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Oilfield Workforce Group Ltd

9 Temasek Boulevard, Suntec Tower 2 Unit #08-01B Singapore 038989

Tel +65 6931 0923 Web www.oilfield-workforce.com

ASX:OFW

16 April 2013

Company Announcements Office ASX Limited Exchange Centre Level 4, 20 Bridge Street SYDNEY NSW 2000

ADDITIONAL INFORMATION – Annual Report to Shareholders

On 4 April 2013, Oilfield Workforce Group Limited (Company) released to the ASX the Annual Report to Shareholders.

The Company wishes to advise the following two points with regard to the Annual Report:

1. CORPORATE GOVERNANCE STATEMENT

The version of the Annual Report released 4 April 2013 omitted the Corporate Governance Statement.

The Annual Report attached to this release includes the Corporate Governance Statement in accordance with the ASX Listing Rules.

2. LIMITATIONS FOR THE ACQUISITION OF SHARES FOR A COMPANY INCORPORATED IN SINGAPORE

Outlined below is a summary of the limitations imposed on the acquisition of shares for a Company incorporated in Singapore. These points should be read in conjunction with the Annual Report attached to this notice.

• The Company is not subject to Chapters 6, 6A, 6B and 6C of the Australian Corporations Act 2001 (Cth) dealing with the acquisition of shares (including substantial holdings and takeovers).

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http://www.oilfield-workforce.com/�

• Takeovers. Acquisitions of shares in a Singapore public company are regulated under the Securities and Futures Act (Chapter 289) of Singapore and the Singapore Code on Takeovers and Mergers.

The threshold above which acquisitions by a person, together with parties acting in concert with it, will trigger a mandatory offer is 30%. This is higher than the 20% threshold which applies to Australian public companies. Subject to the exceptions noted below, a person (and in certain circumstances, persons acting in concert with it) will be required to make a general offer for all of the shares in a listed public company if:

Such person acquires shares which (taken together with shares held or acquired by persons acting in concert with it) carry 30% or more of the voting rights of the company; or

Where such person and persons acting in concert with it hold between 30% and 50% of the voting rights in such company and the person (or its concert party) acquires in any period of 6 months additional shares carrying more than 1% of the voting rights.

Where, as a result of the issue of new securities as consideration for an acquisition, a cash subscription or the fulfilment of obligations under an agreement to underwrite the issue of new securities, a person or its concert parties acquire shares which give rise to an obligation to make a general offer, the Securities Industry Council of Singapore may waive such obligation subject to the fulfilment of certain conditions, including the approval of a majority of the shareholders of the company by way of a poll at a general meeting to waive their rights to receive a general offer.

A person who (together with its concert parties) already holds more than 50% of the voting rights in a Singapore public company is not restricted from making further acquisitions above that level, and is not normally obliged to make a general offer as a result of making any such further acquisitions. However in the case of members of a group acting in concert, subject to certain considerations, the Securities Industry Council of Singapore may regard as giving rise to an obligation to make an offer any acquisition by a single member or sub-group of the group of voting rights sufficient to increase their holding to 30% or more or, if they already hold between 30% and 50%, by more than 1% in any six month period.

• Related party transactions. Under Singapore law, loans (including the provision of security or the entry into any guarantee) to directors of a public company or to directors of a related company are regulated, but otherwise the rules regarding related party transactions are not as restrictive as under Australian law. Issues of shares or other equity securities to Directors of the Company will be regulated under the Listing Rules to the same extent as a listed Australian company.

Please direct Shareholder queries to Fleur Guenther:

E: [email protected]

T: +61 2 9290 9600 For

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mailto:[email protected]�

OILFIELD WORKFORCE GROUP LIMITED(ARBN 160 966 585)

ANNUAL REPORT 2012

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CONTENTS

1 About Oilfield 01

2 Chairman’s Statement 02

3 Directors Details 03

5 Asx Additional Information 33

4 Financial Statements

Directors' report

Statement by directors

Independent auditor's report

Corporate governance statement

Statements of financial position

Consolidated statement of comprehensive income

Consolidated statement of cash flows

Notes to the financial statements

05

07

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09

13

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01

ABOUT OILFIELDOilfield (“ASX:OFW”) is a professional staffing and recruitment services company that specialises in the provision of skilled contractors to the oil and gas industry. As an integrated consulting solutions provider, our services includes recruitment and staffing, payroll benefits, insurance, work permit and visa assistance, travel and relocation.

Currently servicing the oil and gas industry in Australasia, our plan is to use of ASX listing as a Springboard to launch into fast growing new markets.

Oilfield Workforce Group Limited

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Annual Report 2012

02

CHAIRMAN’s STATEMENT

Dear Shareholder

On behalf of the Board, I have the pleasure of presenting the Annual Report of Oilfield Workforce Group Limited and its subsidiaries (‘Oilfield” or the “Group”) for the financial year ended 31 December 2012 (“FY2012”).

Record Revenue in a Milestone Year

This was a milestone year for our Group during which a year of business expansion was capped with our successful listing on the Australian Stock Exchange (ASX) in early 2013. The ASX is one of the world’s foremost exchanges and home to equities totalling with over US$1 trillion in value.

I am pleased to report that the underlying trend of both revenue and operating profitability was solid for our Group in FY2012. Revenue marked yet another year of consecutive growth, up a healthy 72% to a record US$ 17.7 million in FY2012. Gross profit also climbed 42% to US$3.4 million.

Our results for FY2012 included a number of costs related to our transformation into a listed public company that affected our results. Operating profit rose by 3% to US$1.7 million in FY2012, due to the impact of additional compliance and expansion costs incurred during the year. Our Group also took a one-off charge of approximately US$0.7 million in relation to direct IPO expenses during the year. As a result, our Group reported Net Profit after Tax of US$0.7 million in FY2012.

Laying the Foundations for Future Growth

The transformation of Oilfield from a private to public company is testament of our success to date. Our business is scalable and growing globally, and we are aggressively pursuing new opportunities for profitable expansion.

During the year, our Group made solid progress in executing the growth strategy and plans outlined in our Offer Document. I am pleased to update you on the progress of these plans.

Since our IPO in January, our Group has:1. Expanded our blue chip client list with the signing of a Master Service Agreement from General Electric Company (GE) for their global projects;2. Renewed MSA contract for Santos Sangu Gas Field Limited for another year;3. Renewed MSA contract with Pacific Drilling Services, Inc for another year;

4. Expanded our executive team through the recruitment of an experienced Financial Controller and well as a number of senior business development executives5. Advanced our international expansion plans, and are in the process of incorporating a company in Brazil.

As we move into 2013, our major priorities will continue to seek new business as well as strengthen our Board and executive team, with a view to getting the best mix of skills and experience, while keeping maintaining disciplined cost control.

Dividend

To reward shareholders for their support, the Board of Directors of Oilfield has recommended a final dividend of USD 0.43 cents per share, representing a pay-out of 40% of NPAT.

Outlook

Opportunities in the Oil and Gas industry for our Group are considerable. Oilfield is committed to enhancing long term shareholder returns through sound and consistent growth strategies. Our primary focus is on organic growth through new client wins, geographic expansion and securing a greater share of the business of our clients. In addition, we will also explore acquisitions in areas where we see good value and fit, for example synergistic expansion that build on our growth platform or strengthen our market position.

Competition for leadership in our industry is often intense as the rewards for executing successfully in this multi-billion dollar market are significant. Our future growth and profitability depend on our ability to successfully penetrate new markets, build sustainable competitive advantages and win new client accounts. Our growth in the current year will depend on how quickly and effectively we are able to execute as well as manage the costs of expansion.

Acknowledgement and Thanks

OOn behalf of the Board, we wish to thank our shareholders, clients and business partners for their support and our loyal staff for their team spirit, dedication and outstanding contribution in what has been a milestone year.

With all your support, I am optimistic that we are on the right track for future growth.

Clarence Choo Chairman & CEO

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DIRECTORS DETAILSGim Ann (Clarence) ChooExecutive Chairman and CEO• Mr Choo was appointed Chairman and CEO of the Group on 3 January 2011.• Mr Choo has 17 years of experience in the labour hire industry, having worked as the Executive Managing Director of OWI Group, and General Manager of Technilink (S) Pte Ltd (a provider of personnel for the oil and gas, petrochemical, power generation and marine construction industries).• Mr Choo has responsibility for the Group’s overall growth and strategy as well as worldwide marketing and sales.

Hsuan Liang (Frank) LohExecutive Director and Director of Corporate Affairs• Mr Loh was a director of Oilfield between 2008 and 2010 and rejoined the Group as Corporate Affairs Director in April 2012.• Mr Loh is responsible for corporate affairs of the Group such as management and financial reporting, risk management as well as business development.• Mr Loh has seven years of experience in general management and human resource development.• Mr Loh holds a Bachelor of Economics degree from the University of Western Australia.

Vincent TanIndependent Director• Mr Tan has over a decade of Business Development experience in the engineering and information technology industry in Asia • Regional experience and worked for a number of international and regional companies.• Bachelor Degree (Honors) in Engineering (Electrical) from National University of Singapore (NUS).

Kok Wei (Kevin) ChanIndependent Director• Mr Chan joined the Board in October 2012 and has more than 12 years of banking and finance experience.• Mr Chan is the Director of Corporate Development of Zingmobile Group Limited, a company listed on ASX. • Mr Chan holds a MBA (Finance) from Charles Stuart University Australia and a Bachelor of Economics degree from The Australian National University.

Criteria for an "independent" director

Where this Charter or the charter of a Board Committee requires one or more "independent" directors, the following criteria are to be considered by the Board to determine if the relevant person is independent.

An "independent" director is a non-executive director who is not a member of management and who is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement. When determining the independent status of a director, the Board will consider whether the director:

(a) is a substantial shareholder of the Company (that is, holds 5% or more of the issued voting shares of the Company) or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;(b) is employed, or has previously been employed, in an executive capacity by the Company, and there has not been a period of at least three years between ceasing such employment and serving on the Board;(c) has within the last three years been a principal of a material professional adviser or a material consultant to the Company, or an employee materially associated with the service provided;(d) is a material supplier or customer of the Company, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or(e) has a material contractual relationship with the Company other than as a director of the Company.

