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Table of Content

  • Business Information: 1
  • Directors Report: 2
  • Auditors Report: 3
  • Statement of Financial Statement: 4
  • Income Statement: 5
  • Retain Earnings: 6
  • Changes In Equity: 7
  • Cash Flow Statement: 8
  • Notes to Account: 9
  • Appendix: 10

Business Information

  • DIRECTORS: 1
  • SECRETARY: 1
  • REGISTERED ADDRESS: 1
  • AUDITORS: 1
  • BANKERS: 1
  • REGISTER NUMBER: 1
  • COMPANY TIN: 1

DIRECTORS REPORT

DIRECTORS' REPORT

FOR THE YEAR ENDED DECEMBER 31, 2026


The Directors present their report together with the audited financial statements of the company for the year ended December 31, 2026.

1. PRINCIPAL ACTIVITIES

The principal activity of the company during the year was the development and sale of enterprise software solutions and IT consulting services. There were no significant changes in the nature of these activities during the year.

2. FINANCIAL RESULTS

The company's financial performance for the year is summarized below:

Particulars 2026 2025
Profit before taxation 0.00 0.00
Taxation (0.00) (0.00)
Profit after taxation 0.00 0.00
Retained earnings brought forward 0.00 0.00
Dividends paid (0.00) (0.00)
Retained earnings carried forward 0.00 0.00

Management is satisfied with the 15.6% revenue growth and improved profitability.

3. DIVIDENDS

The Directors declared and paid an interim dividend of $0.05 per ordinary share, totaling $100,000. No final dividend is recommended for the year, as the board wishes to retain earnings to fund research and development.

4. BUSINESS REVIEW AND FUTURE DEVELOPMENTS

Operating environment: The software industry remained competitive, but the company increased market share through a new cloud-based product launched in Q2 2026.

Key risks: Cybersecurity threats and talent retention remain primary risks. The company has implemented enhanced data protection protocols and a staff stock option plan.

Future outlook: The Directors expect revenue growth of 10–12% in 2024, driven by expansion into the Asian market and continued product innovation.

5. DIRECTORS

The following served as Directors of the company during the financial year and up to the date of this report:

  • Ms. Sarah Johnson (Chairperson)
  • Mr. David Chen (Managing Director)
  • Dr. Emily Okonkwo (Non-Executive Director)
  • Mr. James Smith (appointed November 15, 2026)
6. DIRECTORS' INTERESTS IN SHARES

As at December 31, 2026, the beneficial interests of the Directors in the company's ordinary shares were:

Director Number of shares
S. Johnson50,000
D. Chen30,000
E. Okonkwo5,000
J. Smith0

No Director had any material interest in contracts with the company during the year.

7. SHARE CAPITAL

The company's issued share capital consists of 2,000,000 ordinary shares of $0.50 each. There were no changes in share capital during the year.

8. CORPORATE GOVERNANCE

The Directors are committed to high standards of corporate governance. The board meets at least quarterly. Audit and Remuneration Committees have been established, comprising a majority of independent non-executive directors.

9. AUDITORS

The auditors, Messrs. Grant Thornton LLP, have expressed their willingness to continue in office. A resolution to reappoint them will be proposed at the Annual General Meeting.

10. APPROVAL OF FINANCIAL STATEMENTS

The Directors are responsible for preparing the financial statements that give a true and fair view of the company's affairs. After making appropriate inquiries, the Directors have a reasonable expectation that the company has adequate resources to continue operating for the foreseeable future. Accordingly, the going concern basis has been adopted in preparing the financial statements.


BY ORDER OF THE BOARD

AUDITORS REPORT

INDEPENDENT AUDITOR'S REPORT

TO THE SHAREHOLDERS OF .


