MAY AND BAKER NIGERIA PLC CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED '31 DECEMBER 2025
Corporate information i
Share free float analysis ii
Management's report on assessment of internal control over financial reporting iii
Certification of Management's assessment of internal control over financial reporting iv
Attestation v
Statement of Directors' responsibilities in relation to the consolidated financial
statements 1
Independent auditor's report 2-7
Consolidated statement of profit or loss and other comprehensive income 8
Consolidated statement of financial position 9
Consolidated statement of changes in equity 10
Consolidated statement of cash flows 11
Notes to the consolidated financial statements 12-63
Other national disclosures:
Consolidated statement of value added 64
Financial summary 65-66
For management use:
Detailed profit or loss and other comprehensive income account 67-69
BOARD OF DIRECTORS:
Senator Daisy E. Danjuma - Chairman
Mr Patrick Ajah - Executive Director (MD/CEO)
Mr. Aboderin S. A. - Executive Director (CFO)
Dr. Rahila Ilegbodu - Non-executive Director (Independent)
Mr. Kolawole Olalekan Durojaiye - Non-executive Director
Mr. Michael Odumodu - Non-executive Director (Independent)
Mr. Osagie Omenai - Non-executive Director
Chief S. M. Onyishi - Non-executive Director
SECRETARIES: - Marina Nominees Limited
233 Ikorodu Road, Ilupeju, Lagos.
REGISTRATION NO.: - 558
REGISTERED OFFICE: - 3/5 Sapara Street, Ikeja.
REGISTRAR: - Veritas Registrars Limited
Plot 89A Ajose Adeogun Street, Victoria Island Extension, Lagos.
INDEPENDENT AUDITORS: -
Grant Thornton Nigeria (Chartered Accountants)
2a,Ogalade Street, Off Ologun street, Off Adeola Odeku Street, Victoria Island
Lagos, Nigeria.
SOLICITORS: - Nnenna Ejekam & Associates
70A Itafaji Road, Dolphin Estate, Ikoyi Lagos, Nigeria
BANKERS: - Bank of Industry
First City Monument Bank Limited Fidelity Bank Plc
First Bank of Nigeria Limited Guaranty Trust Bank Limited Standard Chartered Bank Limited Zenith Bank Plc
Citibank Limited Sterling Bank Plc
MAY AND BAKER PLC
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
Free Float Computation
Company Name: May & Baker Nigeria Plc
Board Listed : Main Board
Year End: December
Reporting Period: Quarter 4 Ended 31 December 2025 Share Price at end of reporting peri N19.00k (2024: N5.25K)
Shareholding Structure /Free Float Status
Description | 31-Dec-25 | 31-Dec-24 | |||
Unit | Percentage | Unit | Percentage | ||
Issued Share Capital | 1,725,234,886 | 100.00% | 1,725,234,886 | 100% | |
Substantial Shareholdings (5% and above) | |||||
T.Y.Holdings | 720,878,543 | 41.78% | 720,878,543 | 41.78% | |
Onyishi Maduka Samuel | 266,564,690 | 15.45% | 266,564,690 | 15.45% | |
Total Substantial Shareholdings | 987,443,233 | 57.24% | 987,443,233 | 57.24% | |
Directors' Shareholdings (direct | |||||
Senator Daisy Danjuma (Indirect) | Representing Oil Tech Nigeria Ltd Representing Osis Yukiv Ltd | 14,874,759 | 0.86% | 14,874,759 | 0.86% |
11,088,000 | 0.64% | 11,088,000 | 0.64% | ||
Mr. Patrick Ajah | 2,000 | 0.00% | 2,000 | - | |
Dr. E. Abebe (Direct) | - | 0.00% | 2,012,551 | 12.00% | |
Dr. (Mrs.) Rahila Ilogbodu | Representing Maydav Multi Resources Ltd | 45,073,864 | 2.61% | 45,073,864 | 2.61% |
Mr. Michael C. Odumodu (Indirect) | Representing Seravac Nigeria Ltd | 54,134,958 | 3.14% | 54,134,958 | 3.14% |
Representing J.I. Odumodu | 3,617,198 | 0.21% | 3,617,198 | 0.21% | |
Aboderin A.S | 93,500 | 0.01% | 93,500 | 0.01% | |
Durojaiye Kolawole Olalekan | 390,485 | 0.02% | 390,485 | 0.01% | |
Osagie Omenai | - | 0.00% | - | 0.00% | |
Other Directors' Shareholdings | 129,274,764 | 7.49% | 131,287,315 | 19.14% | |
Total Directors' Shareholdings | 1,116,717,997 | 64.73% | 1,118,730,548 | 76.38% | |
Free Float in Units and Percentage | 608,516,889.00 | 35.27% | 606,504,338.00 | 0.35 | |
Free Float in Value (N) 11,561,820,891.00 5,701,140,777.20
Declaration:
May & Baker Nigeria Plc with a free float percentage of 35.27% as at 31st December, 2025, is compliant with The Exchnage's free float requirements for companies listed on the Main Board.
