Academy Press PlcNSENG: ACADEMY

Quarter 5 financial statement for 2024

Jul 1, 2024 at 7:37 AM UTC · MarketScreener

ACADEMY PRESS PLC

LAGOS, NIGERIA

ANNUAL REPORT OF THE DIRECTORS, CONSOLIDATED AND SEPARATE AUDITED FINANCIAL STATEMENTS

AND OTHER NATIONAL DISCLOSURES

FOR THE YEAR ENDED 31 MARCH 2024

ACADEMY PRESS PLC

REPORT OF THE DIRECTORS, CONSOLIDATED AND SEPARATE AUDITED FINANCIAL STATEMENTS AND OTHER NATIONAL DISCLOSURES

FOR THE YEAR ENDED 31 MARCH 2024

TABLE OF CONTENTS	PAGE
Corporate Information	3
Report of the Directors	4
Corporate governance report	8
Statement of Directors' Responsibilities in relation to the Preparation of the Financial Statements	13
Statement for Corporate Responsibilities for the Financial Statements	14
Report of the Audit Committee	15
Statement on internal controls over financial reporting	16
Management's annual assessment of, and report on the entity's internal control over financial reporting	17
Independent auditor's attestation report on management's assessment of internal control over financial	18
reporting

Independent Auditor's Report	20
Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income	25
Consolidated and Separate Statements of Financial Position	26
Consolidated and Separate Statements of Changes in Equity	28
Consolidated and Separate Statements of Cash Flows	29
Notes to the Consolidated and Separate Financial Statements	31
Other National Disclosures:
Value Added Statement - Group & Company	91
Five-year financial Summary - Group	92
Five-year financial Summary - Company	93

ACADEMY PRESS PLC

REPORT OF THE DIRECTORS, CONSOLIDATED AND SEPARATE AUDITED FINANCIAL STATEMENTS AND OTHER NATIONAL DISCLOSURES

FOR THE YEAR ENDED 31 MARCH 2024

CORPORATE INFORMATION
DIRECTORS
	Mr. Wahab. B. Dabiri	Chairman
	Mr. Olugbenga Ladipo	Managing Director/Chief Executive Officer
	Mr. Paul Aderibigbe	Executive Director
	Mrs. Oluwakemi Ogunnubi	Executive Director (Appointed 02/11/2023)
	Mr. Oyewole Olaoye	Non-Executive Director
	Mr. Pritchard David (British)	Non-Executive Director
	Mrs. Folashade. B. Omo-Eboh	Non-Executive Director
	Mr. Femi Akingbe	Non-Executive Director
REGISTERED OFFICE:	28/32, Industrial Avenue,
	Ilupeju Industrial Estate,
	Ilupeju, Lagos.
	Tel: 09030001367, 09030001368 & 08023226702
	Email: applc@academy press- plc.com
	www.academypress-plc.com
INDEPENDENT AUDITOR	Ernst & Young
	10th & 13th Floors, UBA House
	57, Marina, Lagos
	Nigeria
	E-mail:services@ng.ey.com
SOLICITOR	Steam Solicitors & Co
	OPIC Plaza, 1st Floor suite 117
	Mobolaji Bank - Anthony Way
`	Ikeja Lagos
	Nigeria
BANKERS	First Bank of Nigeria Limited
	Guaranty Trust Bank Plc
	Union Bank of Nigeria Plc
	Wema Bank Plc
	Zenith Bank Plc.
	First City Monument Bank
	Fidelity Bank Plc
	United Bank for Africa Plc
	Sterling Bank Plc
	Access Bank Plc
	Globus Bank
REGISTRAR	Pace Registrars Limited,
	Knight Frank Building (8th floor),
	24, Campbell Street, Lagos.
	Tel: 01-2635607,01-7303445,01-2805538
	E-mail: Info @ paceregistrars.Com
SECRETARY	Alpha-Genasec Limited,
	Krestal Laurel Complex (4th Floor),
	376,Ikorodu road, Maryland, Ikeja, Lagos

Tel: 234(0)8062272121

E-mail:alpha-genasec@bakertilly.com

ACADEMY PRESS PLC

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 MARCH 2024

The Directors have the pleasure in presenting their report on the affairs of Academy Press Plc ("the Company") together with its subsidiaries ("the Group"), the consolidated and separate audited financial statements of the Group and the Company and other national disclosures for the year ended 31 March 2024.