Family ties and cross-directorships may be relevant in considering interests and relationships which may compromise independence and should be disclosed by directors to the Board.

DIRECTORS MEETINGSDuring the Year [number] of meetings of Directors (including Board sub-committees were held).

Attendance by each Director during the year was as follows.

Held

3

3

3

3

3

3Chan Kok Wei

Frank Loh Hsuan Liang

Choo Gim Ann

Attend Held

3

3

3

3

3

3

Attend Held

3

3

3

3

3

3

Attend Held

1

1

1

1

1

1

Attend

Board of DirectorsDirectors

Nomination &Remuneration Committe Audit Commitee Risk Management

Committee

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Financial statementsOilfield Workforce Group Limitedand its subsidiaries31 December 2012

(Prepared under International Financial Reporting Standards)

Company information

Company registration number

Registered office

Directors

Audit Committee

Remuneration Committee

Nomination Committee

Secretary

Bankers

Auditor

201134138G

9 Temasek Boulevard Tower 2#08-01B Singapore 038989

Choo Gim Ann (Executive chairman)Loh Hsuan Liang (Executive director) [appointed on 2 April 2012]Chan Kok Wei (Independent director) [appointed on 23 October 2012]Tan Kiang Yong (Independent director) [appointed on 26 February 2013]

Chan Kok Wei (Chairman)Choo Gim AnnLoh Hsuan Liang



Lum Kit Cheng (appointed on 15 March 2012)

The Hongkong and Shanghai Banking Corporation LimitedDBS Bank LtdCIMB Bank Berhad

Foo Kon Tan Grant Thornton LLPPublic Accountants andCertified Public Accountants47 Hill Street #05-01Singapore Chinese Chamber of Commerce & Industry BuildingSingapore 179365

Partner-in-charge: Mr Yeo Boon Chye(Year of appointment: Financial year ended 31 December 2012)

Annual Report 2012

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DIRECTORS’ REPORTfor the financial year ended 31 December 2012

The directors submit this annual report to the members together with the audited consolidated financial statements of the Group for the financial year ended 31 December 2012 and the statement of financial position of the Company as at 31 December 2012.

Names of directorsThe directors of the Company in office at the date of this report are:

Choo Gim Ann (Executive chairman)Loh Hsuan Liang (Executive director) [appointed on 2 April 2012]Chan Kok Wei (Independent director) [appointed on 23 October 2012]Tan Kiang Yong (Independent director) [appointed on 26 February 2013]

Arrangements to enable directors to acquire shares or debenturesDuring and at the end of the financial year, neither the Company nor its subsidiaries was a party to any arrangement, the object of which was to enable the directors to acquire benefits through the acquisition of shares in or debentures of the Company or of any other corporate body.

Directors’ interest in shares or debenturesAccording to the Register of Directors' Shareholdings kept by the Company under Section 164 of the Companies Act, Cap. 50, none of the directors who held office at the end of the financial year was interested in shares or debentures of the Company or its related corporations except as follows:

Mr Choo Gim Ann, by virtue of the provisions of Section 7 of the Companies Act, Cap. 50, is deemed to be interested in the whole of the issued share capital of the wholly-owned subsidiaries of the Company.

Holdings registered in the nameof director or nominee

Holdings in which director isdeemed to have an interest

Name of director

The Company -


Choo Gim AnnLoh Hsuan LiangChan Kok Wei

The immediate holding company -

Oilfield Workforce International LimitedChoo Gim Ann Loh Hsuan Liang Chan Kok Wei

As at1.1.2012

1,000,000--

---

As at31.12.2012

1,000,000--

---

As at1.1.2012

---

---

As at31.12.2012

38,750,000--

38,750,000--

Number of ordinary shares

05

Oilfield Workforce Group Limited and its subsidiariesDirectors’ report for the financial year ended 31 December 2012

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Annual Report 2012

Directors’ benefitsSince the end of the previous financial year, no director has received or has become entitled to receive a benefit under a contract which is required to be disclosed under Section 201(8) of the Companies Act, Cap. 50 except for salaries, bonuses and fees and those benefits that are disclosed in this report and in Note 18 to the financial statements.

Share optionsNo options were granted during the financial year to take up unissued shares of the Company.

No shares were issued during the financial year to which this report relates by virtue of the exercise of options to take up unissued shares of the Company or any subsidiaries.

There were no unissued shares of the Company or any subsidiaries under option at the end of the financial year.

Audit CommitteeThe Audit Committee at the end of the reporting date comprises the following members:


The Audit Committee performs the functions in accordance with the Audit and Risk Management Committee Charter. The main responsibilities of the Audit Committee are to:(i) review, assess and approve the annual full and concise reports, the half-year financial report and all other financial information published by the company or released to the market;(ii) assist the board in reviewing the effectiveness of the organisation’s internal control environment covering: - effectiveness and efficiency of operations; - reliability of financial reporting; and - compliance with applicable laws and regulations(iii) determine the scope of the internal audit function and ensure that its resources are adequate and used effectively, and assess its performance, including independence;(iv) ratify the appointment and/or removal and contribute to the performance assessment of the internal auditor;(v) oversee the effective operation of the risk management framework;(vi) recommend to the board the appointment, removal and remuneration of the external auditors, and review the terms of their engagement, the scope and quality of the audit and assess performance;(vii) consider the independence and competence of the external auditor on an ongoing basis;

Audit Committee (cont’d)(viii) review and approve the level of non-audit services provided by the external auditors and ensure it does not adversely impact on auditor independence;(ix) review and monitor related party transactions and assess their propriety; and(x) report to the board on matters relevant to the committee’s role and responsibilities.

In fulfilling its responsibilities, the audit committee:(i) receives regular reports from management and the internal and the external auditors;(ii) meets with the internal and external auditors at least once a year, or more frequently if necessary;(iii) reviews the processes the CEO and CFO have in place to support their certifications to the board;(iv) reviews any significant disagreements between the auditors and management, irrespective of whether they have been resolved;(v) meets separately with the external auditors and the internal auditor at least once a year without the presence of management; and(vi) provides the internal and external auditors with a clear line of direct communication at any time to either the Chair of the Audit Committee or the Chair of the Board.

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The audit committee has authority, within the scope of its responsibilities, to seek any information it requires from any employee or external party.

The Audit Committee has full access to management and is given the resources required for it to discharge its functions. It has full authority and the discretion to invite any director or executive officer to attend its meetings. The Audit Committee also recommends the appointment of the external auditor and reviews the level of audit and non-audit fees.

The Audit Committee is satisfied with the independence and objectivity of the external auditor and has recommended to The Board of Directors that the auditor, Foo Kon Tan Grant Thornton LLP, be nominated for re-appointment as auditor at the forthcoming Annual General Meeting of the Company.

Independent auditorsThe auditors, Foo Kon Tan Grant Thornton LLP, Certified Public Accountants, have expressed their willingness to accept re-appointment.

On behalf of the Directors

……………………………………CHOO GIM ANN

……………………………………CHAN KOK WEIDated: 14 March 2013

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STATEMENT BY DIRECTORSfor the financial year ended 31 December 2012

In the opinion of the directors, the accompanying statements of financial position, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows, together with the notes thereon, are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2012 and of the results of the business, changes in equity and cash flows of the Group for the financial year ended on that date; and at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

On behalf of the Directors

……………………………………CHOO GIM ANN

……………………………………CHAN KOK WEIDated: 14 March 2013

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Oilfield Workforce Group Limited and its subsidiaries

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Report on the financial statementsWe have audited the accompanying financial statements of Oilfield Workforce Group Limited (“the Company”) and its subsidiaries (“the Group”) which comprise the statements of financial position of the Group and the Company as at 31 December 2012, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the financial year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the financial statementsManagement is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act (the “Act”) and the International Financial Reporting Standards (“IFRS”), and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss account and balance sheets and to maintain accountability of assets.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s 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 auditor considers internal control relevant to the entity’s preparation of the financial statements that give a true and fair view 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 management, as well as evaluating the overall presentation of the financial statements.

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

OpinionIn our opinion, the consolidated financial statements of the Group and the statement of financial position of the Company are properly drawn up in accordance with the provisions of the Act and International Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2012, and the results, changes in equity and cash flows of the Group for the financial year ended on that date.

Report on other legal and regulatory requirementsIn our opinion, the accounting and other records required by the Act to be kept by the Company and by a subsidiary incorporated in Singapore of which we are the auditor, have been properly kept in accordance with the provisions of the Act.

Foo Kon Tan Grant Thornton LLPPublic Accountants andCertified Public Accountants

Singapore, 14 March 2013

INDEPENDENT AUDITOR’S REPORTto the members of Oilfield Workforce Group Limited

INDEPENDENT AUDITOR’S REPORTto the members of Oilfield Workforce Group Limited (cont’s)

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Annual Report 2012

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CORPORATE GOVERNANCE STATEMENTThe Board of Directors of Oilfield Workforce Group Limited is responsible for the corporate governance of the Company. The Board has considered and adopted the ASX Corporate Governance Principles and Recommen-dations (“ASX Governance Principles”) and reports on compliance with these Principles.

This Corporate Governance Statement is based on the policies and practices in place and endorsed by the Board. The Board’s objective is to ensure investor confidence in the Company and its operations given its size, stage of development and complexity.

The Board advises that it complies with the ASX Corporate Governance Principles set out below on the “if not – why not” basis.

Principle 1 Lay solid foundations for management and oversight

Recommendation 1.1Companies should establish the function reserved to the board and those delegated to senior executive and disclose those functions.The Board’s responsibilities are set out in the Company’s Board Charter. A copy of the Charter is available on the Company’s website(http://www.oilfield-workforce.com/investors.php). Delegation to senior executives is set out in Board policies and in operating policies and procedures.

Recommendation 1.2Companies should disclose the process for evaluating the performance of senior executives.The Company has adopted an annual performance evaluation process based on feedback and review.In addition, it is part of the Charter of the Remuneration and Nomination Committee to review and report to the Board on the performance of senior executives.