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
MANAGEMENT'S REPORT ON THE ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING
We are pleased to report that May and Baker Nigeria Plc has completed the management assessment of the internal control over financial reporting for the financial year ended December 31, 2025.
Internal control over financial reporting (ICFR) refers to the systems, policies, and procedures implemented by an organization to ensure the accuracy, reliability, and integrity of its financial statements. These controls are designed to safeguard assets, prevent fraud, and ensure compliance with laws and regulations. They provide reasonable assurance that financial information is complete and accurate, allowing stakeholders to make informed decisions.
We utilized the COSO (Committee of Sponsoring Organizations of the Treadway Commission) framework to evaluate the effectiveness of our internal control over financial reporting. This internationally recognized framework provides a comprehensive approach to assessing internal controls, ensuring reliability and integrity in financial reporting processes.
Our assessment was concluded 90 days before the issuance of our financial report, aligning with regulatory requirements and demonstrating our commitment to timely reporting.
However, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate
……………………………..
Based on the assessment performed, the management of May and Baker Nigeria Plc is pleased to confirm that our assessment shows that our internal control over financial reporting is effective. There were no material weaknesses identified as of December 31, 2025.
……………………………..
Daisy Danjuma Mr.Aboderin Ayodeji S.
Chairman. Finance Director /CFO
FRC/2020/003/00000020890 FRC/2014/ICAN/00000008270
Dated: 26 March 2026 Dated: 26 March 2026
MAY AND BAKER PLC
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
STATEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING (ICoFR)
CERTIFICATION
We, Mr. Patrick Ajah (The Group Managing Director) and Mr Ayodeji S. Aboderin (the Group CFO) of May and Baker Nigeria Plc, certify that:
we have reviewed this consolidated financial report for May and Baker Nigeria Plc
Based on our knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading concerning the period covered by this report
Based on our knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report
We:
1 are responsible for establishing and maintaining internal controls.
2
3
4
1
2
have designed such internal controls to ensure that material information relating to the Company including thesubsidiaries is made known to such officers and others within those entities particularly during the period in which the annual reports are being prepared;
have designed such internal control system, or caused such internal control
system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes by generally accepted accounting principles;
have evaluated the effectiveness of the company's internal controls and procedures as of a date within 90 days before the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.
We have disclosed, based on our most recent evaluation of the internal control system, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.
We have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls after the date of their evaluation including any corrective actions about significant deficiencies and material weaknesses.
…………………………….. ……………………………..
Mr. Patrick Ajah Mr. Aboderin Ayodeji S.
Managing Director/CEO Finance Director
FRC/2021/003/00000023215 FRC/2014/ICAN/00000008270
Date 26 March 2026 Date 26 March 2026
CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
CERTIFICATION PURSUANT TO SECTION 7(2) OF THE FRCN ACT 2023 (Amended)
We the undersigned hereby certify with regards to the Annual Report and Financial Statements of May & Baker Nigeria Plc and its subsidiaries for the year ended 31 December, 2025 that:
We have reviewed the report;
To the best of our knowledge, the report does not:
contain any untrue statement of a material fact, or
omit to state a material fact, which would make the statements misleading in the light of the circumstances under which such statements were made;
We have examined the report to ascertain whether or not there were significant changes or other factors that could significantly affect internal controls subsequent to the date of our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
We:
are responsible for establishing and maintaining internal controls.
have designed such internal controls to ensure that material information relating to the Company including thesubsidiaries is made known to such officers and others within those entities particularly during the period in which the annual reports are being prepared;
have evaluated the effectiveness of the Company's internal controls as of date and within 90 days prior to the report;
have presented in the report our conclusions about the effectiveness of the internal controls based on our evaluation as of that date;
To the best of our knowledge, the financial statement and other financial information included in the report fairly present in all material respects the financial condition and results of operation of the Company as at 31st December, 2025 and for the periods presented in the report.
…………………………….. ……………………………..
Mr. Patrick Ajah Mr. Aboderin Ayodeji S.
Managing Director/CEO Finance Director/CFO
FRC/2021/003/00000023215 FRC/2014/ICAN/00000008270
Date 26 March 2026 Date 26 March 2026
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RELATION TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors accept responsibility for the preparation of the accompanying consolidated financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgements and estimates in accordance with the International Financial Reporting Standards; in compliance with the Financial Reporting Council Act 2023 and in the manner required by the Companies and Allied Matters Act, 2020.
The Directors are of the opinion that the accompanying consolidated financial statements give a true and fair view of the state of the financial affairs of the Company, in accordance with the International Financial Reporting of Standards; in compliance with the Financial Reporting Council of Nigeria Act. 2023, and in manner required by Companies and Allied Matters Act, 2020.
The Directors further accept responsibility for the maintenance of adequate accounting records as required by the Companies and Allied Matters Act, 2020 and for such internal controls as the Directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatements whether due to fraud or error.
The consolidated financial statements have been prepared on a going concern basis. The Directors have made assessment of the company's ability to continue as a going concern and have no reason to believe that the company will not remain a going concern at least 12 months from the date on this consolidated financial statements..
Signed on behalf of the Board of Directors by:
_________________________
Daisy Danjuma Patrick Ajah
Chairman Managing Director
FRC/2020/003/00000020890 FRC/2022/003/00000023215
Dated: 26 March 2026 Dated: 26 March 2026
GrantThorntonINDEPENDENT ATTESTATION REPORT ON MANAGEMENT ASSESSMENT OF THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Shareholders of May & Baker Nigeria Plc
Opinion
We have performed a limited assurance on the effectiveness of May & Baker Nigeria Plc Internal Control Over Financial Reporting as of 31 December 2025, based on FRC Guidance on assurance engagement on Internal Control Over Financial Reporting and International standards on Assurance Engagement (ISAE 3000 Revised), to report on May & Baker Nigeria Plc assessment on the effectiveness of Internal control over financial reporting (ICFR).
Chartered AccourrlaNs
Grant Thornton Nigeria 2A Ogalade Close
Off Ologun Agbaje Street OP Adeola Odeku Street Vidoria Island, Lagos
P.O. Box 5996, Surulere
»«,us ‹ .
T: +2348167149350 T: *2349071259650
Linkedin: grantthomtonnigeria
https://www.gaudhornton.com.ng
The management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's report on the assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the accompanying internal control over financial reporting based on our assurance engagement.
In our opinion, nothing has come to our attention to indicate that the internal control over financial reporting put in place by management is not adequate as of 31 December 2025, based on the Securities and Exchange Commission Guidance on the Implementation of Section 60 - 63 of The Investments and Securities Act 2007 and FRC Guidance on Management Report on Internal Control Over Financial Reporting.
Scope of procedures performedWe conducted our audit in accordance with FRC Guidance on Assurance Engagement Report and the International Standard on Assurance Engagement (ISAE 3000 Revised). Both the Guidance and the standard require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal sontrol over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes ln accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
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Limitations
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management ResponsibilitiesManagement is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying May & Baker Nigeria Plc management's assessment of the Internal Control over Financial reporting as of 31 December 2025 as contained in the accompanying report.
AuditoF 9 ResponsibilitiesOur responsibility is to express a conclusion on the design and operating effectiveness of Internal Control over Financial Reporting based on our Assurance engagement. We conducted our engagement in accordance with the International Standard for Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ('ISAE 3000 (Revised)') and FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting, those standards require that we plan and perform our engagement to obtain limited assurance on the entity's internal control over financial reporting based on our assurance engagement.
Our ApproachThe procedures we performed included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our engagement also included performing such other procedures as we considered necessary in the circumstances. We believe the procedures performed provides a basis for our report on the internal control put in place by management over financial reporting.
Report on Other MattersWe also have audited, in accordance with the International Standards on Auditing, the consolidated and separate financial statements of May & Baker Plc for the year ended 31 December 2025. Our report dated 30 March 2026 expressed an unmodified opinion.
CAN/004/00000005881 FOR: GRANT THORNTON (CHARTERED ACCOUNTANTS)LAGOS, NIGERIA.
Date: 30 March 2026
3
REPORT OF THE INDEPENDENT AUDITORS
To the Shareholders of May and Baker Nigeria Plc
Report on the Audit of the Consolidated and Separate Financial Statements Opinion
We have audited the consolidated and separate financial statements of May and Baker Nigeria
Plc (The "Company"), and its subsidiaries ("The Group"), which comprise of the consolidated and separate statement of financial position as at 31 December 2025, consolidated and separate statement of profit or loss and other comprehensive income, consolidated and separate statement of changes in equity and consolidated and separate statement of cash flows for the year then ended, and notes to the consolidated and separate financial statements, including a summary of significant accounting policies.
Chartered Accountants
Grant Thornton Nigeria
2A Ogalade Close
Off QlogLin Aghâ|e Qtr. Off Ade0IO Odeku Str.
Victoria Island, Lagos
ñ 0. Bob 5996 SUrulere, Lagos - Nigeria.
T 1 2348157149350
I + zs4goz zS96SO
T + 23380€7B4'2477
LirikgdiD. gtanttlJorntonnigeria https://www.grantthornton.com.ng
In our opinion, the accompanying consolidated and separate financial statements present fairly, in all material respects, the consolidated and separate financial position of the Group and the Company as at 31 December 2025, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs), the Financial Reporting Council of Nigeria (Amendment) Act 2023 and the provision of the Companies and Allied Matters Act 2020.
Basis for Opinion
We conducted our audit in accordance with the International Standards on Auditing (ISAs).
Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report.
We are independent of the Group and the Company in accordance with the International Shies Standards Board tar Accountants' Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. 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 consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. For the matter reposed below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor's Responsibilities for the Audit of the consolidated and separate financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond tQ our assessment of the risks of material misstatement of the consolidated and separate financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated and separate financial statement.
Ovi 1. 0kpeWi h•zIiaging Partner/CE0 4
Key Audit atter | Our Responses |
Inventory Valuation (Refer to note 17 of the I/nancia/ statements.) . | Our audit procedures in response to the key audltmatter inc(uded, among others: |
As of 31 December 2025, the directors recognized a total value of inventory amounting to N4.73billior (2024: N8.24biIIion) at net realizable value. |
ensure accurate inventory pricing and valuation. |
Given the significant inventory balance and the leve of management judgment and estimates involved ir determining the standard cost of inventory, we have identified the valuation of inventory asa key audit matter. |
|
This includes assessing the appropriateness oT standard costing methods, evaluating net realizable values, and considering potential inventory obsolescence or slow-moving stock. |
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It was also observed significant system-generated and manual inventory adjustment entries across multiple inventory adjustment and variance accounts relating to finished goods, raw materials, and packaging materials. These adjustments cumulatively amounted to f45,749,289,215.82 (negative}. |
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| |
| |
Conclusion | |
Based on the procedures performed, we found that management's approach to inventory , valuation was reasonable and consistent with applicable accounting standards. |
Other Information
The directors are responsible for the other information. The other information comprises of the Report of the Directors, Corporate Governance Report, Statement of Directors' Responsibilities, Statutory Audit Committee Report, which is expected to be made available to us prior to that date. Other information does not include the ffnancial statements and our auditor's repos thereon.
Our opinion on the financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit. or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regaro. When we read the financial statement, if we conclude that there is a material misstatement therein, we are required to repon that fact.
We have nothing to report in this regard. When we reao the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibilities of Management and those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with lFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated and separate financial statements, management is responsible for assessing the Group and 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 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 consolidated and separate 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 ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to Influence the economic decisions of users taken on the basis of these consolidated and separate financial statements. As part of our audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated and separate 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 omfssfons, 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 circumstance, but not for the purpose of expressing an opinion on the effectiveness of the Group's and 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 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 fn the cortsolidated and separate 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 consolidated and separate financial statements, including the disclosures, and whether the Consolidated and Separate financial statements represent the underlying transaction and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated and separate financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of tne 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, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated and separate 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
The "Fifth Schedule" Companies and Allied Matters Act, 2020 requires that in carrying out our audit we consider and report to you on the following matters. We confirm that:
We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.In our opinion, proper books of account have been kept by the company; and
The Group's and Company's Statement of Financial Position and Statement of Profit or Loss and Other Comprehensive Income are in agreement with the books of account.