Legal form

Academy Press Plc was incorporated in Nigeria as a private limited liability Company on the 28th of July 1964 and by a special resolution became a public limited liability Company on the 22nd of October 1991. The certificate of incorporation number for the Company is RC 3915.The Company offered its shares to the public in November 1994 and these shares were listed on the Nigerian Stock Exchange on the 15th of June 1995.

Principal activities

The Company carries on its business as printers of educational and general books, commercial printing of diaries, labels, calendars, periodicals, annual reports, confidential and other printing. The subsidiaries are involved in security printing, flexibility printing and light packaging.

Statement of affairs

In the opinion of the Directors, the state of the Group's and the Company's affairs is satisfactory and there has been no material change since the reporting date which would affect the financial statements as presented.

Results for the year
	The Group		The Company
	2024	2023	2024	2023
	₦'000	₦'000	₦'000	₦'000
Revenue	4,508,327	4,498,888	4,110,751	4,007,849
	======	======	======	======
Profit before taxation	264,176	244,055	205,055	282,389
Income tax expense	(190,565)	(214,528)	(135,885)	(160,174)
Profit after taxation	73,611	29,527	69,170	122,215
	======	========	======	========
Total equity	141,287	143,276	508,287	514,717
	======	========	======	========

Dividend

The directors have recommended a dividend payment of 10k per share for the year ended 31 March 2024 which is subject to approval by the shareholders at the forthcoming Annual General Meeting (2023:10k).

Property, plant and equipment

Information relating to movement in property, plant and equipment is shown in Note 17 to the financial statements. In the opinion of the Directors, the market values of the Group's and the Company's properties are not less than the value shown in consolidated and separate financial statements.

Directors' interest in contracts

None of the Directors has notified the Group and the Company for the purpose of Section 303 of the Companies and Allied Matters Act, 2020 of any disclosable interest in contracts with which the Group and the Company are involved as at 31 March 2024.

Donations

The group and the Company made no donation to a charitable organisation during the year ended 31 March 2024 (2023: N595,000).

	The Group		The Company
	2024	2023	2024	2023
	₦'000	₦'000	₦'000	₦'000
Ilupeju Police Station	-	125	-	125
Ilupeju Senior Secondary School	-	470	-	470
	-	595	-	595
	======	======	======	======

ACADEMY PRESS PLC

REPORT OF THE DIRECTORS- CONTINUED

FOR THE YEAR ENDED 31 MARCH 2024

Directors

The names of the Directors at the date of this report and of those who held office during the year are as follows:

Mr. Wahab. B. Dabiri	Chairman
Mr. Olugbenga Ladipo	Managing Director/Chief Executive Officer
Mr. Paul Aderibigbe	Executive Director
Mrs. Folashade. B. Omo-Eboh	Non-Executive Director
Mr. Pritchard David (British)	Non-Executive Director
Mr. Oyewole Olaoye	Non-Executive Director
Mr. Femi Akingbe	Non-Executive Director
Mrs. Oluwakemi Ogunnubi	Finance Director

SHARE HOLDINGS AND SUBSTANTIAL INTEREST IN SHARES

The issued and fully paid share capital of the Group as at 31 March 2024 was beneficially owned as follows:

	31 March 2024
Name	Number of
shareholding		Nominal value

		%	₦
Alidan Investment	186,244,187	24.64	93,122,094
Limited

West African Book	79,170,000	10.47	39,585,000
Publishers Limited

Hambleside Limited	-	-	-

Others	490,585,813	64.89	245,292,907
	756,000,000		378,000,001
	=========		=========
Summary of the shareholding position is as follows:
Number of shares issued
Number of shares outstanding
Number of shares in the name of the Group
			31 March 2024
			Number of
			shareholding
Nigeria (Corporate and individual)		755,081,295
Foreign Investors			918,705
			756,000,000
			===========
Material interest in shares (5% and above)
Name			Holdings
Alidan Investment Limited		186,244,187
West African Book Publishers Limited		79,170,000
Hambleside Limited			-

	31 March 2023
Number of
shareholding		Nominal value
	%	₦
105,098,182	13.9	52,549,091
78,600,000	10.4	39,300,000
75,554,010	9.99	37,777,005
496,747,808	65.71	248,373,904
756,000,000		378,000,000
=========		=========
	2024	2023
	756,000,000	756,000,000
	-	-
	NIL	NIL
	31 March 2023
	Number of
%	shareholding	%
99.88	676,171,735	89
0.12	79,828,265	11
100	756,000,000	100
===	==========	===
%	Holdings	%
24.64	105,098,183	13.9
10.47	78,600,000	10.4
-	75,554,010	9.90