Recommendation 1.3Companies should provide information indicated in the Guide to Reporting on Principle 1.The Board confirms that the information required in this section of the Corporate Governance Principles and Guidelines is provided. In addition to compliance with Recommendation 1.1 and 1.2, the Company has conducted a performance evaluation for senior executives during the reporting period in accordance with the processdisclosed. Additionally, the Board Charter is available on the Company’s website (http://www.oilfield-‐workforce.com/investors.php).

Principle 2 Structure the Board to add value

Recommendation 2.1The majority of the board should be independent directors.At the date of this report, the Board consists of two independent directors (Kevin Chan and Kiang Yong Tan) and two nonindependent directors (Clarence Choo and Frank Loh).

Oilfield does not have a majority of independent Directors on its Board. The Board acknowledges the ASX Corporate Governance Council’s recommendation that a majority of the Board should be independent non-executive Directors. Given the Company’s current size and circum-stances, the Board believes a relatively small Board of directors is reasonable and appropriate. Given this relatively small Board, Oilfield does not have a sufficient number of independent and nonexecutiveDirectors to achieve the recommended composition at this time

Recommendation 2.2The Chair should be an independent director.The Chairman of the Board, Clarence Choo is not an independent director. However, the Board believes that Clarence Choo is the most appropriate person to act as Chairman given his extensive knowledge of Oilfield’s overall operations and important business relationships.

Recommendation 2.3The roles of the Chair and Chief Executive Officer should not be exercised by the same individual.Clarence Choo is Chair and Chief Executive Officer. Given Mr Choo’s expertise and relationships, and the reasons outlined above, the Board believes that Mr Choo is the best qualified person for both the roles of Chairman and CEO. The Board acknowledges the ASX Corporate Governance Council’s recommendation and in conjunction with the Remuneration and Nomination Committee will continue to evaluate the appropriateness of Mr Choo holding both roles.

Recommendation 2.4The board should establish a nomination committee.The Company complies with this recommendation, and has combined the Nomination Committee with the Remuneration Committee.

Recommendation 2.5Companies should disclose the process for evaluating the performance of the board, its committees and individual directors.The Company has adopted a performance evaluation process for the Board and its Committees based on feedback and review. This is considered appropriate for the size and composition of the Board.

Recommendation 2.6Companies should provide the information indicated in the Guide to Reporting on Principle 2.The Board confirms that the information required in this section of the Corporate Governance Principles and Guidelines is provided. More detailed information in relation to Principle 2 is available on the Company’s website (http://www.oilfield-workforce.com/investors.php).

Principle 3 Promote ethical and responsible decision-making

Recommendation 3.1Companies should establish a code of conduct.The Board has adopted a corporate Code of Conduct which also incorporates policies relating to the conduct of directors and senior executives.

Recommendation 3.2Companies should establish a policy concerning diversity, The policy should include requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and progress in achieving them.Oilfield Workforce Group Ltd is committed to establishing and maintaining Employee and Board Diversity, which recognises the strategic and personal advantages that arise from a workplace where decisions are based on merit and all employees are treated equally. A Diversity Policy has been adopted by the Board and a copy of the Policy is available on the Company’s website (http://www.oilfield-workforce.com/investors.php). Given the Group’s international operations, a natural diversity practice is in place, and the Company’s payroll during the financial year included citizens of 8 different countries.


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Recommendation 3.3Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them.To ensure the Company's commitment to promoting Diversity is ongoing, the Measure Objectives will be derived from, but not limited to, the following assessment strategies:(a) Assessing the prevalence of female Employees in the organisation against the prevalence of females in senior management and Board positions.(b) Assessing the prevalence of ethnically and culturally diverse Employees in the organisation against the prevalence of ethnically and culturally diverse employees in senior management and Board positions.(c) Assessing the Company's human resource policies and objectives against this Policy.(d) Assessing the Company's education and communication policies, promotion and materials against this Policy.(e) Assessing the Company's performance objectives against the flexibility needs of a varied range Employees.(f) The Company’s current target is for women to fill 25% of roles at all levels. During the year, the Company appointed its second female member to its three members of senior management team. The Board is all male at this time, and the Nomination Committee will continue to search for and evaluate suitable female candidates. Detailed information on the progress in achieving this is set out below in accordance with Recommendation 3.4.

Recommendation 3.4Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.

Recommendation 3.5Companies should disclose the information indicated in the Guide to reporting on Principle 3.The Board confirms that the information required in this section of the Corporate Governance Principles and Guidelines is provided. More detailed information in relation to Principle 3 is available on the Company’s website(http://www.oilfield-‐workforce.com/investors.php).

Recommendation 2.5Companies should disclose the process for evaluating the performance of the board, its committees and individual directors.The Company has adopted a performance evaluation process for the Board and its Committees based on feedback and review. This is consid-ered appropriate for the size and composition of the Board.

Recommendation 2.6Companies should provide the information indicated in the Guide to Reporting on Principle 2.The Board confirms that the information required in this section of the Corporate Governance Principles and Guidelines is provided. More detailed information in relation to Principle 2 is available on the Company’s website (http://www.oilfield-workforce.com/investors.php).

Male (%)

100%

33%

67%

64%

-

67%

33%

36%

Non-senior management

Total Company wide

Senior management

Board of Directors

Female (%)

2012

Annual Report 2012

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Principle 4 Safeguard integrity in financialreporting

Recommendation 4.1The Board should establish an audit committee.The Board has appointed an Audit and Risk Management Committee.

Recommendation 4.2The audit committee should be structured so that it:• consists only of non-executive directors• consists of a majority of independent directors• is chaired by an independent chair, who is not chair of the board• has at least three members

Oilfield’s audit committee does not have a majority of independent Directors. The Board acknowledges the ASX Corporate Governance Council’s recommendations though in light of the current size of the Board, Oilfield does not have a sufficient number of independent and non-executive Directors to achieve the recommended composition. However, the Committee is chaired by an independent director and has three members.

During the reporting period, the Audit and Risk Management commit-tee consisted of Kevin Chan (as the independent director), Clarence Choo (Chairman of the Board and CEO), and Frank Loh. The Committee is chaired by Kevin Chan.

Kevin Chan has a Bachelor of Economics and an MCB (Finance) from Australian university.Clarence Choo and Frank Loh have an understanding of the industry in which the Company operates.

Further details of the Audit and Risk Management committee are contained within the Director’s Report.

Recommendation 4.3The audit committee should have a formal charter.The Board has adopted a formal Audit and Risk Management Commit-tee Charter. A copy of the Charter is available on the Company’s website (http://www.oilfield-workforce.com/investors.php).

Recommendation 4.4Companies should provide the information indicated in the Guide to reporting on Principle 4.The Board confirms that the information required in this section of the Corporate Governance Principles and Guidelines is provided.

Principle 5 Make timely and balanced disclosure

Recommendation 5.1Companies should establish written policies designed to ensure compliance with ASX listing Rule disclosure requirements and to ensure accountability at a senior executive level for that company.A Continuous Disclosure and External Communication Policy has been adopted by the Board. A copy of the Policy is available on the Company’s website (http://www.oilfield-workforce.com/investors.php).

Recommendation 5.2Companies should provide the information indicated in the Guide to Reporting on Principle 5.The Board confirms that the information required in this section of the Corporate Governance Principles and Guidelines is provided.

Principle 6 Respect the rights of shareholders

Recommendation 6.1Companies should design a communications policy for promoting effective communication with shareholders.The Board has adopted a continuous Disclosure and External Communi-cations Policy. A copy of the Policy is available on the Company’s website (http://www.oilfield-workforce.com/investors.php).

Recommendation 6.2Companies should provide the information indicated in the Guide to reporting on Principle 6.The Board has adopted a continuous Disclosure and External Communi-cations Policy. A copy of the Policy is available on the Company’s website (http://www.oilfield-workforce.com/investors.php).

Principle 7 Recognise and manage risk Recommendation 7.1Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.The Board has established an Audit and Risk Management Committee which has a formal Charter. A copy of the Charter is available on the Company’s website (http://www.oilfield-workforce.com/investors.php).Further details of the Audit and Risk Management committee are contained within the Director’s Report.

Recommendation 7.2The Board should require Management to design and implement the risk management and internal control system and report to it on whether those risks are being managed effectively.The Audit and Risk Management Committee Charter adopted by the Board, amongst other things, requires management to initiate internal audits and report finding of their reviews to the Board regularly.

Recommendation 7.3The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corpora-tions Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.Since the Company is incorporated in Singapore the declaration in section 295A of the Corporations Act is not required.

Recommendation 7.4Companies should provide the information indicated in the Guide to Reporting on Principle 7.The Board confirms that the information required in this section of the Corporate Governance Principles and Guidelines is provided.

Principle 8 Remunerate fairly and responsibly

Recommendation 8.1The Board should establish a Remuneration Committee.The Board has appointed a Remuneration and Nomination Committee. A copy of the Charter is available on the Company’s website(http://www.oilfield-workforce.com/investors.php).The Company was not included in the S&P/ASX 300 Index at the beginning of the financial year and therefore is not required to meet the requirements of Listing Rule 12.8 to have a Remuneration Commit-tee. However, the Board is committed to ensuring that appropriate remuneration practices are established and followed within the Company, and that they are aligned with its Corporate Strategy.


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Recommendation 8.2The remuneration committee should be structured so that it:• consists of a majority of independent directors• is chaired by an independent chair• has at least three membersOilfield’s audit committee does not have a majority of independent Directors. The Board acknowledges the ASX Corporate Governance Council’s recommendations though in light of the current size of the Board, Oilfield does not have a sufficient number of independent Directors to achieve the recommended composition at this time. However, the Committee is chaired by its independent director and has three members.The formal Charter of this Committee specifies that executive directorsmust not be present at or participate in decisions relating to their own remuneration.