In accordance with the requirements of the Financial Reporting Council of Nigeria (FRC) Guidance on Assurance Engagement Report on Internal Control over Financial Reporting:
We performed a limited assurance engagement and reported on management's assessment of the Company's internal control over financial reporting as of December 31, 2025. The work performed was done in accordance with the international Standard for Assurance Engagements Other Than Audits or Reviews of HiStoricat Financia! Information ('ISAE 3000 (Revised)') and FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting, and we have issued an unmodified conclusion in our report on pages 2-3 dated 30 March 2026.
fieg tOyp a, FCA
FRC/2014JPRO/ICAN/004/00000005881 For: GRANT THORNTON
(Chartered Accountants) Lagoa, Nigeria
Date: 30 March 20Z6,
7
MAY AND BAKER NIGERIA PLC
CONSOLIDATED AND SEPARATE STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
The Group The Company
Continuing operations Revenue | Notes 5.1 | 2025 N'000 38,263,204 | 2024 N'000 28,905,150 | 2025 N'000 34,832,661 | 2024 N'000 26,492,519 |
Cost of sales | 5.2 | (25,115,900) | (20,391,697) | (22,960,001) (18,875,987) | |
Gross profit | 13,147,304 | 8,513,453 | 11,872,660 | 7,616,532 | |
Other operating income | 6 | 124,887 | 146,099 | 124,392 | 108,293 |
Distribution, sales and marketing expenses | 7.1 | (3,948,044) | (3,249,627) | (3,407,710) | (2,863,066) |
Administrative expenses | 7 | (3,002,726) | (2,847,271) | (2,946,979) (2,693,884) | |
Operating profit | 6,321,421 | 2,562,654 | 5,642,363 | 2,167,875 | |
Finance income | 8.1 | 711,574 | 407,490 | 674,669 | 367,214 |
Finance costs | 8.2 | (472,247) | (370,115) | (454,356) | (370,115) |
Share of (loss)/Profit in joint ventures | 16.2 | (20,844) | (27,187) | - - | |
Profit before income tax | 6,539,904 | 2,572,842 | 5,862,676 | 2,164,974 | |
Income tax expense | 9 | (2,103,379) | (951,875) (1,871,442) (803,719) | ||
Profit from continuing operations | 4,436,525 | 1,620,966 3,991,234 1,361,255 | |||
Attributable to: | |||||
Equity shareholders | 4,436,525 | 1,620,966 3,991,234 1,361,255 | |||
Other Comprehensive income: | |||||
Items that may be reclassified subsequently to profit or loss: | |||||
Unrealised gain from foreign balance translation | 6.3 | 11,783 | - - - | ||
Other comprehensive income | 11,783 | - - - | |||
Total comprehensive income for the year | 4,448,308 | 1,620,966 3,991,234 1,361,255 | |||
Attributable to: | |||||
Equity shareholders | 4,448,308 | 1,620,966 | 3,991,234 | 1,361,255 | |
Basic and diluted earnings per share (Kobo) - From continuing operations | 10 | 257.15 | 93.96 | 231.34 | 78.90 |
All the profit of the Group is attributable to the Owners of the company as there are no non-controlling interests.
The accompanying explanatory notes and statement of significant accounting policies form an integral part of these consolidated financial statements.