Report on the Audit of the Financial Statements
Opinion

We have audited the financial statements of . (the "company"), which comprise the statement of financial position as at December 31, 2026, and the statement of profit or loss and other comprehensive income, statement of changes in equity, and statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the company as at December 31, 2026, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISA). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the company in accordance with the International Ethics Standards Board for Accountants (IESBA) Code of Ethics, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter How our audit addressed the matter
Revenue recognition (software licensing) – The company recognizes revenue from software licenses at a point in time and over time for cloud subscriptions. Given the complexity of contract terms and material revenue amounts ($5.2 million), we focused on proper allocation of transaction price and timing of recognition. We evaluated the company's revenue recognition policies against IFRS 15, tested a sample of contracts for proper identification of performance obligations, recalculated transaction price allocation, and reviewed cut-off procedures around year-end. No material exceptions were found.
Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (e.g., the Audit Committee) are responsible for overseeing the company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit 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 company's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

[This section varies by jurisdiction. Example for a jurisdiction requiring compliance with the Companies Act:]

In our opinion, the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Use of This Report

This report is made solely to the company's shareholders, as a body. Our audit work has been undertaken so that we might state to the company's shareholders those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's shareholders as a body, for our audit work, for this report, or for the opinions we have formed.


GRANT THORNTON LLP
Chartered Accountants
Statutory Auditors

Signature: [Signed on original]
Date: March 15, 2024
Address:
7th Floor, Unity Tower
100 Broad Street
London EC1A 1AB / Lagos, Nigeria (as applicable)

Statement of Financial Position

BALANCE SHEET

AS AT DECEMBER 31, 2026


Particulars Notes 2026 2025
ASSETS
Non-current assets
Property, plant and equipment 1 0.00 0.00
Total non-current assets 0.00 0.00
Current assets
Inventories (stock) 5 0.00 0.00
Trade receivables (debtors) 6 0.00 0.00
Cash and cash equivalents 7 0.00 0.00
Total current assets 0.00 0.00
TOTAL ASSETS 0.00 0.00
EQUITY AND LIABILITIES
Current liabilities
Trade payables (creditors) 11 0.00 0.00
Current Tax Payable 11 0.00 0.00
Total current liabilities 0.00 0.00
Non-current liabilities
Long-term Liability 10 0.00 0.00
Total non-current liabilities 0.00 0.00
TOTAL LIABILITIES 0.00 0.00
Equity
Share capital (ordinary shares) 8 0.00 0.00
Total equity 0.00 0.00
Total Retain Earnings 0.00 0.00
TOTAL EQUITY AND LIABILITIES 0.00 0.00

Income Statement

INCOME STATEMENT

FOR THE YEAR ENDED DECEMBER 31, 2026


Shows revenues, expenses, and profit/loss over a period.

Particulars Notes 2026 2025
Revenue
Turn Over (gross) 1 0.00 0.00
Cost of goods sold (COGS)
Opening inventory 3 0.00 0.00
Add: Purchases 0.00 0.00
Less: Closing inventory 0.00 0.00
Cost of goods sold 0.00 0.00
Gross profit 0.00 0.00
Other operating income 2 0.00 0.00
Operating expenses
Total operating expenses (0.00) (0.00)
Total Depreciation (0.00) (0.00)
Operating profit (EBIT) 0.00 0.00
Profit before tax 0.00 0.00
Income tax expense9(0.00)(0.00)
Net profit for the period0.000.00

Cash Flow Statement

CASH FLOW STATEMENT

FOR THE YEAR ENDED DECEMBER 31, 2026


Particulars 2026 2025
Cash flows from operating activities
Net profit before tax (from income statement) 0.00 0.00
Adjustments for non-cash items:
– Depreciation and amortization 0.00 0.00
– Changes in working capital:
– (Increase)/decrease in inventories 0.00 0.00
– (Increase)/decrease in trade receivables 0.00 0.00
– Increase/(decrease) in trade payables 0.00 0.00
Net cash from operating activities 0.00 0.00
Cash flows from investing activities
No data available 0.00 0.00
Net cash used in investing activities 0.00 0.00
Cash flows from financing activities
No data available 0.00 0.00
No data available 0.00 0.00
No data available 0.00 0.00
Net cash used in investing activities 0.00 0.00
Increase In Cash and Cash Equivalent 0.00 0.00
Cash Balance at the Begining 0.00 0.00
Cash Balance at the End 0.00 0.00

