TUFF

GRO

UP

AN

NU

AL

REPO

RT 2

018

ANNUAL REPORT

2018

TUFF

Letter to the Shareholders

Dear Shareholders, There are many reasons to invest in a company. Some investors look for returns with healthy prospects or companies that embrace responsibility for people and the environment. But finally they all look for companies that are valuable, that create value and stand for values. At Tuff Group, we are committed to our business and strive for continuous growth. But at the same time, our group takes an active role in sustainability promotion and environmentally responsible business operations. We promote integrity, live by the highest ethical standards and follow stringent environmental practices. Let me shortly explain what our Group stands for and how we operate: Tuff Group is a forward-thinking organization and operates as a holding company through distinct business lines within the fields of oil & gas, infrastructure, energy & power generation, power engineering, fabrication and contracting. Our regional focus lies on Asia, the Middle East and Africa. Tuff Group is active as an end to end solution provider for engineering, procurement, construction, fabrication, integration, installation, commissioning & operations (EPCC) of marine, hull/naval and topsides for floaters and fixed installations for the global oil & gas industry. We develop and implement innovative solutions to the world’s most complex challenges. The offered solutions include in particular FPSO (Floating Production Storage & Offloading Unit) /FSO (Floating Storage & Offloading unit) /MOPU (Mobile Offshore Production Unit) / FSU (Floating Storage Unit) / FSRU (Floating Storage & Regasification Unit) / Refineries / Platform and Onshore Plants. In 2018, our oil & gas division of our subsidiary Tuff Offshore, which is well-known as an engineering and main contractor within the oil and gas services sector, has been awarded the FEED (Front End Engineering Design) contract for a FSO project. If the consortium wins the bid Tuff will have the first right of refusal for EPCC of these two FSO’s. Tuff is also in advanced disucssion to aquire two existing FPSO with contracts. In the infrastructure area, Tuff is active as an EPC company (engineering, procurement, construction) and general contractor for large public-private partnership projects, such as roads/highways/bridges infrastructure, airports, housing as well as supply installations for utilities. Currently, Tuff Offshore focuses on developing projects in South East Asia and Asia Pacific, where we control the entire project. Recently, we carried out work and services for buildings at the Maafaru Airport in the Maldives In the energy & power generation area Tuff Group offers engineering, procurement and construction (EPC) of power generation plants in both the conventional and the renewable energies sector and WTE (Waste to Energy) Projects. In 2018, our energy and power generation division has bid for the engineering and construction of a Waste-to-Energy project in Kuala Lumpur, Malaysia. For this project, our subsidiary Tuff Offshore has tied up with technology providers with decades of experience in this field.

Allow me also to briefly introduce myself. My name is Natarajan Paulraj, however, most people just call me Paul. I am a Mechanical Engineer born in India and started my career as a marine engineer. As marine engineer I spent ten years working on-board crude oil tankers of various sizes, including VLCCs for Scindia Steam Navigation Limited and Essar Shipping Limited. After this I started working for Modec International in the field of FPSO conversion and on various international FPSO, FSO and FDPSO projects for Saipem and BW Offshore. In 2008 I joined Bumi Armada, a large Malaysia-based international provider of offshore production and support services with a presence in over 17 countries, as a Project Manager / Senior Vice President where I have been involved in the conversion of all their FPSOs since the Armada Perdana, an FSPO nearly 300 meters in length. And finally, since September 2018, I am member of the management board of Tuff Group AG and also the company’s major shareholder. On a Group level we are profitable and achieved a profit after tax of nearly 5m euro in the first six months of calendar 2018. Therefore please note that the financial figures of Tuff Group AG as of 31 December 2018 in this annual report do not reflect the current economic situation of the Group company. End of 2018 Tuff Group AG, incorporated in 2005, still was a shell company being prepared for acting as the Group Holding in the future. Therefore the financial statements just show 50,000 euro in total assets. Because the shell company had no operational business in calendar year 2018 the profit and loss statement mostly includes the costs that occured in connection with the listing activities, especially expenses for consulting services such as legal advice and banking fees. One of our major recent milestones and at the same time the reason why I am writing this letter to you, has certainly been the successful listing at the Frankfurt Stock Exchange in Germany. As part of this, our company, Tuff Group AG, now has 40,000,000 bearer shares with no-par value. The listing is based on the Prospectus from 27 February 2019 which is published on our corporate website at www.tuffgroup.com in the investor’s section. On 26 March 2019, our shares started trading in the General Standard Segment (Regulated Market) with a share price of 4.50 euro which resulted in a market capitalization of Tuff Group AG of 180m euro. Meanwhile, the Tuff Group AG acts as a holding and service company, especially in the procurement of financing and equity for the operating divisions. The Group intends to expand its business in the future. To facilitate this expansion, the management opted for the listing to gain direct access to the European capital markets, and thus benefit from additional sources for financing of the future growth of our business. I am more than delighted to be addressing you now here in Europe, respectively Germany. Our company's journey has been a continuous story of growth. And through dedication, commitment and relentless willingness to perform, our story will continue this way. Therefore, I am looking forward to informing you regularly about our dynamic achievements, created opportunities, sustainable and revenue-generating solutions, goals and strategy. Sincerly Natarajan Paulraj Executive Chairman