ACADEMY PRESS PLC

REPORT OF THE DIRECTORS- CONTINUED

FOR THE YEAR ENDED 31 MARCH 2024

ACTIVE SHAREHOLDERS - Summary as at 31 March 2024
RANGE	No. Of Holder	Units	Unit %
1 - 1,000	1,177	362,568	0.05
1,001 -5,000	928	2,399,357	0.32
5,001 -10,000	432	3,139,829	0.42
10,001 -20,000	1,140	17,747,100	2.35
20,001 -50,000	542	17,182,798	2.27
50,001 - 100,000	222	16,218,839	2.15
100,001 - 1,000,000	247	74,705,542	9.88
1,000,001 - 5,000,000	47	107,951,640	14.28
5,000,001 - 10,000,000	9	68,100,115	9.01
10,000,001 - Above	12	448,192,212	59.28
	4,756	756,000,000	100
	=====	==========	=====
ACTIVE SHAREHOLDERS - Summary as at 31 March 2023
RANGE	No. Of Holder	Units	Unit %
1 - 1,000	1,045	474,781	0.06
1,001 -5,000	833	2,758,760	0.36
5,001 -10,000	443	4,157,001	0.55
10,001 -20,000	1,071	18,393,453	2.43
20,001 -50,000	453	17,235,563	2.28
50,001 - 100,000	185	16,128,184	2.13
100,001 - 1,000,000	209	81,685,602	10.80
1,000,001 - 5,000,000	43	109,255,845	14.45
5,000,001 - 10,000,000	12	113,267,798	14.98
10,000,001 - Above	8	392,643,013	51.94
	4,302	756,000,000	100
	=====	==========	===

Group information

Subsidiaries

The consolidated financial statements of the Group include:

Name	Principal activities	Country of	% of equity interest
incorporation

			2024	2023
Lithotec Limited	Printing services	Nigeria	65.16%	65.16%

Academy Press
Specialised Printing
Services Limited
(APSPSL)	Printing services	Nigeria	63.57%	63.57%

Directors' interest in shares

Directors' interest in the issued share Capital of the Company as recorded in the register of Members and/or as notified by

them for the purpose of Section 301 and 302 of the Companies and Allied Matters Act, 2020 and in compliance with the listing requirements of the Nigerian Stock Exchange are as follows:

	As at 31 March 2024	As at 31 March 2023
	Direct	Indirect	Direct	Indirect
Mr. Olugbenga Ladipo	10,863,316	-	10,863,316	-
Mr. Wahab B. Dabiri	438,750	-	438,750	-
Mr. Paul Aderibigbe	600,000	-	600,000	-
Mrs. Folashade B. Omo- Eboh	3,018,750	-	3,018,750	-
Mr. Pritchard David (British)	734,933	-	734,933	-
Mr. Oyewole Olaoye	1,500,000	-	1,500,000	-

ACADEMY PRESS PLC

REPORT OF THE DIRECTORS- CONTINUED

FOR THE YEAR ENDED 31 MARCH 2024

Employment and employees

Employment of Physically Challenged Persons

It is the Group and the Company's policy that there is no discrimination in considering applications for employment including those from physically challenged persons. All employees whether or not physically challenged are given equal opportunities to develop their expertise and knowledge and to qualify for promotion in furtherance of their careers. The Company has two (2) physically challenged person in her employment as at 31 March 2024 and in its comparative year 2023.

Welfare

The Group and the Company is registered with a Health Management Organisation (HMO) - (Clearline International Limited). Staff, spouse and 4 children choose a primary health care provider, where cases of illness are referred for treatment. The Company also provides healthcare facilities for its staff whilst all essential safety regulations are observed in the factories and offices to guarantee maximum protection of employees at work.

Training

Staff are kept up-to-date about techniques in the industry through various in-house and outside training courses. The Company attaches great importance to training and all categories of staff attend courses or seminars as considered necessary by the Company's management.

Financial commitments

The directors are of the opinion that all known liabilities and commitments have been taken into account. These liabilities are relevant in assessing the Group and the Company's state of affairs.

