& Medical Gases Nigeria Plc Annual Report and Financial statements For the year ended 31 December 2024

Industrial & Medical Gases Nigeria Plc

Annual Report and Financial statements For the year ended 31 December 2024

Corporate information

Registration number: RC 2035

Tax Identification Number: 00864426-0001

Board of directors:

Names

Mr. Aminu Ado Mr. Ayodeji Oseni

Mr. Oyeniyi Olawale Oyedele Mr. Adebayo Adeleke

Mr. Adeshina Alayaki Mr. Ishaya Danjuma

Mrs. Adebola Esosa Oluwadeyi

Engr. Funmilola Ojelade (deceased 22.03.2023) Mrs. Olusola Oworu (appointed 23.02.2024)

Engr. Dr. (Mrs.) Patricia Nekpen Opene-Odili (appointed 23.02.2024)

• - Chairman

• - Managing Director

• - Non-executive

• - Non-executive

• - Finance Director

• - Non-executive

• - Non-executive

• - Independent non-executive

• - Independent non-executive

• - Independent non-executive

Company secretary:

Mrs Aderonke Segun-Alabi

Registered office: Registrar: Independent Auditor: Principal bankers:

Plots 1-3, Block H

Oshodi Industrial Estate Oshodi

Lagos State

First Registrar & Investors Services 2 Abebe Village Road

Iganmu

PMB 12692, Marina Lagos

Ernst & Young 10th & 13th Floors, UBA House 57 Marina

Lagos State.

Standard Chartered Bank Nigeria Limited Zenith Bank Plc

United Bank of Africa Plc

Rand Merchant Bank Nigeria Limited First Bank of Nigeria Limited

First City Monument Bank Plc Fidelity Bank Plc

Access Bank Plc

FRC Number

FRC/2013/00000000549

The year at a glance

Directors' report

The directors present their report on the affairs of Industrial & Medical Gases Nigeria Plc ("the Company") together with the financial statements and the auditor's report for the year ended 31 December 2024.

1 Legal status

Industrial & Medical Gases Nigeria Plc (formerly known as BOC Gases Nigeria Plc hereinafter "the Company"), a public company quoted on the Nigerian Stock Exchange in 1979, was incorporated as a public limited liability company on 12 November 1959 under the name Industrial Gases (Nigeria) Limited. The name was changed on 10 July 1961 to Industrial Gases Limited and thereafter to BOC Gases Nigeria Plc on 17 March 1997. The Company was a subsidiary of BOC Holdings Limited, U.K., which held 60% interest in the equity of BOC Gases Nigeria Plc. The Company's registered office address is Plots 1-3, Block H, Oshodi Industrial Estate, Oshodi, Lagos. In August 2021, BOC Holdings UK sold 60% of all the company shares it owned to TY Holdings Limited. The purchase brings TY Holdings Limited's ownership of the Company to 72%, in addition to the 12% of the Company that it already owned prior to this transaction. This change led to the name of BOC Gases Nigeria Plc being changed to Industrial & Medical Gases Nigeria Plc in August 2021, along with a new logo and trademark. Industrial & Medical Gases Nigeria Limited celebrated its first anniversary as a wholly indigenous business in August 2022.

2 Principal activities

The Company engages in the manufacture of Industrial & Medical gases as well as the sale of special gases, welding and medical equipment.

3 Operating results

The following is a summary of the Company's operating results:

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5 Directors and their interests

Direct Indirect Direct Holdings Indirect Holdings Holdings Holdings

Directors' report - continued

Other than as disclosed above, the directors do not have any other interests required to be disclosed under section 301 of the Companies and Allied Matters Act of Nigeria. In accordance with Section 303 of the Companies and Allied Matters Act of Nigeria, none of the Directors has notified the Company of any declarable interests in contracts with the Company.

• 6 Responsibilities of the directors for internal control

  The Board retains full responsibilities for the overall direction and control of the Company. The directors are responsible for the Company's system of internal control and for monitoring effectiveness. They are also responsible for taking such steps as are reasonably available to safeguard the assets of the Company and to prevent and detect fraud and irregularities.

  The directors believe that intelligent risk taking is an important element of the Company's entrepreneurship approach. This means that the business risks need to be managed by applying effective controls. Management is responsible to the Board for the identification and measurement of risks and to confirm that effective systems of controls are in place and that appropriate corrective action is taken.

  Systems of internal controls can provide only reasonable, not absolute assurance against material misstatement or loss. Systems of internal control exercised by the Board include:

  Systems of internal controls exercised by the Board include:

  • i. Delegating authority to management within defined areas of responsibility;

  • ii. Receiving regular reports from management on financial performance and other issues;

  • iii. Ensuring that a continual assessment is made of all risks and that appropriate measures are taken to mitigate the impact of those risks; and

  • iv. Maintaining and directing an effective and independent internal audit function, receiving reports of findings as well as taking action thereon.