Report according to IFRS

as at December 31, 2018

Tuff Group AG

Contents

Balance sheet

Statement of comprehensive income

Cash flow statement

Statement of changes in shareholders` equity

Notes to the Financial Statements

Balance Sheet

as at December 31, 2018

Tuff Group AG

Page 1

ASSETS EQUITY AND LIABILITIES

31.12.2018 31.12.2017

EUR TEUR

Current assets

Cash and cash equivalents 50.000,00 12,5

Total current assets 50.000,00 12,5

31.12.2018 31.12.2017

EUR EUR TEUR

Equity

Share capital 50.000,00 50,0

Outstanding share capital 0,00 50.000,00 37,5-

Other reserves

Profit reserves 82.598,73- 1,4-

Total equity 32.598,73- 11,2

Liabilities

Current liabilities

Trade payables 9.800,00 1,4

Other payables 72.798,73 0,0

Total current payables 82.598,73 1,4

Total liabilities 82.598,73 1,4

Total assets 50.000,00 12,5

Total equity an liabilities 50.000,00 12,5

Statement of comprehensive income

from January 1, 2018 to December 31, 2018

Tuff Group AG

Page 2

Financial year Prior year

EUR TEUR

Other operating expenditure 79.963,22 0,5

Operating results 79.963,22- 0,5-

Financial costs 1.285,51 0,0

Pre-tax loss 81.248,73 0,5

After-tax loss from ordinary

activities 81.248,73 0,5

Net loss for the year 81.248,73 0,5

Statement of comprehensive

income 81.248,73- 0,5-

Cash flow statement

from January 1, 2018 to December 31, 2018

Tuff Group AG

Page 3

Financial year Prior year

EUR TEUR

- Cash paid to suppliers and

employees 71.513,22 0,0

+Other cash receipts not

attributable to investing

or financing activities 72.798,73 0,0

-Other cash payments not

attributable to investing

or financing activities 1.285,51 0,0

Cash flow from operating

activities 0,00 0,0

Cash flow from investing

activities 0,00 0,0

Cash receipts issue of capital 37.500,00 0,0

Cash receipts from financing

activities 37.500,00 0,0

Change in cash funds from cash

relevant transactions 37.500,00 0,00

+Cash funds at the beginning

of period 12.500,00 12,5

Cash funds at the end

of period 50.000,00 0,0

Statement of changes in shareholders` equity

as at December 31, 2018

Tuff Group AG

Page 4

Share capital Profit reserves Total

EUR

EUR

EUR Balance at January 1, 2017 12.500,00 -900,00 11.600,00 Statement of comprehensive income -450,00 -450,00 Balance at December 31, 2017 12.500,00 -1.350,00 11.150,00 Statement of comprehensive income -81.248,73 -81.248,73 Capital transactions 37.500,00 37.500,00 Balance at December 31, 2018 50.000,00 -82.598,73 -32.598,73

Notes according to IFRS

for fiscal year 2018

Tuff Group AG

Page 5

NOTES TO THE FINANCIAL STATEMENTS FOR FISCAL YEAR 2018

I GENERAL INFORMATION

1 Company details

The Tuff Group AG, Frankfurt am Main (hereinafter referred to as the “Company”) arose from

the change of name of Aktiengesellschaft “Ad acta“ 182. Vermögensverwaltung which was

founded in 2015 as a shelf company. The Company has not performed any economic activities

outside the management of its own assets in the fiscal year 2018.

The company is seated in 60325 Frankfurt am Main, Bockenheimer Landstraße 101, Federal

Republic of Germany, where it is registered with the District Court under HRB 113072.

The reporting currency is Euro (EUR). The details in the notes are stated in Euro (EUR) or in

thousands of euros (TEUR) according to the respective information. The balance sheet date

is 31 December 2018.