Recommendation 8.3Companies should clearly distinguish the structure of non-executive Directors remuneration from that of executive Directors and Senior Management.The Remuneration and Nomination Committee Charter sets out different obligations on the Remuneration and Nomination Committee with respect to considering the remuneration for executive and non-executive directors of the Company.Non-executive directors receive a fixed fee only, while Executive Directors may be eligible for performance bonuses.

Recommendation 8.4Companies should provide the information indicated in the Guide to Reporting on Principle 8.The Board confirms that the information required in this section of the Corporate Governance Principles and Guidelines is provided. More detailed information in relation to Principle 8 is available on the Company’s website (http://www.oilfield-‐workforce.com/investors.php).

Annual Report 2012

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The annexed notes form an integral part of and should be read in conjunction with these financial statements.

STATEMENTS OF FINANCIAL POSITIONas at 31 December 2012

AssetsNon-current

Investment in a subsidiaryProperty, plant and equipment

Current

Trade and other receivables

Fixed deposits

Cash and cash equivalents

Total assets

EquityCapital and reservesShare capitalExchange translation reserve(Accumulated losses)/ retained profitsMerger reserveTotal equity

LiabilitiesNon-currentObligations under finance lease Deferred tax liabilities

CurrentTrade and other payablesObligations under finance leaseBank borrowingsCurrent tax payable

Total equity and liabilities

1,785,941-

9,631

-

779,708

1,795,649

1,786,018-

(55,764)-

1,730,254

---

65,396---

65,3951,795,649

-435,245435,245

3,851,427

-

878,7274,730,1545,165,399

1,786,018(1,085)

14,635-

1,799,568

180,7698,529

189,298

2,608,57364,581

-503,379

3,176,5335,165,399

56

7

8

9

1011(a)

11(b)

1213

141215

---

-

-

77

7777

77-

(1,178)-

(1,101)

---

1,178---

1,17877

-213,375213,375

2,340,534

-

950,650

3,291,1843,504,559

1,786,018(5,383)

(69,751)168,494

1,879,378

66,6131,006

67,619

1,232,48040,082

-285,000

1,557,5623,504,559

Note

The Company The Group31 December 2012

US$31 December 2011

US$31 December 2012

US$31 December 2011

US$

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEfor the financial year ended 31 December 2012

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYfor the financial year ended 31 December 2012


The GroupYear ended

31 December 2012US$

17,713,312(14,360,620)

3,352,69238,858

(1,648,805)(33,858)

1,708,887(312,259)1,396,628(660,736)

735,8924,298

740,190

Year ended31 December 2011

US$

10,288,452(7,938,709)

2,349,74349,110

(719,260)(21,320)

1,658,273-

1,658,273(251,467)1,406,806

4,3931,411,199

Note

416

1718(a)18(b)

18(c)

1920

21

RevenueCost of salesGross profit Other operating incomeAdministrative expensesFinance costsProfit from operationsIPO expensesProfit before taxationTaxationProfit after taxation Other comprehensive income, net of tax Total comprehensive income for the year

Retained Profits/(accumulated

losses)US$

(1,476,557)1,406,806

-1406,806(69,751)735,892

-735,892168,494

(820,000)(651,506)

14,635

At 1 January 2011Profit after taxationOther comprehensive income, net of taxTotal comprehensive income for the yearBalance at 31 December 2011Profit after taxationOther comprehensive income, net of taxTotal comprehensive income for the yearTransfer of merger reserve to accumulated lossesDeemed liability owing to the thenshareholder of Oilfield Workforce InternationalLimited during the restructuring exercise

Balance at 31 December 2012

Share capitalUS$

1,786,018---

1,786,018----

--

1,786,018

Exchangetranslation

reserveUS$

(9,776)-

4,3934,393

(5,383)-

4,2984,298

-

--

(1,085)

Mergerreserve

US$

168,494---

168,494---

(168,494)

-(168,494)

-

TotalUS$

468,1791,406,806

4,3931,411,1991,879,378

735,8924,298

740,190-

(820,000)(820,000

1,799,568

Note

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CONSOLIDATED STATEMENT OF CASH FLOWSfor the financial year ended 31 December 2012

Cash Flows from Operating ActivitiesProfit before taxationAdjustments for:Depreciation of property, plant and equipment Gain on disposal of property, plant and equipmentProperty, plant and equipment written offInterest incomeInterest expenseOperating profit before working capital changes Increase in trade and other receivables Increase in trade and other payables Cash generated from operating activities Interest paid Income tax paid Net cash generated from operating activities

Cash Flows from Investing ActivitiesAcquisition of property, plant and equipment (Note A)Interest receivedProceeds from disposal of property, plant and equipmentNet cash generated from/(used in) investing activities

Cash Flows from Financing ActivitiesRepayment of obligations under finance leaseDeemed payment of dividend to the then shareholder during the restructuring exerciseAmount owing to directors, netAmount owing to a directorAmount owing by a third party, netRepayment to a related partyDecrease in fixed deposit pledgedNet cash used in financing activities

Net (decrease)/increase in cash and cash equivalentsCash and cash equivalents at beginning of year Cash and cash equivalents at end of year (Note 9)


US$

1,396,628

75,788(1,556)

2,383(621)

33,8581,506,480

(1,517,391)489,188478,277(33,858)

(435,429)8,990

(91,155)621

196,418105,884

(247,476)(200,000)(155,257)

620,00025,997

(230,061)-

(186,797)

(71,923)950,650878,727


US$

1,658,273

49,744(6,140)

-(690)

21,3201,722,507(447,236)

140,0001,415,271

(7,824)-

1,407,447

(99,174)690

81,434(17,050)

--

(172,161)-

59,025(639,126)

35,000(717,262)

(673,135)227,515950,650

A. Property, plant and equipmentDuring the financial year ended 31 December 2012, the Group acquired property, plant and equipment with an aggregate cost of US$477,287 (2011 - US$233,790) of which US$386,132 (2011 - US$134,616) was acquired by means of finance leases. Cash payments of US$91,155 (2011 - US$99,174) were made to purchase property, plant and equipment.

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1 General informationThe financial statements the Company and the Group for the financial year ended 31 December 2012 were authorised for issue in accordance with a resolution of the directors on the date of the Statement by Directors.

The registered office is located at 9 Temasek Boulevard Tower 2, #08-01B, Singapore 038989.

The Company was incorporated and domiciled in Singapore on 25 November 2011 under the name of Oilfield Workforce Group Pte. Ltd. as a private limited company. On 8 November 2012, the Company converted from a private limited company into a public limited company and assumed the present name Oilfield Workforce Group Limited. On 25 January 2013, the Company was admitted to the Official Listing of ASX Limited and commenced trading on 29 January 2013.

The principal activity of the Company is that of investment holding company. The principal activities of its subsidiaries are stated in Note 5 to the financial statements.

2 Restructuring exerciseThe Group was formed as a result of a restructuring exercise (“Restructuring Exercise”) undertaken with the intention of the Company’s listing on the ASX. The Restructuring Exercise involved thefollowing: 2(a) Incorporation of the Company The Company was incorporated in Singapore on 25 November 2011 as an investment holding company of the Group with an initial paid-up capital of S$100 comprising 1,000,000 ordinary shares issued and allotted to Choo Gim Ann. 2(b) Acquisition of Oilfield Workforce International Limited Pursuant to a share swap agreement dated 29 October 2012 (“Share Swap Agreement”) entered into between the Company (as the purchaser) and Oilfield Workforce International Limited (BVI) (“Oilfield BVI”), the Company acquired the entire issued and fully paid-up share capital of Oilfield Workforce International Limited (“Oilfield HK”) for an aggregate purchase consideration of approximately US$1,785,941. The aggregate purchase consideration was satisfied by the allotment and issue of 55,000,000 ordinary shares credited as fully paid, by the Company to Oilfield BVI.

3 Basis of preparation(“IFRS”) including related Interpretations to International Financial Reporting Interpretations Committee (“IFRIC”), as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below.

The financial statements is presented in United States dollar (“US$”) which is the Company’s functional currency. All financial information is presented in US$, unless otherwise stated.

Significant accounting estimates and judgementsThe preparation of the financial statements in conformity with IFRS requires the use of judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contin-gent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the financial year. Although these estimates are based on management’s best knowledge of current events and actions, actual results may differ from those estimates.

The critical accounting estimates and assumptions used and areas involving a high degree of judgement are described below:

Critical judgements made and assumptions used in applying accounting policies

Impairment in investment in a subsidiary (Note 5)Determining whether investment in a subsidiary is impaired requires an estimation of the value-in-use of that investment. The value-in-use calculation requires the Company to estimate the future cash flows expected from the cash-generating units and an appropriate discount rate in order to calculate the present value of the future cash flows. Management has evaluated the recoverability of the investment based on such estimates.

Depreciation of property, plant and equipment (Note 6)Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives. Management estimates the useful lives of property, plant and equipment to be within 3 to 5 years. The carrying amounts of the Group’s property, plant and equipment as at 31 December 2012 is US$435,245. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future deprecia-tion charges could be revised.

Critical assumptions used and accounting estimates in applying accounting policies

Allowance for bad and doubtful debts (Note 7)Allowances for bad and doubtful debts are based on an assessment of the recoverability of trade and other receivables. Allowances are applied to trade and other receivables where events or changes in circumstances indicate that the balances may not be collectible. The identification of bad and doubtful debts requires the use of judgement and estimates. Where the expected outcome is different from the original estimate, such difference will impact carrying value of trade and other receivables and doubtful debt expenses in the period in which such estimate has been changed.


NOTES TO THE FINANCIAL STATEMENTSfor the financial year ended 31 December 2012

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Oilfield Workforce Group Limited and its subsidiariesNotes to the financial statements for the financial year ended 31 December 2012

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3(a) Basis of preparation (cont’d)Critical assumptions used and accounting estimates in applying accounting policies (cont’d)

Income taxes (Note 20) The Group has exposure to income taxes in numerous jurisdictions. Significant judgement is required in determining the group-wide provision for income taxes. There are also certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. When the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

3(b) Interpretations and amendments to published standards effective in 2012

On 1 January 2012, the Group adopted the amended IFRS that are mandatory for application from that date. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective IFRS. This includes the following IFRS which are relevant to the Group:

Reference DescriptionAmendments to IAS 12 Deferred Tax - Recovery of Underlying AssetsAmendments to IFRS 1 Severe Hyperinflation and Removal of Fixed Dates for First-time AdoptersAmendments to IFRS 7 Disclosures - Transfers of Financial Assets

The adoption of these amended IFRS and IFRIC did not result in substantial changes to the Group’sand Company’s accounting policies and has no material effect on the amounts reported for the currentor prior financial years.