Retain Earning

STATEMENT OF RETAINED EARNINGS

FOR THE YEAR ENDED DECEMBER 31, 2026


Particulars 2026 2025
Retained earnings, beginning of year 0.00 0.00
Add: Net profit for the year (from income statement) 0.00 0.00
Less: Dividends declared and paid (0.00) (0.00)
Retained earnings, end of year 0.00 0.00

Changes in Equity

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2026


Particulars Share Capital ($) Share Premium ($) Retained Earnings ($) Other Reserves ($)* Total Equity ($)
Balance at beginning of year 0.00 0.00 0.00
Changes during the year:
Net profit for the year 0.00 0.00
Total comprehensive income 0.00 - 0.00
Dividends paid (0.00) (0.00)
Transfer to/from reserves
Balance at end of year 0 0.00 0.00

Notes to Financial Statement

VINCO CONSTRUCTION LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER, 2025


1. GENERAL INFORMATION

Vinco Construction Limited (the "Company") is a company incorporated in Ghana, with company registration number [insert number]. The address of its registered office and principal place of business is [insert address]. The Company's main business is dealing in the wholesale and retail of building construction raw materials.

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES

These are not the first set of financial statements prepared by Vinco Construction Limited in accordance with the IFRS for Small and Medium-sized Entities (IFRS for SMEs) issued by the International Accounting Standards Board (IASB). The financial statements are presented in Ghana Cedis (GHS), which is the Company's functional currency.

2.1 Going Concern

The Company's management has assessed its ability to continue as a going concern and is satisfied that it has sufficient resources to continue in business for the foreseeable future. Furthermore, management is not aware of any material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern. Therefore, the financial statements have been prepared on a going concern basis.

2.2 Revenue Recognition

Revenue is recognised to the extent that it is probable that economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when payment is made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined payment terms and excluding taxes and duties.

2.3 Property, Plant and Equipment

Property, plant and equipment (PPE) are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The Company adds to the carrying amount of an item of PPE the cost of replacing parts when that cost is incurred, provided the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss in the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets over their estimated useful lives using the reducing balance method. The following annual depreciation rate is applied:

Asset Category Depreciation Rate (Reducing Balance)
Furniture & Equipment 25.0%

Assets' useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, whenever there is any indication of significant change since the last reporting date.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount and are recognised within "other gains/(losses) – net" in profit or loss.

2.4 Impairment of Assets

At each reporting date, property, plant and equipment, intangible assets, and investments in associates are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the affected assets (or group of related assets) is estimated and compared with their carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

Similarly, at each reporting date, inventories are assessed for impairment by comparing the carrying amount of each item of inventory (or group of similar items) with the selling price less costs to complete and sell. If impaired, the carrying amount is reduced to the selling price less costs to complete and sell, and an impairment loss is recognised immediately in profit or loss.

2.5 Inventories

Inventories are stated at the lower of cost or net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the costs of completion and selling expenses.

2.6 Foreign Currency Translations

The Company's financial statements are presented in Ghana Cedis (GHS), which is also the Company's functional currency. Items included in the financial statements are measured using that functional currency.

Transactions and Balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency exchange rate ruling at the reporting date. All differences are taken to profit or loss. Non-monetary items measured at historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction and are not subsequently restated. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined. Any gains or losses on conversion and translation are dealt with through profit or loss.

2.7 Cash and Cash Equivalents

For the purposes of the cash flow statement, cash and cash equivalents comprise cash at banks and in hand, and short-term fixed deposits with an original maturity of three months or less that are repayable on demand. All components of cash and cash equivalents form an integral part of the Company's cash management. Cash and cash equivalents are subsequently measured at amortised cost.

2.8 Trade and Other Receivables

Trade receivables are carried at the original invoice amount less an estimate made for doubtful debts based on a review of all outstanding amounts at the year end. Bad debts are written off when identified.

2.9 Trade Payables

Trade payables are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

2.10 Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2.11 Taxation – Income Tax

Income tax expense represents the sum of current tax payable and deferred tax. The Company is subject to income tax in Ghana. Where the final tax outcome differs from the amount initially recorded, such differences will impact income tax and deferred tax provisions in the period in which such determination is made. Current income tax is the amount payable on taxable profit for the year in accordance with the Income Tax Act, 2015 (Act 896).