2 Compliance with IFRS

The Company's financial statements have been prepared in accordance with International

Financial Reporting Standards (IFRS) as published by the International Accounting Standards

Board (IASB) and applicable in the European Union (EU). The requirements of all standards

and interpretations adopted by the EU and required to be applied as of the balance sheet date

were fulfilled without exception.

Standards and interpretations adopted as of December 31, 2018 but not yet mandatory in

the reporting period were not applied prematurely on a voluntary basis in the fiscal year 2018.

With regard to these new, but not yet mandatory standards, reference is made to the section

“ New and amended standards and interpretations ”.

3 Accounting and valuation methods

3.1 Expenses

Expenses will be recorded appropriate to the period.

3.2 Classification in short-term and long-term

The Company breaks down its assets and liabilities in the balance sheet into current and non-

current assets or liabilities.

An asset is classified as current if it is a cash or cash equivalent unless the exchange or use of

the asset to settle the obligation is restricted for a period of at least twelve months after the

reporting period.

Notes according to IFRS

for fiscal year 2018

Tuff Group AG

Page 6

All other assets are classified as long-term.

A liability is classified as current if it is expected that the liability will be settled within twelve

months of the balance sheet date or if the entity has no unrestricted right to defer settlement

for at least twelve months after the reporting period.

All other debts are classified as long-term.

3.3 Financial instruments - financial liabilities

The financial liabilities of the Company include other liabilities and trade payables.

Financial liabilities are initially recognized at the fair value of the consideration received minus

the transaction costs associated with the borrowing.

A financial liability is derecognized if the obligation underlying that liability is met, canceled or

extinguished.

3.4 Financial Instruments - Financial assets

The financial assets are exclusively cash and cash equivalents in the form of bank balances.

Financial assets are initially recognized at the fair value of the consideration received plus the

directly attributable transaction costs. Subsequent measurement is at amortized cost.

4 Amendment of accounting policies

4.1 New and amended standards and interpretations

In the fiscal year 2018, the following standards and interpretations, which were amended or

newly issued by the IASB, were mandatory:

• IFRS 2 Amendments: Classification and Measurement of Share-based Payment

Transactions

• IFRS 4 Amendments: The application of IFRS 9 Financial Instruments to IFRS 4

Insurance Contracts

• IFRS 9 Financial Instruments

• IFRS 15 Revenue from Contracts with Customers (and Change in First-Time

Adoption)

• Annual Improvements 2014 - 2016

• IAS 40 Amendments: Transfers of Investment Property

• IFRIC 22 Foreign Currency Transaction and Advance Consideration

(Endorsement Pending)

The amendeds or new standards did not affect the annual financial statements.

Notes according to IFRS

for fiscal year 2018

Tuff Group AG

Page 7

4.2 Accounting Standards already published but not yet mandatory

In addition to the above-mentioned mandatory IFRSs, the IASB has also published other IFRSs

and IFRICs that have already partly received EU endorsement, but which will not become

mandatory until a later date. The Company will probably only implement these standards

when their adoption becomes mandatory, if applicable.

Standard Mandatory for

fiscal years

beginning on or

after

Endorsed by

EU Commission

IFRS 9 Amendment: Financial Instruments -

Prepayment Feartures with Negative

Compensation

January 1, 2019 Yes

IAS 28 Amendments: Investments in

associates and joint ventures - Long-

term investments in associates and

joint ventures

January 1, 2019 Yes

IFRS 16 Leases January 1, 2019 Yes

IAS 19 Amendments: Employee benefits -

Plan Amentment, Curetailment or

Settlement

January 1, 2019 Yes

IAS 12,

IAS 28,

IFRS 3

Annual Improvements 2015-2017 January 1, 2019 Yes

IFRIC 23 Uncertainty over Income Tax

Treatments

January 1, 2019 Yes

IFRS 17 Insurance Contracts January 1, 2021 No

Conceptual

Framework

Revised Conceptual Framework January 1, 2020 No

IFRS 3 Amendment: Definition of a Business January 1, 2020 No

IAS 1, IAS 8 Amendment: Definition of Material January 1, 2020 No

Since the Company has no economic activity and no accounting treatment has been identified

that is affected by an amendment to the IAS / IFRS above, the amendments to IFRS are not

expected to have any impact.

5 Significant accounting judgements, estimates and assumptions

When preparing the annual financial statements of the Company, no material judgements,

estimates and assumptions are made by management that affect the amount of income,

expenses, assets and liabilities and contingent liabilities reported as of the reporting date.

Notes according to IFRS

for fiscal year 2018

Tuff Group AG

Page 8

II EXPLANATION OF FINANCIAL STATEMENT

EXPLANATION OF ITEMS IN THE STATEMENT OF COMPREHENSIVE INCOME

6 Other Expenses

The other expenses mainly include expenses for auditing and consulting work.