3(c) IFRS and IFRIC issued but not yet effective

3(d) Summary of significant accounting policiesSubsidiariesA subsidiary is an entity controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether there is control.

In the Company’s separate financial statements, shares in a subsidiary are stated at cost less allowance for any impairment losses on an individual subsidiary basis.

ConsolidationThe financial statements of the Group include the financial statements of the Company and its subsidiaries made up to the end of the financial year. Information on its subsidiaries is given in Note 5.

Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the financial and operating policies so as to obtain benefits from its activities, generally accompanied by a shareholding giving rise to a majority of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases.

3(d) Summary of significant accounting policies (cont’d)Consolidation (cont’d)In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Business combinationCommon control business combination outside the scope of IFRS 3 Business combinations occur where control over another business is obtained and the results in the consolidation of its assets and liabilities. The business combination during the period was a common control transaction, as the conditions in IFRS 3: Business Combinations apply, in that all businesses were controlled by the same party before and after the transaction, and the control was not considered transitory.

Therefore, this business combination is scoped out under IFRS 3, and therefore a suitable accounting policy needs to be determined in accordance with the hierarchy in IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors. This hierarchy looks for a policy that provides users of the financial statements with relevant and reliable information about the financial position and performance of the reporting entity. Therefore, an accounting choice is available for the accounting of this business combination.

At the date of authorisation of these financial statements, the following IFRS and IFRIC issued but not yet effective:

Amendments to IAS 1 Presentation of Items of Other Comprehensive Income 1.7.2012Amendments to IAS 19 Employee Benefits 1.1.2013Amendments to IAS 27 Separate Financial Statements 1.1.2013Amendments to IAS 28 Investments in Associates and Joint Ventures 1.1.2013Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities 1.1.2014Amendments to IFRS 7 Disclosures - Offsetting Financial Assets and Financial Liabilities 1.1.2013IFRS 9 Financial Instruments 1.1.2015IFRS 10 Consolidated Financial Statements 1.1.2013IFRS 11 Joint Arrangements 1.1.2013IFRS 12 Disclosure of Interests in Other Entities 1.1.2013IFRS 13 Fair Value Measurement 1.1.2013

The directors of the Company do not anticipate that the adoption of the above IFRS and IFRIC in future periods will have a material impact on the financial statements of the Group in the period of their initial adoption.

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The choice is to either apply the purchase method (applying a fair value approach to the acquisition value) or to apply the pooling of interest method where the combination is recorded at historical book values. Given the continuing control of the businesses, the Directors consider that it is appropriate to use the pooling of interest method to account for the transaction using the historical book values of the acquired assets and liabilities rather than reassessing these to more subjective and uncertain fair values. The comparative period has been restated, as if the transaction took place at the beginning of the earliest comparative period being the date of 1 January 2011. The profits attributable to the minority interest, if any, in the acquired entity, prior to the combination, have been eliminated.

Included in the measurement of consideration transferred is any asset or liability resulting from a contingent consideration arrangement. Any obligation incurred relating to contingent consideration is classified as either a financial liability or equity instrument, depending upon the nature of the arrangement. Rights to refunds of consideration previously paid are recognised as a receivable. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

Contingent consideration classified as an asset or a liability is remeasured each reporting period to fair value through the statement of compre-hensive income unless the change in value can be identified asexisting at acquisition date.

All transaction costs incurred in relation to the business combination are expensed to the statement of comprehensive income.

A single uniform set of accounting policies is adopted by the combined entity. Therefore, the combined entity recognised the assets, liabilities and equity of the combining entities or businesses at the carrying amounts in the consolidated financial statements of the controlling party or parties prior to the common control combination.

Business combination (cont’d)Common control business combination outside the scope of IFRS 3 (cont’d)

The carrying amounts are included as if such consolidated financial statements of the Group had been prepared by the controlling party, including adjustments required for conforming the combined entity’s accounting policies and applying those policies to all years presented. There is no recognition of any goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of the common control combination. The effects of all transactions between the combining entities or businesses, whether occurring before or after the combination, are eliminated in preparing the consolidated financial statements of the combined entity.

Where accounting policies of subsidiaries do not conform with those of the Group, adjustments are made on combination when the amounts involved are considered significant to the Group.

Property, plant and equipment and depreciation Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is computed utilising the straight-line method to write off the cost of these assets after deducting the residual value over their estimated useful lives as follows:

Computers 3 yearsFurniture and fittings 3 yearsOffice equipment 3 yearsRenovation 3 yearsMotor vehicles 5 years

Property, plant and equipment and depreciationappropriate at each reporting date. The useful live and depreciation method are reviewed at each financial year-end to ensure that the method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment.

The cost of property, plant and equipment includes expenditure that is directly attributable to the acquisition of the items. Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the asset. Cost may also include transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.

Subsequent expenditure relating to property, plant and equipment that have been recognised is added to the carrying amount of the asset when it is probable that future economic benefits, in excess of the standard of performance of the asset before the expenditure was made, will flow to the Group and the cost can be reliably measured. Other subsequent expenditure is recognised as an expense during the financial year in which it is incurred.

For acquisitions and disposals during the financial year, depreciation is provided from the month after acquisition and to the month of disposal respectively. Fully depreciated property, plant and equipment, if any, are retained in the books of accounts until they are no longer in use.

An item of plant and equipment is derecoginsed upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or loss in the financial period the asset is derecognised.

Financial assetsFinancial assets include cash and financial instruments. Financial assets, other than hedging instruments, can be divided into the following categories: financial assets at fair value through profit or loss, held-tomaturity investments, loans and receivables and available-for-sale financial assets. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the investments were acquired. The designation of financial assets is re-evaluated and classification may be changed at the reporting date with the exception that the designation of financial assets at fair value through profit or loss is not revocable.

All financial assets are recognised on their trade date - the date on which the Group and the Company commit to purchase or sell the asset. Financial assets are initially recognised at fair value, plus directly attributable transaction costs except for financial assets at fair value through profit or loss, which are recognised at fair value.

Derecognition of financial instruments occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at least at each reporting date whether or not there is objective evidence that a financial asset or a group of financial assets is impaired.

Non-compounding interest and other cash flows resulting from holding financial assets are recognised in the profit or loss when received, regardless of how the related carrying amount of financial assets is measured.

Other than loans and receivables, the Group does not have any investments and accordingly, there is no investment to be classified as financial assets at fair value through profit or loss, assets held-tomaturity or available-for-sale.

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Loans and receivablesLoans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivables. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as noncurrent assets, if any.

Loans and receivables are subsequently measured at amortised cost using the effective interest method less provision for impairment. If there is objective evidence that the asset has been impaired, the financial asset is measured at the present value of the estimated future cash flows discounted at the original effective interest rate. Impairment losses are reversed in subsequent periods when an increase in the asset’s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to a restriction that the carrying amount of the asset at the date of impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. The impairment or write back is recognised in the profit or loss.

Receivables are provided against when there is objective evidence that the Group will not be able to collect all amounts due to it in accordance with the original terms of the receivables. The amount of the write-down is determined as the difference between the assets’ carrying amount and the present value of estimated future cash flows.Loans and receivables include trade and other receivables, related company balances and deposits held in banks.

Impairment of non-financial assetsThe carrying amounts of the Group’s and the Company’s non-financial assets subject to impairment are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.

If it is not possible to estimate the recoverable amount of the individual asset, then the recoverable amount of the cash-generating unit to which the asset belongs will be identified.

For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.

All individual assets or cash-generating units are tested 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 or cash-generating unit’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell and value-in-use, based on an internal discounted cash flow evaluation.

An impairment loss is charged to the profit or loss unless it reverses a previous revaluation in which case it is charged to equity.

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount or when there is an indication that the impairment loss recognised for the asset no longer exists or decreases.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had been recognised.

A reversal of an impairment loss is recognised as income in the profit or loss.

Cash and cash equivalentsCash and cash equivalents include cash on hand and deposits with financial institutions which are readily convertible to cash and which are subject to an insignificant risk of changes in value.

Share capitalOrdinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.

DividendsFinal dividends proposed by the directors are not accounted for in shareholders’ equity as an appropriation of retained profit, until they have been approved by the shareholders in a general meeting. When these dividends have been approved by the shareholders and declared, they are recognised as a liability.

Interim dividends are simultaneously proposed and declared, because the articles of association of the Group grant the directors the author-ity to declare interim dividends. Consequently, interim dividends are recognised directly as a liability when they are proposed and declared.

Financial liabilitiesThe Group’s financial liabilities include trade and other payables, related company balances, obligations under finance lease and bank borrowings.

Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument. All interest-related charges are recognised as an expense in “finance cost” in the profit or loss. Financial liabilities are derecognised if the Group’s obligations specified in the contract expire or are discharged or cancelled.

Borrowings are recognised initially at the fair value of proceeds received less attributable transaction costs, if any. Borrowings are subsequently stated at amortised cost which is the initial fair value less any principal repayments. Any difference between the proceeds (net of transaction cost and the redemption value) is taken to the profit or loss over the period of the borrowings using the effective interest method. The interest expense is chargeable on the amortised cost over the period of the borrowings using the effective interest method.

Borrowings which are due to be settled within 12 months after the end of the reporting period are included in current borrowings in the statements of financial position even though the original terms was for a period longer than twelve months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the end of reporting period and before the financial statements are authorised for issue. Borrowings to be settled within the Group’s normal operating cycle are classified as current. Other borrowings due to be settled more than 12 months after the end of reporting period, if any, are included in non-current liabilities in the statements of financial position.

Gains and losses are recognised in the profit or loss when the liabilities are derecognised as well as through the amortisation process.

Finance lease liabilities are measured at initial value less the capital element of lease repayments (see policy on “Finance Leases”).

Trade and other payables are initially measured at fair value, and subsequently measured at amortised cost, using the effective interest method.

ProvisionsProvisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Present obligations arising from onerous contracts are recognised as provisions.

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The management reviews the provisions annually and where in their opinion, the provision is inadequate or excessive, due adjustment is made.

If the effect of the time value of money is material, if any, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision is due to the passage of time is recognised as finance costs.

Related partiesParties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities.

Employee benefitsPension obligationsThe Group contributes to the Central Provident Fund (“CPF”), a defined contribution plan regulated and managed by the Government of Singapore in respect of eligible employees. The Group’s contributions to CPF are charged to the profit or loss in the year to which the contributions relate.

Employee leave entitlementsEmployee entitlements to annual leave are recognised when they accrue to employees. Accrual is made for the unconsumed leave as a result of services rendered by employees up to the end of reporting period.

Key management personnelKey management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group. Directors are considered key management personnel.

Income taxesCurrent income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and affects neither accounting or taxable profit or loss at the time of the transaction.

A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.

Deferred income tax is measured:(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period; and (ii) based on the tax consequence that will follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amounts of its assets and liabilities.

Current and deferred income taxes are recognised as income or expense in the profit or loss, except to the extent that the tax arises from a transaction which is recognised directly in equity.

LeasesFinance leasesWhere assets are financed by lease agreements that give rights approxi-mating to ownership, the assets are capitalised as if they have been purchased outright at values equivalent to the lower of the fair values of the leased assets and the present value of the total minimum lease payments during the periods of the lease. The corresponding lease commitments are included under liabilities. The excess of the lease payments over the recorded lease obligations are treated as finance charges which are amortised over each lease term to give a constant effective rate of charge on the remaining balance of the obligation.

The leased assets are depreciated on a straight-line basis over their estimated useful lives as detailed in the accounting policy on “Property, plant and equipment and depreciation”.

Operating leasesRentals on operating leases are charged to the profit or loss on a straight-line basis over the lease term. Lease incentives, if any, are recognised as an integral part of the net consideration agreed for the use of the leased asset. Penalty payments on early termination, if any, are recognised in the profit or loss when incurred.

Revenue recognitionRevenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer. Revenue excludes goods and services taxes and is arrived at after deduction of trade discounts. No revenue is recognised if there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.

Revenue from rendering of services is recognised when services are rendered and accepted by customer.

Interest income is recognised on a time-apportioned basis using the effective interest rate method.

Functional currenciesFunctional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements of the Group and the Company are presented in United States dollar, which is also the functional currency of the Company.

Conversion of foreign currenciesTransactions and balancesTransactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency translation differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognized in profit or loss. However, in the consolidated financial statements, currency translation differences arising from borrowings in foreign currencies and other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations, are recognised in other comprehensive income and accumulated in the currency translation reserve.

Foreign exchange gains and losses that relate to borrowings are presented in the profit or loss within “finance cost”. All other foreign exchange gains and losses impacting profit or loss are presented in the profit or loss within “other losses - net”.

Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.

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Group entitiesThe results and financial position of the Group entities that have a functional currency different from the presentation currency and are therefore translated into the presentation currency as follows:

(i) Assets and liabilities are translated at the closing exchange rates at the end of reporting period;(ii) Income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and(iii) All resulting currency translation differences are recognised in the currency translation reserve in equity.

Financial instrumentsFinancial instruments carried on the statements of financial position include cash and cash equivalents, financial assets and financial liabilities. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item. These instruments are recognised when contracted for.

Disclosures on financial risk management objectives and policies are provided in Note 26 to the financial statements.

4 RevenueRevenue of the Group represents provision of skilled contract labour and related value added services to the Oil and Gas industry.

5 Investment in a subsidiary

The Company

Unquoted equity investment, at cost

Details of the subsidiaries are as follows:

Name

Subsidiary held by the company

Subsidiary held by the Oilfield Workforce International Limited

# Audited by Abacus CPA Limited^ Audited by David Chew & Co. for the financial year ended 31 December 2011 and audited by Foo Kon Tan Grant Thornton LLP for the financial year ended 31 December 2012

Oilfield Workforce Hong KongInternational Limited#

Provision of skilledcontract labour andrelated value addedservices to the Oiland Gas industry

Provision of skilledcontract labour andrelated value addedservices to the Oiland Gas industry

Oilfield Workforce SingaporeInternational Pte Ltd^

Country ofincorporation/principal place

of business

Effectivepercentage of

equity held Principal activitiesCost of investments

2012US$

1,785,941

76,340

2012%

100

100

2011US$

-

76,340

2011%

-

100

31 December 2012US$

1,785,941

31 December 2011US$

-

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Officeequipment

US$

2,9301,214

-(71)

4,0738,783

(2,861)-

37510,370

1,953

1,069

-

(57)

2,965

1,011(2,861)

-156

1,271

9,099

1,108

Furnitureand fittings

US$

8,266--

(84)8,182

11,438(9,022)(2,772)

5208,346

5,161

2,826

-

(150)

7,837

1,173(8,665)

(693)348

-

8,346

345

Computers

US$

8,7165,195

-(268)

13,64325,327(7,909)

-1,209

32,270

6,123

1,715

-

(122)

7,716

4,542(5,883)

-471

6,846

25,424

5,927

Renovation

US$

33,883--

(344)33,53945,607

(35,030)-

2,35946,475

21,815

11,582

-

(623)

32,774

800(35,030)

-1,456

-

46,475

765

Motorvehicles

US$

103,990227,381(98,398)(13,476)219,497386,132

-(229,244)

17,108393,493

5,199

32,552

(23,104)

(380)

14,267

68,262-

(36,461)1,524

47,592

345,901

205,230

Total

US$

157,785233,790(98,398)(14,243)278,934477,287(54,822)

(232,016)21,571

490,954

40,251

49,744

(23,104)

(1,332)

65,559

75,788(54,449)(37,154)

3,95555,709

435,245

213,375

The GroupCost

At 1 January 2011AdditionsDisposalsExchange translation differenceAt 31 December 2011AdditionsWritten offDisposalsExchange translation differenceAt 30 December 2012

At 1 January 2011

Depreciation for the year

Disposals

Exchange translation difference

At 31 December 2011

Depreciation for the yearWritten offDisposalsExchange translation differenceAt 30 December 2012

At 31 December 2012

At 31 December 2011

Accumulated depreciation

Net book value

6 Property, plant and equipment

As at 31 December 2011 and 2012, the net book values of motor vehicles acquired under finance lease for the Company amounted to US$205,230 and US$345,901 respectively.

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7 Trade and other receivables

Trade receivables are usually due within 30 to 60 days and do not bear any effective interest rate. All trade are subject to credit risk exposure. However, the Group does not identify specific concentrations of credit risk with regards to trade receivables, as the amounts recognised resembles a large number of receivables from various customers. Impairment on trade receivables is made when certain debtors areidentified to be irrecoverable.

Based on historical default rates, the Group believes that no impairment is necessary in respect of past due trade receivables. These receivables are mainly arising by customers that have a good credit record with the Group.

(i) Financial assets that are neither past due nor impaired.

Trade receivables that are neither past due nor impaired are customers with a good collection track record with the Company is as follows.

7 Trade and other receivables (cont’d)

(ii) Financial assets that are past due but not impaired

The ageing analysis of trade receivables past due but not impaired is as follows:

The amount owing by directors, including a director of the Company and a director of a subsidiary, related mainly to advances for business purposes.

The amount owing by a third party relates to advances which is unsecured and interest-free. It has no repayment terms and is repayable only when the cashflows of the third party permits.

The Company The Group31 December 2012

US$

3,325,782

-

390,144

7,237

46,46877,307

4,489525,645

3,851,427

31 December 2011US$

1,907,244

13,494

383,148

5,897

12,39818,353

-433,290

2,340,534

31 December 2012US$

-

-

-

-

-9,631

-9,6319,631

31 December 2011US$

-

-

-

-

-----

31 December 2012US$ Trade receivables

Non-trade Amount owing by directors

Amount owing by a third party

Advances to contractors

DepositsPrepaymentsOther receivables

The Company The Group

31 December 2012US$

3,230,017

618,0633,347

3,851,427

31 December 2011US$

1,836,317

504,217-

2,340,534

31 December 2012US$

-

9,631-

9,631

31 December 2011US$

----

31 December 2012US$ United States dollarSingapore dollarIndonesian Rupiah

Trade and other receivables are denominated in the following currencies:

31 December 2012US$

1,318,887

418,590311,617

2,049,094

31 December 2011US$

889,841324,667

13,8141,228,322

The Group Past due 0 to 30 daysPast due 31 to 60 daysPast due over 61 days

31 December 2012US$

1,276,688

31 December 2011US$

678,922

The Group Current

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31 December 2012US$

-

31 December 2011US$

-

The Group Fixed deposit

31 December 2012US$

1,786,018

-1,786,018

31 December 2011US$

77

1,785,9411,786,018

The Group The CompanyEquity interest of the subsidiary

31 December 2012US$

1,000,00055,000,00056,000,000

The Company represented by: Issued and fully paid ordinaryshares, with no par valueBalance at date of incorporation Issuance of ordinary shares under share swap

8 Fixed deposit

During the financial year ended 31 December 2011, fixed deposit amounting to US$150,000 had been pledged to a financial institution for securing bank loan of US$300,000 granted to a subsidiary (Note 15). This fixed deposit was withdrawn upon the full repayment of the said bank loan during thefinancial year ended 31 December 2011.

9 Cash and cash equivalents

9 Cash and cash equivalents (cont’d)Cash and cash equivalents are denominated in the following currencies:

10 Share capital

The Company was incorporated in Singapore on 25 November 2011 as an investment holding company of the Group with an initial paid-up capital of S$100 comprising 1,000,000 ordinary shares issued and allotted to Choo Gim Ann.