2.12 Deferred Tax

Deferred income tax is calculated on all temporary differences under the liability method using the enacted tax rate of 25%. The charge for the year relates primarily to accelerated tax allowances on property, plant and equipment.

2.13 Employee Benefits

The Company operates a defined contribution plan. Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions. Under the National Pension Scheme, the Company contributes 13% of each employee's basic salary to the Social Security and National Insurance Trust (SSNIT) for employee pension. The Company's obligation is therefore discharged to SSNIT. The Company does not operate a defined benefit plan.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATING UNCERTAINTY

In the application of the Company's accounting policies (described in Note 2), the directors are required to make judgements, estimates, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and associated assumptions are based on historical experience and other factors considered relevant. Actual results may differ from those estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both.

3.1 Key Sources of Estimating Uncertainty

The following are the key assumptions concerning the future, and other key sources of estimating uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

4. USEFUL LIVES OF PROPERTY, PLANT AND EQUIPMENT

As described in Note 2.3, the Company reviews the estimated useful lives of property, plant and equipment at the end of each reporting period. During the current year, the directors determined that the useful lives of certain items of equipment should be shortened due to developments in technology.

5. LIQUIDITY RISK

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations arising from its financial liabilities.

5.1 Management of Liquidity Risk

The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company maintains a portfolio of short-term liquid assets, largely made up of short-term liquid government securities, to ensure that sufficient liquidity is maintained. Liquidity risk management is under the auspices of the Asset and Liability Committee (ALCO), which is responsible for both statutory and prudential liquidity requirements.

6. MARKET RISKS

The Company takes on exposure to market risk, which is the risk of potential loss of earnings or economic value due to adverse changes in financial market rates or prices. Market risk arises from open positions in interest rate, currency, and equity products, all of which are exposed to general and specific market movements. The Company's exposure to market risk arises principally from customer-driven transactions. The Company does not engage in proprietary trading.

6.1 Management of Market Risks

Overall responsibility for the management of market risk rests with the Asset and Liability Committee (ALCO). The Risk Department is responsible for the development of detailed market risk management policies (subject to review and approval by ALCO) and for the day-to-day implementation of those policies.

7. OPERATIONAL RISKS

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company's processes, personnel, technology, and infrastructure, and from external factors other than credit, market, and liquidity risks (such as legal and regulatory requirements). Operational risks arise from all of the Company's operations.

7.1 Management of Operational Risks

The Company's objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the Company's reputation with overall cost effectiveness, and to avoid control procedures that restrict initiative and creativity.

The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior management within each business unit. This responsibility is supported by the development of overall Company standards for the management of operational risk in the following areas:

  • Requirements for appropriate segregation of duties, including the independent authorisation of transactions.
  • Requirements for the reconciliation and monitoring of transactions.
  • Compliance with regulatory and other legal requirements.
  • Documentation of controls and procedures.
  • Requirements for the reporting of operational losses and proposed remedial action.
  • Development of contingency plans.
  • Training and professional development.
  • Ethical and business standards.
  • Risk mitigation, including insurance where effective.

Compliance with the Company's standards is supported by a programme of periodic reviews undertaken by the Internal Audit division. The results of internal audit reviews are discussed with the management of the relevant business unit, with summaries submitted to the Audit Committee and senior management of the Company.

REVENUE

No data available.

No data available.

COST OF SALES

No data available.

No data available.

OTHER INCOMES

No data available.

No data available.

EXPENSES

No data available.

No data available.

TRADE RECEIVABLES

No data available.

No data available.

CASH AND CASH EQUIVALENTS

No data available.

No data available.

PAYABLES

No data available.

No data available.

LIABILITIES

No data available.

No data available.

EQUITY

No data available.

No data available.

FIXED ASSETS REGISTER

No data available.

No data available.

INVENTORY

S/N Chart of Account Qty Rate 2026
Total:
S/N Chart of Account Qty Rate 2025
Total: