurred.

f Income tax expensesIncome tax expense comprises current income tax, education tax and deferred tax.(See policy 't' on income taxes)

g Earnings per shareThe Group presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.





dn meyer plc2 proxy form the 44th annual general meeting o f dn meyer plc will be held at plot 34...

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