• 7 Records of directors' attendance

  Further to the provisions of section 284(2) of the Companies and Allied Matters Act of Nigeria, the records of directors' attendance at Board meetings during the year is available at the Annual General Meeting for inspection. In addition, this is disclosed in the Corporate Governance report.

• 8 Shareholding

  The fully paid shares of the Company as at 31 December were beneficially held as follows:

  2024	2023	2023
  %	%
  TY Holdings Limited	358,001,868	358,001,868	72	72
  Nigerian Citizens and other associations	141,491,778	141,491,778	28	28
  499,493,646	499,493,646	100	100

  2024

  No other shareholder, except as disclosed above, held more than 5% of the issued share capital of the Company at the reporting date.

• 9 Property, plant and equipment

  Information relating to changes in property, plant and equipment is given in Note 18 to these financial statements.

• 10 Gifts and donations

  During the year, the Company made donations/scholarship amounting to N451,000 (2023: N551,000) being scholarship to students of the following schools during the year.

Directors' report - continued

In compliance with section 43(2) of the Companies and Allied Matters Act of Nigeria, the Company did not make any donation or gift to any political party, political association or for any political purpose in the course of the year under review (2023: Nil).

• 11 Business review and future development

  The Company intends to continue fulfilling its objectives as stated in its Memorandum and Articles of Association.

• 12 Major distributors

  The Company has a network of distributors and agents throughout Nigeria in order to ensure that its products are brought as close as possible to end-users. The major agent during the year is Keywe Emakpor- Benin.

• 13 Suppliers

  The Company procures materials (mainly engineering spare parts, liquid gases and welding equipment) from PentAir, Nikiso Cosmodyne, Brother Gas, Airflow in France, Axxella Nigeria, Settala Italy.

  The Company's major local suppliers are Orbit Maritime Limited, SCIB Nigeria and Company Limited, Central Horizon Gas Co Limited, Mantrac Nigeria Limited and Gaslink Nigeria Limited.

• 14 Employment and employees

  • (a) Employment of physically challenged persons

    It is the policy of the Company that there is no discrimination in considering applications for employment including those of physically challenged persons.

  • (b) Health and safety at work and welfare of employees

    Health and safety regulations are in force within the Company's premises and employees are aware of existing regulations. To this end, the Company has various forms of insurance policies, including workmen's compensation and group life insurance, to adequately secure and protect its employees.

  • (c) Employees' involvement and training

    The Company places considerable value on the involvement of its employees and has continued its practice of keeping them informed on matters affecting them as employees and on the various factors affecting the performance of the Company.

    Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests. Training is carried out at various levels through in-house and external courses. Management, professional and technical expertise are the Company's major assets and the Company has continued the investment in developing such skills.

  • (d) Dissemination of information

    In order to maintain shared perception of our goals, the Company is committed to communicating information to employees in as fast and effective a manner as possible. The Company considers this critical to the maintenance of team spirit and high employee morale.

Directors' report - continued

• 15 Related party transactions

  In terms of the Nigerian Exchange Group ("NGX") disclosures on rules governing transactions with related party or interested persons, effective 1 November 2014, the company obtained N5.5B loan from related party during the course of the financial year which exceeded 5% of the net tangible assets and also exceeded 5% of issued share capital.

  The Company obtained N5.5B from related party, the aggregate value of which exceeded 5% of the Revenue/Income, have been carried out during the financial year ended 31 December 2024.

  Details of all related party transactions during the year are disclosed in Note 35 to these Financial Statements.

• 16 Independent auditor

  Messrs. Ernst & Young have expressed their willingness to continue in office as the Company's independent auditor in accordance with Section 401(2) of the Companies and Allied Matters Act, 2020. A resolution will be proposed at the Annual General Meeting to authorize the Directors to fix their remuneration.

  BY ORDER OF THE BOARD

  Aderonke Segun-Alabi (Mrs)

  Company Secretary

  FRC/2021/PRO/ICSAN/002/00000024129

Lagos, Nigeria 21-03-2025

BY ORDER OF THE BOARD

Industrial & Medical Gases Nigeria Plc Annual report and financial statements For the year ended 31 December 2024

Corporate governance report

Industrial & Medical Gases Nigeria Plc remains committed to ensuring that fair, honest and understandable business practices are integrated into the organizational culture. Sound corporate governance is a way of life within the Company and best practices are followed.

Governance principles are incorporated into all Company's structures, systems and policies which are constantly reassessed and reviewed to ensure that continuous compliance and best practice is adhered to.

Industrial & Medical Gases Nigeria Plc continues to implement the corporate governance rules of the Securities and Exchange Commission as well as those of The Nigerian Stock Exchange.