MAY AND BAKER NIGERIA PLC
CONSOLIDATED AND SEPARATE STATEMENTS OF FINANCIAL POSITION AT 31 DECEMBER 2025
The Group The Company
2025 | 2024 | 2025 | 2024 | |||||
Assets | Notes | N'000 | N'000 | N'000 | N'000 | |||
Non current assets | ||||||||
Property, plant and equipment | 12 | 6,310,927 | 5,964,013 | 6,238,989 | 5,903,245 | |||
Intangible assets | 13 | 13,540 | 13,234 | 13,510 | 13,149 | |||
Investment in subsidiaries | 14 | - | - | 3,000 | 3,000 | |||
Investment in Joint Venture | 16 | 1,150,524 | 1,171,368 | 1,326,886 | 1,326,886 | |||
7,474,992 | 7,148,616 | 7,582,385 | 7,246,280 | |||||
Current assets | ||||||||
Inventories | 17 | 4,733,664 | 8,243,687 | 3,848,128 | 7,538,884 | |||
Trade and other receivables | 18 | 2,229,170 | 1,531,973 | 2,023,349 | 1,289,880 | |||
Other assets | 20 | 4,467,370 | 2,219,988 | 4,027,615 | 1,976,620 | |||
Due from related party | 19.1-2 | 140,666 | 88,354 | 338,104 | 123,406 | |||
Cash and cash equivalents | 21 | 6,569,570 | 3,223,020 | 6,066,382 | 3,126,678 | |||
18,140,440 | 15,307,022 | 16,303,578 | 14,055,468 | |||||
Total assets | 25,615,432 | 22,455,638 | 23,885,963 | 21,301,748 | ||||
Equity and liabilities | ||||||||
Ordinary shares | 22 | 862,617 | 862,617 | 862,617 | 862,617 | |||
Share premium | 22.2 | 3,012,065 | 3,012,065 | 3,012,065 | 3,012,065 | |||
Retained earnings | 23 | 9,356,742 | 5,610,311 | 8,337,004 | 5,035,878 | |||
Asset revaluation reserve | 23.2 | 419,927 | 408,144 | 408,144 | 408,144 | |||
13,651,351 | 9,893,137 | 12,619,830 | 9,318,704 | |||||
Non-current liabilities | ||||||||
Loans and borrowings | 24.3 | 2,254,725 | 1,199,390 | 2,254,725 | 1,199,390 | |||
Post employment benefits | 25.1 | 33,645 | 32,834 | 33,645 | 32,834 | |||
Deferred tax liabilities | 9.3 | 1,297,331 | 1,148,418 | 1,301,214 | 1,139,069 | |||
Deferred fair value gain on loan | 27.2 | 534,255 | 186,491 | 534,255 | 186,491 | |||
4,119,956 | 2,567,132 | 4,123,839 | 2,557,783 | |||||
Current liabilities | ||||||||
Loans and borrowings | 24.3 | 3,345,873 | 3,548,806 | 3,038,972 | 3,216,793 | |||
Trade and other payables | 26 | 2,301,540 | 5,557,266 | 2,152,588 | 5,457,468 | |||
Due to related party | 19.2 | - | - | - | 16,024 | |||
Current tax liabilities | 9.2 | 1,971,674 | 805,841 | 1,725,696 | 651,520 | |||
Deferred fair value gain on loan | 27.1 | 225,039 | 83,456 | 225,039 | 83,456 | |||
7,844,126 | 9,995,369 | 7,142,295 | 9,425,261 | |||||
Total liabilities | 11,964,081 | 12,562,501 | 11,266,134 | 11,983,044 | ||||
Total equity and liabilities | 25,615,432 | 22,455,638 | 23,885,963 | 21,301,748 | ||||
These consolidated financial statements were approved and authorised for issue by the Board of Directors and were signed on its behalf on 26 March 2026.
________________________ | |||
Daisy Danjuma Chairman FRC/2020/003/00000020890 | Patrick Ajah Managing Director (MD-CEO) FRC/2021/003/00000023215 | Ayodeji Aboderin Finance Director/ CFO FRC/2014/ICAN/00000008270 | |
The accompanying explanatory notes and statement of significant accounting policies form an integral part of these consolidated
MAY AND BAKER NIGERIA PLC `
CONSOLIDATED AND SEPARATE STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
Share capital | Share premium | Retained earnings | Asset revaluation reserve | Total | |||||
N'000 | N'000 | N'000 | N'000 | N'000 | |||||
Equity attributable to equity | |||||||||
holders - the Group | |||||||||
At 1 January 2024 | 862,617 | 3,012,065 | 4,506,915 | 408,144 | 8,789,741 | ||||
Changes in equity for 2024: | |||||||||
Profit for the year | - | - | 1,620,966 | - | 1,620,966 | ||||
Dividend declared and paid | - | - | (517,570) | - | (517,570) | ||||
- | - | 1,103,396 | - | 1,103,396 | |||||
At 31 December 2024 | 862,617 | 3,012,065 | 5,610,311 | 408,144 | 9,893,137 | ||||
At 1 January 2025 | 862,617 | 3,012,065 | 5,610,311 | 408,144 | 9,893,137 | ||||
Changes in equity for 2025: Profit for the year | - | - | 4,436,525 | - | 4,436,525 | ||||