Events after the reporting period

As stated in Note 34, the Directors are of the opinion that there are no events after the reporting period that could have material effect on the Group's and Company's financial statements that had not been adequately provided or disclosed in these consolidated and separate financial statements.

Format of financial statements

The consolidated and separate financial statements of Academy Press Plc have been prepared in accordance with the reporting and presentation requirement of IFRS Accounting Standards issued by the International Accounting Standards Board (IASB), the provisions of the Companies and Allied Matters Act, 2020 and the requirements of the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

Independent Auditor

Ernst & Young have indicated their willingness to continue in office as Independent Auditor to the Company in accordance with Section 401(2) of the Companies and Allied Matters Act, 2020. A resolution will be proposed at the Annual General Meeting empowering the Directors to fix their remuneration.

BY ORDER OF THE BOARD

Joshua O. Adeoye

FRC/2014/ICSAN/00000008037 for: Alpha -Genasec Limited

COMPANY SECRETARY LAGOS, NIGERIA

30th June, 2024

ACADEMY PRESS PLC

CORPORATE GOVERNANCE REPORT

FOR THE YEAR ENDED 31 MARCH 2024

Corporate governance principles, rules and regulatory requirements of the Nigerian Stock Exchange and Securities and Exchange Commission have indeed been an integral part of the way Academy Press Plc. conducts its business.

Good corporate governance is an essential part of the Board of Academy Press Plc. Our Company's governance structure and practices of the board is in line with applicable local legislation and international best practices including compliance with the Code of Corporate Governance for Public Companies issued by Security and Exchange Commission. Academy Press has always been guided by a strong conviction of adhering to transparency, accountability, good management practices and integrity through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

The Group and the Company believe that the implementation of global best practices and corporate governance principles would help to achieve commitment and goals to enhance stakeholders' value. We present in detail, a statement of how the Board conducted its activities during the financial year ended 31 March 2024.

THE BOARD

The governance of the Group resides with the Board of Directors who are accountable to shareholders for creating and delivering sustainable value through the management of the Group's business. The Board is responsible for oversight function of long-term strategic planning, policy formulation and assessment of risk that the Group may be exposed to in the ordinary course of business. The is also responsible for evaluating and directing the implementation of the Group and the Company's internal control procedures including maintaining a sound system of internal control to safeguard shareholders' investments the group's and the Company's assets. These functions of the Board are guided by the provision of Securities and Exchange Commission (SEC) code, the Companies and Allied Matters Act, 2020 and the requirements of the Financial Reporting Council of Nigeria Act No.6. 2011, the Company's Articles of Association and other relevant laws and regulations. These oversight functions of the Board of Directors are exercised through its various Committees.

COMPOSITION OF THE BOARD

The Board of Directors of Academy Press Plc is comprised of experienced people with significant achievements in their respective profession. The Board has overall responsibility for ensuring that the Company is appropriately managed and achieves its strategic objectives. The Company's Articles of Association provide that the Company's Board shall consist of not more than 8 Directors.

During the year the Board comprised of eight (8) Directors; five (5) non-executives and three (3) executives. The board Chairman is non - executive, with a mix of executive and non-executive Directors, all bringing high level of competencies and experience, with enviable records of achievement in their respective fields.

The Board meets regularly to set broad policies for the Company's business and operations, and ensures that a professional relationship is maintained with the Company's auditors in order to promote transparency in financial and non- financial reporting.

ACADEMY PRESS PLC

CORPORATE GOVERNANCE REPORT - CONTINUED

FOR THE YEAR ENDED 31 MARCH 2024

RESPONSIBILITIES OF THE BOARD AND CORPORATE GOVERNANCE:

The Board is responsible for the review of goals, major plans of action, annual budget and business plans with overall strategies setting performance objectives, monitoring implementation and corporate performance and overseeing major capital expenditure in the approved budget. In compliance with International Best Practices, there is separation of powers between the Chairman and the Managing Director, as they play distinct roles, with responsibilities which should not be domiciled with one individual. The Chairman's main responsibility is to lead and manage the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities. He is also responsible for ensuring that Directors receive accurate, timely and clear information to enable the Board take informed decisions and provide advice to promote the success of the Group and the Company. The Chairman facilitates the contribution of Directors and promotes effective relationships and open communications between Executive and Non-Executive Directors, both inside and outside the Boardroom.