(a) The Board

The Board of Directors is responsible for setting the direction of the Company by establishing strategic objectives and key policies. The Board monitors compliance with the approved policies and achievements against objectives through quarterly performance reporting and budget updates.

Appointment to the Board are confirmed at its meetings for the new persons either introduced to the Board or short-listed respondents to its advertisement.

The Board ensures that new Directors, over time, but as soon as possible after joining the Board, receive induction and training. Board meetings are held formally four times a year and ad-hoc meetings are arranged as necessary. Where directors are unable to attend any particular Board meeting, they communicate comments they may have regarding the agenda and general items to the Chairperson to be raised at the relevant meeting.

The agenda and relevant supporting documents are distributed to the directors well before each Board meeting. During the meeting, the appropriate executive director explains and motivates business items where decisions are required. The directors have unrestricted access to all Company information and records.

The attendance schedule for the year is on Note (e) below.

• (b) Composition of the Board

  The Board is made up of five (5) Non-Executive Directors (including the Chairman), two (2) Independent Non-Executive Director and two (2) executive directors:

  Five non-executive directors Mr. Aminu Ado

  Two executive directors

  Oyeniyi Olawale Oyedele Adebayo Adeleke

  Ayodeji Oseni - Managing Director Adeshina Alayaki - Finance Director

  Mr. Ishaya Danjuma

  Mrs. Adebola Esosa Oluwadeyi

  Two Independent non-executive director

  Engr Funmilola Ojelade (Deceased 22/03/23)

  Mrs. Olusola Oworu (appointed 23/02/2024)

  Engr. Dr. (Mrs.) Patricia Nekpen Opene-Odili (appointed 23/02/2024)

• (c) The Chairman and Managing Director

  The roles of the Chairman and the Managing Director are separate to ensure a balance of power and authority, so that no individual has unfettered powers in decision making.

  The Chairman has no executive functions, but provides overall leadership of the Board. He, in conjunction with other non-executive directors, monitors and evaluates the performance of the Managing Director to ensure that the strategic and operational objectives of the Company are achieved.

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Industrial & Medical Gases Nigeria Plc Annual report and financial statements For the year ended 31 December 2024 Corporate governance report - continued

• (d) Rotation of directors

  At the Annual General Meeting to be held in June 2025, shareholders will be asked to re-elect the directors that are retiring by rotation, Messrs. Olawale Oyedele and Adebayo Adeleke in line with Sec 285(2) of the Company & Allied Matters Act of 2020 and the Company's Articles of Association.

• (e) Board committees

  While the Board remains accountable and responsible for the performance and affairs of the Company, it delegates to management and Board committees certain functions to assist in discharging its duties properly. Each Board committee acts within agreed, written terms of reference. The Chairman of each Board committee reports and provides minutes of committee meetings at scheduled Board meetings.

  The Board committees' chairmen and members are non-executive directors. The executive directors attend Board committee meetings by invitation. The established committees are shown below:

Committee Statutory Audit Purpose

Composition Meetings

Emmanuel Okafor (Chairman) Mr. Bello Owonikoko

Mr. Kenneth Nwosu Mr. Adebayo Adeleke The Committee's functions are as stated in section 404 (6) of the Companies and Allied Matters Act.

Two non-executive directors

Met four times during the year.

Mrs. Olusola Oworu (Appointed as member 23/02/2024)

Ad-hoc Committee Project & Investment

Mr. Ishaya Danjuma (Chairman) Mrs. Adebola Esosa Oluwadeyi Engr. Dr. Patricia Opene-Odil(Appointed as member 23/02/2024)

The Committee reviews the ongoing projects for the company's Five-year strategic expansion programme after becoming fully indigenous.

Five Non Executive Directors Met four times during the year

Mr. Olawale Oyeniyi Oyedele Mr. Adebayo Adeleke

Committees Nomination, Governance, Retirement & Remuneration Committee

Purpose

Composition Meetings

Mrs. Adebola Esosa Oluwadeyi (Chairperson)

Oyeniyi Olawale Oyedele Mr. Ishaya Danjuma Determines and makes recommendation to the Board on the framework, policy, cost of executive and senior management remuneration. Determines and recommends the executive directors and other senior employees are adequately remunerated. The remuneration of Directors, as well as the fees, reimbursable travel and hotel expenses as well as any other allowances and benefits are approved by the Board as advised/recommended by the Nomination, Governance, Retirement and Remuneration Committee.

Three Non Executive Directors and one Independent Non Executive Met six times during the year.

Reviews and advises on the general principles under with compensation, training, succession plans and performance management are applied to senior employees of the Company.

Risk

Adebayo Adeleke (Chairman) Oyeniyi Olawale Oyedele Mrs. Adebola Oluwadeyi Monitors and reviews the Company's policies, practices, risks compliance with corporate governance principles and regulations.

Two Non-executive directors and one Independent non executive director

Met four times during the year.

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