Dividend declared and paid | - | - | (690,094) | - | (690,094) | ||||
- | - | 3,746,431 | - | 3,746,431 | |||||
At 31 December 2025 | 862,617 | 3,012,065 | 9,356,742 | 408,144 | 13,639,568 | ||||
Equity attributable to equity | |||||||||
holders - the Company | |||||||||
At 1 January 2024 | 862,617 | 3,012,065 | 4,192,193 | 408,144 | 8,475,019 | ||||
Changes in equity for 2024: | |||||||||
Profit for the year | - | - | 1,361,255 | - | 1,361,255 | ||||
Dividend declared and paid | - | - | (517,570) | - | (517,570) | ||||
- | - | 843,685 | - | 843,685 | |||||
At 31 December 2024 | 862,617 | 3,012,065 | 5,035,877 | 408,144 | 9,318,704 | ||||
At 1 January 2025 | 862,617 | 3,012,065 | 5,035,864 | 408,144 | 9,318,690 | ||||
Changes in equity for 2025: | |||||||||
Profit for the year | - | - | 3,991,234 | - | 3,991,234 | ||||
Dividend declared and paid | - | - | (690,094) | - | (690,094) | ||||
- | - | 3,301,140 | - | 3,301,140 | |||||
At 31 December 2025 | 862,617 | 3,012,065 | 8,337,004 | 408,144 | 12,619,830 |
The accompanying notes and statement of significant accounting policies form an integral part of these consolidated financial statements.
MAY AND BAKER NIGERIA PLC
CONSOLIDATED AND SEPARATE STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
The Group The Company
Notes | 2025 N'000 | 2024 N'000 | 2025 N'000 | 2024 N'000 | ||||
Cash flows from operating activities | ||||||||
Profit for the year | 4,448,308 | 1,620,966 | 3,991,234 | 1,361,255 | ||||
Adjustment for: | ||||||||
Depreciation expenses | 12 | 803,091 | 728,264 | 769,177 | 686,350 | |||
Amortisation of intangible assets | 13 | 3,866 | 3,487 | 3,811 | 3,427 | |||
Finance income | 8.1 | (711,574) | (407,490) | (674,669) | (367,214) | |||
Finance costs | 8.2 | 472,247 | 370,115 | 454,356 | 370,115 | |||
Share of loss in joint ventures | 16.2 | 20,844 | 27,187 | - | - | |||
Employment benefit charged | 25.1 | 24,851 | 14,488 | 24,851 | 14,488 | |||
Income tax expense | 9 | 1,954,466 | 789,939 | 1,709,297 | 636,338 | |||
(Profit)/loss on disposal of property, plant and equipment | 6 | (10,640) | (2,133) | (11,659) | (1,147) | |||
Impairment on trade and other receivable | 18 | 57,968 | (4,070) | 13,567 | (6,314) | |||
7,063,427 | 3,140,754 | 6,279,965 | 2,697,298 | |||||
Changes in: | ||||||||
(Increase(/Decrease in Inventories | 17 | 3,510,023 | (1,735,597) | 3,690,756 | (1,108,387) | |||
Decrease (Increase) in trade and other receivables | 18 | (755,165) | (502,493) | (747,036) | (388,793) | |||
(Increase)/Decrease in other assets | 20 | (2,247,382) | 551,076 | (2,050,995) | 648,981 | |||
(Increase)/decrease in due from related party | 19.1-2 | (52,312) | (20,853) | (214,698) | (1,445) | |||
Increase (Decrease)in trade and other payables | 26 | (3,281,054) | 2,343,755 | (3,332,550) | 2,421,496 | |||
(Decrease)/increase in due to related party | 19.2 | - | - | (16,024) | 16,024 | |||
Increase (decrease) inDeferred fair value gain | 27.2 | 489,347 | (144,763) | 489,347 | (144,763) | |||
Increase in deferred tax | 9.3 | 148,913 | 161,936 | 162,145 | 167,381 | |||
Cash generated from/(used in) operating activities | 4,875,796 | 3,793,815 | 4,260,909 | 4,307,792 | ||||
Tax paid | 9.4 | (788,633) | (279,703) | (635,121) | (210,587) | |||
Employee benefit paid | 25.1 | (24,040) | (14,241) | (24,040) | (14,241) | |||
Net cash from/(used in) operating activities | 4,063,123 | 3,499,871 | 3,601,748 | 4,082,964 | ||||
Cash flows from investing activities: | ||||||||
Purchase of property, plant and equipment | 12 | (1,160,819) | (1,271,186) | (1,113,613) | (1,268,519) | |||
Purchase of intangible | (4,172) | - | (4,172) | - | ||||
Proceeds on sale of property plant and equipment | 21,458 | 2,133 | 20,351 | 1,147 | ||||
Finance income | 711,574 | 407,490 | 674,669 | 367,214 | ||||
Net cash used in investing activities | (431,959) | (861,563) | (422,764) | (900,158) | ||||
Cash flows from financing activities: | ||||||||