Pursuant to a share swap agreement dated 29 October 2012 (“Share Swap Agreement”) entered into between the Company (as the purchaser) and Oilfield Workforce International Limited (BVI) (“Oilfield BVI”)., the Company acquired the entire issued and fully paid-up share capital of Oilfield Workforce International Limited (“Oilfield HK”) for an aggregate purchase consideration of approximately US$1,785,941. The aggregate purchase consideration was satisfied by the allotment and issue of 55,000,000 ordinary shares credited as fully paid, by the Company to Oilfield BVI.

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. All shares rank equally with regard to the Company’s residual assets.


31 December 2012US$

5,725

873,002878,727

31 December 2011US$

3,904

946,746950,650

31 December 2012US$

77

-77

31 December 2011US$

77

-77

31 December 2012US$ Cash on handCash at bank


31 December 2012US$

775,121103,180

32799

878,727

31 December 2011US$

823,841122,433

3,838538

950,650

31 December 2012US$

-

77--

77

31 December 2011US$

- 77

--

77

31 December 2012US$ United States dollarSingapore dollarAustralian dollarHong Kong dollar

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11(a) Exchange translation reserve

The presentation currency which gives rise to translation difference relates to the effect on the exchange difference arising from share capital and accumulated losses.

11(b) Merger reserve

The merger reserve arises from the difference between the purchase consideration and the carrying value of the interest in the equity acquired under the pooling-of-interests method of consolidation in the restructuring exercise undertaken with the intention of the Company’s listing on ASX.

During the financial year, the merger reserve has been transferred to the retained profits.

12 Obligations under finance lease

Obligations under finance lease are denominated in Singapore dollar.

The amount payable within one year is included under current liabilities whilst that payable after one year is included under non-current liabilities.

13 Deferred tax liabilities

Deferred tax liabilities are to be settled after one year.

The balance related to tax on effect of excess of tax written down value over net book value of qualifying property, plant and equipment.

31 December 2012US$

(5,383)

4,298(1,085)

31 December 2011US$

(9,776)

4,393(5,383)

The Group Balance at beginning of yearMovement during the yearBalance at end of year

31 December 2012US$

72,485

191,011-

263,496(18,146)245,350

31 December 2011US$

43,31968,579

-111,898

(5,203)106,695

The Group

Minimum lease instalments payable: Due not later than one year Due later than one year but not later than five years Due later than five years

Finance charges allocated to future periodsPresent value of minimum lease payments

31 December 2012US$

1,0067,5238,529

31 December 2011US$

643363

1,006

The Group

Balance at beginning of yearTransfer from income statement (Note 20)Balance at end of year

31 December 2012US$

64,581

180,769-

245,350

31 December 2011US$

40,08266,613

-106,695

The Group

Present value of minimum lease payments: Due not later than one year Due later than one year but not later than five years Due later than five years

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14 Trade and other payables

Trade and other payables are denominated in the following currencies:

The Company and the GroupThe fair value of trade and other payables have not been disclosed as, due to their short duration, management considers the carrying amounts recognised in the statements of financial position to be reasonable approximation of their fair values.

Accruals relate mainly to provisions for salaries and related costs of employees and contractors.

14 Trade and other payablesThe CompanyThe non-trade amount owing to a subsidiary is unsecured and interest-free. It has no repayment terms and is repayable only when the cashflows of the Company permits.

The GroupAdvances from a related party, Boulevard Star Venture Ltd, was unsecured and interest bearing at 8% per annum. It was fully repaid during the financial year ended 31 December 2012.

The amount owing to a director related to advances which was unsecured and interest-free. It was fully repaid during the financial year ended 31 December 2012. In financial year 2012, the amount owing to a director of the subsidiary relates to dividend due to him arising from the restructuring exercise. This sum has been paid in January 2013.

The amount owing to a third party relates to advances which is unsecured and interest-free. It has no repayment terms and is repayable only when the cashflows of the Group permits.

15 Bank borrowings

The bank loan (secured) of US$300,000 granted to a subsidiary during the financial year ended 31 December 2011 was repayable in consecutive monthly tranches of US$100,000 each, with an option to roll-over the loan to the next month. However, the said bank loan had been fully repaid during the financial year ended 31 December 2011.


31 December 2012US$

1,571,466

-620,000

-326,138

6,47940,09344,397

1,037,1072,608,573

31 December 2011US$

515,785

230,061168,751

-293,145

-23,249

1,489716,695

1,232,480

31 December 2012US$

16,809

--

48,586----

48,58665,395

31 December 2011US$

- --

1,178----

1,1781,178

Accruals

Non-tradeAdvances from a related partyAmount owing to a directorAmount owing to a subsidiaryAmount owing to a third partyTax withheld from contractorsGST payablesOther payables


31 December 2012US$

1,571,466

384,131458,452

84,762-

2,608,573

31 December 2011US$

742,103 485,746

--

4,6311,232,480

31 December 2012US$

-

48,586 16,809

--

65,395

31 December 2011US$

-

1,178---

1,178

United States dollarSingapore dollarAustralian dollarIndonesian RupiahHong Kong dollar


31 December 2012US$

-

31 December 2011US$

-

31 December 2012US$

-

31 December 2011US$

-

Bank loan (secured)

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This loan was secured by a pledge over the subsidiary’s fixed deposit, a corporate guarantee provided by a subsidiary and personal guarantees provided by directors of the subsidiary.

Interest rate was charged at 3.5% per annum.

The Group manages the liquidity risk by maintaining sufficient cash to enable them to meet their normal operating commitments.

16 Cost of sales

Cost of sales consists mainly of services rendered by contractors and certain employee benefit costs.

17 Other operating income

18(a) Administrative expenses

18(b) Finance costs

18(c) IPO expenses


US$ -

6211,556

36,68138,858


US$

39,639690

6,1402,641

49,110

The Group

Exchange gainInterest incomeGain on disposal of property, plant and equipmentOther income


US$

24,3049,554

-33,858


US$

13,4961,7976,027

21,320

The Group

Interest expense on:- loan from a related party- finance leases- bank loan (Note 15)


US$

201,060111,199312,259


US$ ---

The Group

Audit feesReporting Accountant fee


US$

603,18732,11851,04560,22275,78825,623

2,383588,692

1,839207,908

1,648,805


US$

430,676-

31,0655,809

49,74416,275

-43,13021,838

120,723719,260

The Group

Employee benefit costsDirectors’ feeRental of officeConsultancy feeDepreciation of property, plant and equipment (Note 6)EntertainmentProperty, plant and equipment written offProfessional feeExchange lossOthers

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19 Profit before taxation

20 Taxation

The tax expense on the results of the financial year varies from the amount of income tax determined by applying the Singapore statutory rate of income tax on Group's results as a result of the following:


US$

75,788(1,556)

2,3831,839

33,858(621)

32,188

325,19725,823

85,5916,793

2,877,84970,576

3,391,829

2,788,642603,187

3,391,829


US$

49,744(6,140)

-21,83821,320

(690)

-

277,34117,869

--

457,72239,719

792,651

361,975430,676792,651

The Group

Profit before taxation have been arrived at aftercharging/(crediting):

Depreciation of property, plant and equipmentGain on disposal of property, plant and equipmentProperty, plant and equipment written offExchange lossInterest expenseInterest incomeEmployee benefit costs:Directors’ feeDirectors of the Company - salaries and related costs - CPF contributionsKey management personnel - salaries and related costs - CPF contributionsOther than directors and key management personnel - salaries and related costs - CPF contributions

Employee benefit costs charged to:Cost of salesAdministrative expenses

Note

617

18(a)18(a)18(b)

17

18(a)

18(a)


US$

106,0007,523

113,523547,429660,952

(216)660,736

Yaear ended31 December 2011

US$

45,000363

45,363206,084251,447

20251,467

The Group

Current taxation 106,000 45,000Deferred taxation (Note 13)

Foreign tax

(Over)/under provision in respect of prior years


US$

1,396,628

237,00011,000

(74,000)104,323(20,800)

(239,000)95,000

113,523


US$

1,658,273

282,0006,000

(1,000)10,013

(20,650)(318,000)

87,00045,363

The Group

Profit before taxation

Tax at statutory rate of 17%Difference in tax rateTax effect on non-taxable incomeTax effect on non-deductible expensesSingapore statutory stepped income exemptionTax effect on offshore exemption of a Hong Kong subsidiaryExpenses allocated to other jurisdiction

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21 Other comprehensive income

22 Earnings per shareThe basic earnings and diluted earnings per share are calculated by dividing the net profit attributable to equity holders of the Group by the weighted average number of ordinary shares in issue during the financial year.

There are no dilutive potential ordinary shares that were outstanding during the financial year.

23 Significant related party transactions

In addition to the related party information disclosed elsewhere in the financial statements, the following are transactions at mutually agreed amounts entered into between the Group and its related party at agreed rates:

24 Operating segments

The Chief Operating Decision Maker monitors the Group’s operating results regularly for the purpose of making decisions about resource allocation and performance assessment. Consolidated results are also reviewed regularly by the Chief Operating Decision Maker.

No information by operating segments is presented as the principal operation of the Group relates entirely to one sole business segment, i.e. the provision of skilled contract labour and related value added services to the Oil and Gas industry. Neither does the Group have any vertical integrated operations in rendering its manpower supply. The only discrete financial information provided which is reviewed by the Chief Operating Decision Maker is on consolidated basis as the manner in which business segment is operated is much confined to the Chief Operating Decision Maker.