The Board ensures that proper accounting records are disclosed with reasonable accuracy at any time and that the financial status of the Group and the Company are maintained and also that the financial reporting systems comply with the Companies and Allied Matters Act, 2020 through the establishment of the Board Committees that make recommendations and taking decisions on issues of expenditure that may arise outside the normal meeting schedule of the full Board. The board ratifies duly approved recommendations and decisions of the Board Committees and also make periodic and regular review of actual business performance relative to established objectives.

The Board meet at least once in a quarter in each financial year and the Board Committee meet at least twice in each financial year. Decisions are taken at the Board meetings by way of resolutions as provided for in the Companies and Allied Matter Act, 2020. Detail of attendance by each of the Directors at Board meetings are shown in the table below;

MEETINGS	1	2	3	4	5
NAMES	27/04/2023	26/06/2023	13/09/2023	12/05/2023	28/02/2024
Mr. Wahab B. Dabiri	√	√	√	√	√
Mrs. Folashade B. Omo- Eboh	√	√	√	√	√
Mr. Oyewole Olaoye	√	√	√	√	√
Mr. David Pritchard	√	√	√	√	√
Mr. Femi Akingbe	√	√	√	√	√
Mr. Olugbenga Ladipo	√	√	√	√	√
Mr. Paul Aderibigbe	√	√	√	√	√
Mrs. Oluwakemi Ogunnubi	-	-	-	√	√

In accordance with Section 284 (2) of the Companies and Allied Matter Act, 2020 the record of Directors' attendance and meetings during the year 2023/2024 is available for inspection at the Annual General Meeting. The meetings of the Board were presided over by the Chairman and the Board met five (5) times during year. Written notices of the Board meetings, along with the agenda, were circulated at least seven days before the meetings. The minutes of the meetings are appropriately recorded and circulated.

ACADEMY PRESS PLC

CORPORATE GOVERNANCE REPORT - CONTINUED

FOR THE YEAR ENDED 31 MARCH 2024

BOARD COMMITTEES:

The Board carries out its oversight functions through the under-listed committees:

RISK MANAGEMENT/STRATEGY COMMITTEE

The Committee, members has oversight responsibility for operational/strategies development and implementation, emerging sectorial and technological development, review of equipment needs and acquisition, new business concern review and implementation, products prospects and market expansion strategies. It also reviews the risk management structure and monitor the risks on continuous basis. The risk management/strategy committee held three (3) meetings during the year ended 31st March, 2024. Detail of attendance by each of the Committee, members of the Risk Management / Strategic Committee are

shown in the table below.

MEETINGS	1	2	3
NAMES	08/01/2023	26/01/2024	27/03/2024
Mr. Femi Akingbe	√	√	√
Mr. Oyewole Olaoye	√	√	√
Mr. David Pritchard	√	√	√
Mr. Olugbenga Ladipo	√	√	√
Mr. Paul Aderibigbe	√	√	√
Mrs. Oluwakemi Ogunnubi	-	√	√

FINANCE AND CONTROL COMMITTEE

The Finance and Control Committee is responsible for reviewing of business plan, annual budget and control, financing arrangement, options, capital restructuring, the review of balance sheet, management accounts, credit/debt management and material control. The Committee, members held three (3) meetings during the year ended 31st March, 2024. Detail of attendance by each of the Committee, members of the Finance and Control Committee are shown in the table below.

MEETINGS	1	2	3
NAMES	08/01/2023	26/01/2024	27/03/2024
Mr. Femi Akingbe	√	√	√
Mrs. Folashade B. Omo- Eboh	√	√	√
Mr. Olugbenga Ladipo	√	√	√
Mr. Paul Aderibigbe	√	√	√
Mrs. Oluwakemi Ogunnubi	-	√	√

GOVERNANCE AND REMUNERATION COMMITTEE

The Committee, members is made up of three members who are responsible for the development and evaluation of the Company's internal organization and process, identifying qualified senior executives and ensuring that the Company's operating and remuneration policies support the successful recruitment, development and retention of directors and managers. The Committee, members held three (3) meetings in the financial year ended 31st March, 2024. Detail of attendance by each of the Committee, members of the Governance and Remuneration Committee are shown in the table below.

MEETINGS	1	2	3
NAMES	08/02/2023	23/01/2024	26/03/2024
Mr. Oyewole Olaoye	√	√	√
Mr. David Pritchard	√	√	√
Mrs. Folashade B. Omo- Eboh	√	√	√

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