MRS OIL NIGERIA : QUARTER 5 - FINANCIAL STATEMENT FOR 2022

MRS Oil Nigeria Plc

2022 Annual Financial Statements

Annual Financial Statements For the year ended 31 December 2022

Table of Contents

Corporate information ............................................................................................................................................. i

Directors' report...................................................................................................................................................... ii

Corporate Governance Report ............................................................................................................................... ix

Statement of Directors' responsibilities ............................................................................................................... xiii

Certification of financial statements .................................................................................................................... xiv

Report of the audit committee .............................................................................................................................. xv

Independent Auditors' report ................................................................................................................................. 1

Statement of profit or loss and other comprehensive income ............................................................................... 4

Statement of financial position ............................................................................................................................... 5

Statement of changes in equity ............................................................................................................................... 6

Statement of cash flows .......................................................................................................................................... 7

Notes to the financial statements ........................................................................................................................... 8

Statement of Value Added .................................................................................................................................... 58

Five-Year Financial Summary ................................................................................................................................. 59

Annual Financial Statements For the year ended 31 December 2022

Corporate information

RC

Board of directorsRegistered officeCompany Secretary

6442
Mr. Patrice Alberti	Chairman
Mr. Marco Storari	Managing Director
Ms. Amina Maina	Non-Executive Director
Mr. Matthew Akinlade	Independent Director
Sir. Sunday Nnamdi Nwosu	Non-Executive Director
Chief Sir Amobi Daniel Nwokafor	Non-Executive Director
Mrs Priscilla Ogwemoh	Non-Executive Director
2, Tincan Island
Apapa
Lagos
Mrs. O.M. Jafojo
2, Tincan Island
Apapa
Lagos

RegistrarAuditorPrincipal bankersLeadership team

First Registrars and Investor Services Limited Plot 2, Abebe Village Road,

Iganmu Lagos

PMB 12692 Marina Lagos

Deloitte & Touche Civic Tower

Ozumba Mbadiwe Road Victoria Island

Lagos

Access Bank Plc Fidelity Bank Plc

First Bank of Nigeria Limited First City Monument Bank Plc Polaris Bank Limited

Standard Chartered Bank Nigeria Limited Stanbic IBTC Bank Plc

Sterling Bank Plc

Union Bank of Nigeria Plc Unity Bank Plc

Wema Bank Plc Zenith Bank Plc

Marco Storari	Oluwakemi M. Jafojo	Samson Adejonwo
Managing Director	Company Secretary	Chief Finance Officer
Salami Muideen	Dhikrullah Ameen-Ikoyi	Olawale Badru
Accounts Manager	Treasury Manager	Chief Legal Counsel
Col. Adebisi Adesanya	Sunday Oyekale	Donald Oghuma
Chief Security Officer	Chief Internal Auditor	Sales and Marketing Manager
Mahmud Mohammed	Nkem Fasanmi	Abdulrazak Suleiman
Logistics Manager	Supply Manager	Engineering Manager
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Annual Financial Statements

For the year ended 31 December 2022

Directors' report

The Directors present their Annual Report on the state of affairs of the Company, together with the Audited Financial Statements for the year ended 31 December 2022.

Incorporation and Legal Status of the Company

The Company was incorporated as a privately owned Company in 1969 and was converted to a Public Limited Liability Company quoted on the Nigerian Exchange Limited (formerly known as Nigerian Stock Exchange) in 1978, as a result of the 1977 Nigerian Enterprises Promotions Decree. The Company is domiciled in Nigeria and its shares are listed on the Nigerian Exchange Limited (NGX).

The marketing of products in Nigeria commenced in 1913 under the Texaco brand, when they were distributed exclusively by CFAO, a French Multinational Retail Company. In 1964, Texaco Africa Limited started direct marketing of Texaco products, selling through service stations and kiosks acquired from the said multinational retail Company, on lease terms.

It also entered into the aviation business.

On 12 August 1969, Texaco Nigeria Limited was incorporated as a wholly owned subsidiary of Texaco Africa Limited, thus inheriting the business formerly carried out in Nigeria by Texaco Africa Limited. With the promulgation of the Nigerian Indigenization Decree in 1978, 40% of Texaco Nigeria Limited shares, was sold to Nigerian individuals and organizations by Texas Petroleum Company.

In 1990, the Companies and Allied Matters Decree came into force and this necessitated the removal of Limited from the Company's corporate name, to the prescribed 'Public Limited Liability Company' (PLC) with its shares quoted on the Nigerian Exchange Limited.