(1) Geographical SegmentFor geographical segment revenue information, the allocation which is based on the geographical location where the customers are located is as follows:

Sales Revenue by Geographical Market

Exchange translation difference

Before tax US$4,298

Tax expense US$-

Year ended 31 December 2012

Net of tax US$4,298

Exchange translation differenceBefore tax US$

4,393Tax expense US$

-

Year ended 31 December 2011

Net of tax US$4,393


US$

735,892

56,000,000

1.31

1.31


US$

1,406,806

56,000,000

2.51

2.51

The Group

Net profit attributable to equity holders of the Group

Weighted average number of ordinary shares for purpose ofcalculating basic earnings per share

Basic earnings per share (cents)

Diluted earnings per share (cents)


US$

24,304


US$

13,496

The Group

Loan interest charged by a related party


US$

8,672,4156,420,839

86,45334,16359,404

1,477,862584,326377,850

17,713,312


US$

69,9531,628,921

549,93642,52339,442

551,0767,122,321

284,28010,288,452

The Group

AustraliaSingaporeChinaBangladeshVietnamMalaysiaIndonesiaNigeria

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Information about Major Customers

Revenue from five (2011 - five) major customers arising from sales attributable to the provision of skilled contract labour and related value added services to the Oil and Gas industry amounted to US$15,674,294 (2011 - US$9,233,866), representing 88.5% (2011 - 89.7%) of revenue, breakdown as follows:

(a) US$8,672,415 (2011 - US$Nil)(b) US$4,143,557 (2011 - US$433,640)(c) US$1,466,222 (2011 - US$Nil)(d) US$677,393 (2011 - US$628,839)(e) US$714,707 (2011 - US$499,131)

(2) Non-current assets by geographical area

The following table shows the carrying amount of the non-current assets by geographical area in which the non-current assets are located:

25 Operating lease commitments (non-cancellable)

At the end of the reporting period, the Group was committed to making the following lease rentalpayments under non-cancellable operating leases for rental of office premises and photocopier with anoriginal term of more than one year:

The leases on the Group’s office premises and photocopier on which rentals are payable will expire earliest on 31 December 2014 and latest on 30 September 2017, and the current rent payable on the leases are between US$240 and US$10,348 per month and are subject to revision on renewal of lease agreements.

26 Financial risk management objectives and policies

The board of directors meets periodically to analyse and formulate measures to manage the Group's exposure to market risk, including principally changes in interest rates and currency exchange rates. Generally, the Group employs a conservative strategy regarding its risk management. As the Group’s exposure to market risk is kept at a minimum level, the Group has not used any derivatives or other instruments for hedging purposes. The Group does not hold or issue derivative financial instruments for trading purposes.

As at financial years ended 31 December 2011 and 2012, the Group’s financial instruments mainly consisted of cash and cash equivalents, receivables and payables.

26 Financial risk management objectives and policies (cont’d)

26.1 Currency riskCurrency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates.

In terms of operations, the sales and purchases are denominated in United States dollar and Singapore dollar.

The extent of currency risk exposure is mainly for transactions which are denominated in foreign currencies, Singapore dollar (“S$”), Hong Kong dollar (“HK$”), Australia dollar (“A$”) and Indonesian Rupiah (“INR”). The Group does not use any financial derivative such as foreign currency forward contracts, foreign currency options or swaps for hedging purposes. The Group will continue to monitor its foreign exchange exposure. The risk arising from movement in foreign exchange rate is minimised as exposure to foreign currency risk is insignificant to the Group.

Sensitivity analysisWith all other variables being held constant, a 5% strengthening/weakening of the S$, HK$, A$ andINR against US$ at the reporting date would have either increased or decreased the Group’s net profitafter tax and equity by the amounts shown below:


US$

435,245


US$

213,375

The Group

Singapore


US$

109,700116,059

-


US$

11,6101,668

-

The Group

Not later than one yearLater than one year and not later than five yearsLater than five years


US$

6,3845

(22,906)(4,071)


US$

1,710(205)

19221,665

The Group

S$HK$A$INR

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26.2 Cash flow and fair value interest rate riskCash flow interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates.

The Group’s exposure to cash flow interest rate risk relates to fixed deposit placed with a financial institution (Note 8), obligations under finance lease (Note 12), bank borrowings from a financial institution (Note 15) and interest-bearing loan given by a related party (Note 14).

Sensitivity analysis of interest rate riskAs at financial years ended 31 December 2011 and 2012, if United States interest rate decreased/increased by 1% per annum, with all other variables held constant, the Group’s net profit net of tax would have been increased/decreased by US$1,687 and US$Nil respectively.

26.3 Credit riskCredit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss.

The carrying amount of trade and other receivables represents the Group’s maximum exposure to credit risk in relation to its financial assets. No other financial assets carry a significant exposure to credit risk.

The Group’s trade receivables comprise 3 debtors (2011 - 3 debtors) that represented 76% (2011 - 84%) of trade receivables. McDermott Australia Pty Ltd and PT Oilfield Workforce Indonesia (“Prime”) represent 47% (2011 - 4%) and 20% (2011 - 63%) of trade receivables for the financial year ended 31 December 2012 respectively.

26 Financial risk management objectives and policies (cont’d)

26.4 Liquidity riskLiquidity or funding risk is the risk that an enterprise will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

The Group manages its liquidity risk by ensuring the availability of adequate funds to meet all its obligations in a timely and cost-effective manner.

The table below analyses the maturity profile of the Group’s financial liabilities based on contractual undiscounted cashflows:

26.5 Market price riskPrice risk is the risk that the value of a financial instrument will fluctuate due to changes in market prices.

The Group does not hold any quoted or marketable financial instrument. Hence, there is no exposure to any movement in market prices.

27 Change of eventAs reported in the announcement dated 11 March 2013 by the Group, there was a change of event whereby the Board of Directors revised the dividend in connection with the restructuring exercise as detailed in Section 4.5 of the Offer Document dated 15 November 2012 from US$1,100,000 to US$820,000 due to the fact that the then shareholder of Oilfield Workforce International Limited returned part of the dividend thereafter.

The table below shows the financial results of Oilfield Workforce International Limited as at 31 December 2011:

The change of event has no material impact on the earnings per share.

More than 5 years

US$ ---

TotalUS$

2,608,573

263,4962,872,069

Less than1 year

US$

2,608,57372,485

2,681,058

Between2 and 5 years

US$ -

191,011191,011

As at 31 December 2012Trade and other payablesObligations under finance lease

---

1,232,480111,898

1,344,378

1,232,48043,319

1,275,799

- 68,579 68,579

As at 31 December 2011Trade and other payablesObligations under finance lease

US$

995,471

1,462,353

Profit after taxation for the financial year ended 31 December 2011

Retained profits as at 31 December 2011

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Annual Report 2012


28 Dividends

At the Annual General Meeting which will be held in April 2013, a final tax-exempt (one-tier) dividend of 0.43 cents per share amounting to US$294,357 will be proposed. These financial statements do not reflect these dividends payable, which will be accounted for as a reduction in equity as a distribution of retained profits in the financial year ending 31 December 2013.

29 Capital management

The Group’s and the Company’s objectives when managing capital are:(a) To safeguard the Group’s and the Company’s ability to continue as a going concern;(b) To support the Group’s and Company’s stability and growth;(c) To provide capital for the purpose of strengthening the Group’s and the Company’s risk management capability; and(d) To provide an adequate return to shareholders.

The Group and the Company actively and regularly reviews and manages its capital structure to ensure optimal capital structure and shareholder returns, taking into consideration the future capital requirements of the Group and the Company and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. The Group and the Company currently does not adopt any formal dividend policy.

There were no changes in the Group’s and Company’s approach to capital management during the financial year ended 31 December 2012.

The Group and the Company is not subject to externally imposed capital requirement.

30 Financial instruments

Fair values The carrying amount of the financial assets and financial liabilities with a maturity of less than one year is assumed to approximate their fair values.

The Group and the Company does not anticipate that the carrying amounts recorded at the end of the reporting period would be significantly different from the values that would eventually be received or settled.

31 Events after the end of reporting period

Subsequent to the balance sheet date, the Company issued 12,000,000 new shares for A$6,000,000 in its initial public offerings.

Subsequent to the balance sheet date, costs incurred by the Group in relation to its initial public offerings would be apportioned between the expense account and equity account having regards to IAS 32: Financial Instruments: Presentation and Disclosure as follows:

A$

300,000

11,000

ExpenseCommission payable to agents

EquityUnderwriting cost

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ASX ADDITIONAL INFORMATIONThe shareholder information set out below was applicable as at 28 February 2013. At this date the Company had on issue 27,149,000 ordinary shares in the Company held by 382 shareholders.

SUBSTANTIAL SHAREHOLDERS

TWENTY LARGEST SHAREHOLDERS

DISTRIBUTION OF SHAREHOLDINGS

The number of shareholders’ holdings less than a marketable parcel is 0.

VOTING RIGHTSAll ordinary shares carry one vote per share.

NUMBER OF ORDINARY SHARES SUBJECT TO ESCROW40,851,000

GENESIS SOLUTION HOLDINGS LTD

CITICORP NOMINEES PTY LIMITED

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED

LIM YUNYI SERENA

NATIONAL NOMINEES LIMITED

11,200,000

3,719,000

3,570,000

2,614,615

1,561,000

Holder Name Number of ordinary shares in which interest is held

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 - 99,999,999,99

TOTAL

2,000

1,237,800

318,000

331,200

25,260,000

27,149,000

2

309

49

11

11

382

0.007

4.559

1.171

1.220

93.042

100.000

Holdings Ranges Holders Total Units %

GENESIS SOLUTION HOLDINGS LTD

CITICORP NOMINEES PTY LIMITED


LIM YUNYI SERENA

NATIONAL NOMINEES LIMITED

NICOLAS SIM HEOK HOO

UOB KAY HIAN PRIVATE LIMITED


MR YEE AH KOW

TAN MEE SU

MR YEE TECK CHOY

SOH KINN YEOW

LAI MENG HONG

POK YUAN FOO

LIM SZE MIN

CHEW POH LAY

TAN CHEW CHEONG

ANG HOE HENG ANDY

LEE WEI KHOON

MISS LIM CHEW YEN

11,200,000

3,719,000

3,570,000

2,614,615

1,561,000

610,000

500,000

500,000

200,000

200,000

100,000

60,000

30,000

30,000

20,000

20,000

20,000

16,000

12,000

12,000

25,580,000

41.254

13.698

13.150

9.631

5.750

2.247

1.842

1.842

0.737

0.737

0.368

0.221

0.111

0.111

0.074

0.074

0.074

0.059

0.044

0.044

94.221

Holder Name Balance at 28-02-2013 %

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