EXPLANATION OF ITEMS IN THE BALANCE SHEET

7 Capital stock

The fully paid-in capital stock amounted to EUR 50,000 at the balance sheet date, divided

into 50,000 registered no-par-value shares with a notional share in the share capital of

EUR 1.

8 Capital-Management

As the Company has no operational activity, there is no strategy - for example, a minimum

equity ratio, minimum return on investment or net debt ratio - in relation to the capital

structure of the Company.

9 Details additional to financial instruments

The following table shows the carrying amounts of each category of financial assets and

liabilities for the fiscal year 2018:

Valuation as per IAS 39

in EUR Valuation

cateogory

as per

IAS 39

book value

per

31/12/2018

Amortised

cost

Fair Value

per

31/12/2018

Financial assets

cash and cash equivalents lar 50,000 50,000 50,000

Financial liablities

accounts payable trade flac 9,800 9,800 9,800

Other liabilities flac 72,799 72,799 72,799

of which aggregated by valuation

categories:

Loans and receivables (lar) lar 50,000 50,000 50,000

Financial liabilities measured at

amortised costs (flac) flac 82,599 82,599 82,599

Notes according to IFRS

for fiscal year 2018

Tuff Group AG

Page 9

The following table shows the carrying amounts of each category of financial assets and

liabilities for the prior year:

Valuation as per IAS 39

in EUR Valuation

category

as per

IAS 39

book value

per

31/12/2017

Amortised

cost

Fair Value

per

31/12/2017

Financial assets

cash and cash equivalents lar 12,500 12,500 12,500

Financial liabilities

accounts payable trade flac 1,350 1,350 1,350

of which aggregated by valuation

categories:

Loans and receivables (lar) lar 12,500 12,500 12,500

Financial liabilities measured at

amortised costs (flac) flac 1,350 1,350 1,350

Cash and cash equivalents have short maturities. Therefore, their carrying amounts at the

balance sheet date approximately correspond to the fair value.

Other liabilities and trade payables have short residual terms; the values shown approximate

the fair value.

The net results for the individual categories of financial instruments in accordance with IAS 39

in the fiscal year amount to EUR 0 (prior year: EUR 0) and to the valuation category loans and

receivables (lar), as well as for financial liabilities measured at amortized cost (flac) EUR 0 (prior

year: EUR 0).

The fair value of the financial assets and financial liabilities is the amount at which the

instrument concerned could be exchanged between willing parties at an arm`s length (except

for forced sale or liquidation).

The methods and assumptions used to determine the fair values are as follows:

Cash and short-term deposits as well as other liabilities and trade payables are very close to

their book value, mainly due to the short maturities of these instruments.

Notes according to IFRS

for fiscal year 2018

Tuff Group AG

Page 10

III OTHER DETAILS

10 Financial Risk Management

The evaluation of potential financial risks is carried out by the Executive Board, which in turn

is subject to monitoring by the Supervisory Board. As the Company has no operating business

in which significant liabilities are regularly established, there is no active cash management to

manage the liquidity risk.

11 Related party disclosures

Related parties within the meaning of IAS 24 are persons and companies if one of the parties

has the ability to control the other party or exercise significant influence.

In addition, as related parties, the members of the Executive Board and the members of the

Supervisory Board of the Company are generally considered.

The sole shareholder of the company until 16 July 2018 was AD ACTA Deutschland GmbH,

Hamburg.

AD ACTA Deutschland GmbH, Hamburg is in turn a subsidiary of Gerber + Kollegen

Steuerberatungsgesellschaft mbH, Hamburg. The shares in Gerber + Kollegen

Steuerberatungsgesellschaft mbH, Hamburg are held entirely by NORDDEUTSCHE AG

Steuerberatungsgesellschaft mbH, Hamburg.

Ultimate controlling parent (until July 16, 2018)

NORDDEUTSCHE AG Steuerberatungsgesellschaft mbH, Hamburg

During the fiscal year and the prior year, there were no transactions between the company

and NORDDEUTSCHE AG Steuerberatungsgesellschaft mbH, Hamburg.

Parent Company (until July 16, 2018)

Gerber + Kollegen Steuerberatungsgesellschaft mbH, Hamburg

There were no transactions between the Company and Gerber + Kollegen

Steuerberatungsgesellschaft mbH, Hamburg, during the fiscal year and the prior year.