Following the creation of ChevronTexaco in 2001 from the merger between Chevron Corporation and former Texaco Inc.,

Texaco Nigeria Plc became an integral part of the new corporation. As Chevron Texaco considered the acquisition of former Union Oil Company of California (UNOCAL), the Board of ChevronTexaco decided to eliminate 'Texaco' from the corporate name and retain only Chevron as the new name of the enlarged corporation.

Effective 1 September 2006, the Company's name changed from Texaco Nigeria Plc to Chevron Oil Nigeria Plc following a directive from Chevron Corporation's headquarters to all affiliate companies. This was designed to present a clear, strong and unified presence of Chevron Corporation throughout the world.

On 20 March 2009, there was an acquisition of Chevron Africa Holdings Limited, (a Bermudian Company) by Corlay Global S.A. of Moffson Building, East 54th Street, Panama, Republic of Panama. By virtue of this foreign transaction, Chevron Nigeria Holdings Limited, Bermuda changed its name to MRS Africa Holdings Limited, Bermuda. The new management of the Company announced a change of name of the Company from Chevron Oil Nigeria Plc to MRS Oil Nigeria Plc ("MRS") effective 2 December 2009, following the ratification of the name change of the Company at the 40th Annual General Meeting of the Company on 29 September 2009.

Currently, 342,884,706 shares are held by about 24,956 Nigerian shareholders and 1 foreign shareholder (MRS Africa Holdings Limited, Bermuda, a subsidiary of Corlay Global S.A.) in MRS Oil Nigeria Plc, a company with the main business of marketing and/or manufacturing of petroleum related products in Nigeria.

With about 80 active Company owned operating outlets and about 86 third party owned operating outlets, MRS Oil Nigeria Plc is a major player in Nigeria's petroleum products marketing industry and a leading producer of quality lubricating oils and greases.

Principal Activities:

The Company remains principally engaged in the business of marketing and distribution of refined petroleum products; blending of lubricants, manufacturing of greases and its sale.

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Annual Financial Statements For the year ended 31 December 2022

Directors' report (cont'd)

The Company's Result:

The summary of the results of the Company as included in the Financial Statements are as follows:

Year ended 31 December	2022 NGN'000	2021 NGN'000
Revenue	100,779,880	71,976,255
Cost of sales	(92,204,953)	(68,148,850)
Tax (charge)/credit	(1,104,244)	14,848
Profit for the year	1,316,102	339,872
Earnings per 50k Share (Naira)	3.84	1.12

Board Changes:

During the period under review, there were no changes on the Board of the Company.

Board Induction:

The Company carries out an induction program to familiarize new Directors appointed on the Board, with the Company's operation, the business environment and the Management of the Company. For the year under review, no induction was conducted.

Election/Re-election of Directors:

In accordance with Articles 90/91 of the Company's Article of Association, Ms Amina Maina and Mr. Mathew Akinlade offer themselves for re-election.

The Directors:

The Directors in office during the year are listed below and except where stated, served on the Board in 2022:

Name	Nationality	Designation	Appointments/ Resignations (A/R)
Mr. Patrice Alberti	French	Chairman	March 20, 2009 (A)
Mr. Marco Storari	Managing Director	August 3, 2021 (A)
Ms. Amina Maina	Non- Executive Director	November 6, 2013 (A)
Mr. Matthew Akinlade	Independent Director	April 27, 2017 (A)
Sir Sunday Nnamdi Nwosu	Non- Executive Director	April 27, 2017 (A)
Dr. Amobi Daniel Nwokafor	Non- Executive Director	April 27, 2017 (A)
Mrs. Priscilla Ogwemoh	Non- Executive Director	February 28, 2019 (A)

Directors' Interest in the Issued Share Capital of the Company:

The direct and indirect interests of Directors in the issued share capital of the Company as recorded in the Register of Directors' Shareholdings and/or as notified by the Directors for the purpose of Sections 301 of the Companies and Allied Matters Act, 2020 and the listing requirements of the Nigerian Exchange Limited are as follows:

Mr. Patrice Alberti (indirect holding), Ms. Amina Maina, Mr. Matthew Akinlade and Sir Sunday Nnamdi Nwosu directly own shares in the Company as follows:

Name	2022	2021
Mr. Patrice Alberti (indirect holdings)	205,730,806	182,991,206
Ms. Amina Maina	37,278	33,136
Sir Sunday Nnamdi Nwosu	7,088	6,301
Mr. Matthew Akinlade	642	571

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