Parent Company (until July 16, 2018)

AD ACTA Deutschland GmbH, Hamburg

There were no transactions between the Company and AD ACTA Deutschland GmbH,

Hamburg during the fiscal year and the prior year.

Ultimate Controlling Unit (since July 16, 2018)

The sole shareholder of the Company is Mr. Ganesh Paulraj, Singapore, since July 16, 2018.

Notes according to IFRS

for fiscal year 2018

Tuff Group AG

Page 11

Renumeration of people in key positions

Ms. Hella Döhle, Hamburg (until July 16, 2018), Mr. Ganesh Paulraj, Singapore (since July 16,

2018), Mr. Natarajan Paulraj, Singapore (since September 16, 2018) and Mr. Vaidyanathan

Nateshan, Malaysia (since September 16, 2018), were members of the Company’s Executive

Board in the fiscal year 2018. The total compensation for people in key positions for the fiscal

year 2018 amounts to EUR 0 (prior year: EUR 0).

The Supervisory Board of the fiscal year 2018 consisted of:

• Mrs. Heike Matzen, Hamburg (until July 16, 2018),

• Mrs. Roswitha Hoyer, Hamburg (until July 16, 2018),

• Mrs. Ann-Cathrin Lutz, Hamburg (until July 16, 2018),

• Mr. Natarajan Paulraj Singapore (from July 16, 2018 until September 16, 2018),

• Mr. Muhammad Shiyaam, Singapore (from July 16, 2018 until

September 16, 2018),

• Mr. Carlo Arachi, Cologne (since July 16, 2018),

• Mrs. Mahalakshmi daughter of Mahalingam, Singapore (since

September 16, 2018), CEO,

• Mr. Govind Paulraj, India (since September 16, 2018), deputy CEO.

Remuneration of EUR 9,994.50 (prior year: EUR 0) was paid to Supervisory Board members

in the reporting period.

Loan

The Tuff Offshore Engineering Services Pte. Ltd., Singapore, of which Ganesh Paulraj is the

sole shareholder, granted the company an unsecured loan dated June 1, 2018, with the

proviso that all liabilities of the company up to an amount of EUR 100,000 will be paid on

behalf of the latter. The loan is 6.0% p.a. interest. The loan agreement has a term until

December 30, 2019 and is extended for another year unless it is terminated by a party in due

time. Both parties have the right to terminate the loan with a three-month notice period. The

loan may be returned by the Company at any time without notice.

In addition, there were no transactions with related parties in the fiscal year or prior year.

12 Events after balance sheet date

The Annual General Meeting on July 16, 2018 authorized the Management Board, with the

approval of the Supervisory Board, to increase the share capital by at least EUR 10,000,000,

but not exceeding EUR 39,950,000 up to EUR 40,000,000 by issuing at least 10,000, but no

more than to hold up to 39,950,000 new, no-par bearer shares with a notional share in the

share capital of EUR 1 per share in return for contributions in kind. With the approval of the

Supervisory Board of 2 October 2018, the Management Board resolved on 2 October 2018 to

amend the Articles of Association and increase the share capital by EUR 39,950,000. This was

done with the commercial register entry of the capital increase on February 4, 2019.

Notes according to IFRS

for fiscal year 2018

Tuff Group AG

Page 12

With the introduction of the Frankfurt Stock Exchange on 25 February 2019, 40,000,000

ordinary bearer shares of no par value with an imputed share in the capital stock of EUR 1

(total share capital) with dividend entitlement from 1 January 2018 were traded on the

regulated market March 26, 2019 admitted.

There were no other significant events subsequent tot he end oft he reporting period on

December 31, 2018 which had a material effect on the financial position and performance or

the accounting and reporting oft he company.

13 Proposal for the appropriation of profits

The annual deficit is EUR 82,598.73. On new account EUR 82,598.73 will be presented. A

dividend is therefore not paid.

Signature of Managing Director

Place, Date Signature

Certification of the auditor on the preparation

To the Board of the Tuff Group AG, Frankfurt am Main

In accordance with the instructions, I have prepared the above financial statements - comprising

the statement of comprehensive income, balance sheet, statement of changes in equity, cash

flow statement and notes - of Tuff Group AG for the fiscall year from January 1, 2018 to

December 31, 2018 in accordance with International Financial Reporting Standards (IFRS).

The basis for the compilation was the books I kept and the supporting documents and stock

records which I had not checked and the information given to me.

The accounting and the preparation of the inventory and the annual financial statements in

accordance with IFRS are the responsibility of the legal representatives of the Company.

Hofheim am Taunus, 29th of April 2019

Dipl.-Kfm. Patrick Sauer

Wirtschaftsprüfer

Steuerberater