Repayment of loans and borrowings other than | ||||||||
overdraft | 24.3 | (349,190) | (814,567) | (349,190) | (814,567) | |||
(Repayment)/additions to Import Finance Facility | 24.3 | (551,592) | (941,236) | (524,148) | (1,196,391) | |||
Additions to term loans | 1,802,657 | - | 1,802,657 | - | ||||
Unclaimed dividend received | 14,586 | 12,854 | 14,586 | 12,854 | ||||
Dividend paid | 22 | (690,094) | (517,570) | (690,094) | (517,570) | |||
Finance costs | 8.2 | (472,247) | (370,115) | (454,356) | (370,115) | |||
Net cash (used in)/from financing activities | (245,880) | (2,630,634) | (200,545) | (2,885,789) | ||||
Net increase/(decrease) in cash and cash equivalents | 3,385,284 | 7,673 | 2,978,439 | 297,016 | ||||
Cash and cash equivalents at 1 January | 3,184,285 | 3,176,612 | 3,087,943 | 2,790,927 | ||||
Cash and cash equivalents at 31 December | 21.1 | 6,569,570 | 3,184,285 | 6,066,382 | 3,087,943 | |||
Reconciliation of cash and bank balances to cash | ||||||||
and cash equivalents Cash and bank balance | 6,569,570 | 3,223,020 | 6,066,382 | 3,126,678 | ||||
Bank overdrafts and commercial papers | - | (38,735) | - | (38,735) | ||||
6,569,570 | 3,184,285 | 6,066,382 | 3,087,943 |
The accompanying notes and statement of significant accounting policies form an integral part of these consolidated financial statements.
General information
Description of business
May & Baker Nigeria Plc. was incorporated as a private limited liability company in Nigeria on September 4, 1944 and commenced business on the same date. It was listed on the Nigerian stock exchange in 1994. The company is involved in the manufacture, sale and distribution of human pharmaceuticals, human vaccines and consumer products. Registered business address is 3/5 Sapara street, Industrial Estate, Ikeja, Lagos, Nigeria.
Basis of preparation
Statement of compliance
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS).
The financial statements comprise:
Statement of financial position
Statement of profit or loss and other comprehensive income
Statement of changes in equity
Statement of cash flows
Notes to the financial statements.
Going concern status
These consolidated financial statements have been prepared on a going concern basis, which assumes that the entity will be able to meet its financial obligations as at when they fall due. There are no significant financial obligations that will impact on the entity's resources which will affect the going concern of the entity. Management is satisfied that the entity has adequate resources to continue in operational existence for the foreseeable future. For this reason, the going concern basis has been adopted in preparing these consolidated financial statements.
Basis of preparation
The Company maintains the accounting records in accordance with the laws, accounting and reporting regulations of the jurisdictions in which they are incorporated and registered, namely Nigeria.
The consolidated financial statements of the Company are presented in accordance with IFRS.
These consolidated financial statements have been prepared on the historical cost basis except for the revaluation of Land and fair valuation of financial instruments
Functional and presentation currency
These consolidated financial statements are presented in Nigeria Naira (NGN), which is the Company's functional currency. All financial information presented in NGN has been rounded to the nearest thousand unless otherwise stated.
New or revised standards or interpretations
New standards, amendments and interpretations issued effective from 01 January 2024
The Company adopted the following standards and amendments that are effective for the first time in 1 January 2024:
• IFRS 17 'Insurance Contracts'
• Amendments to IFRS 17 Insurance Contracts (Amendments to IFRS 17 and IFRS 4)
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments
to IAS12)
• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
• Definition of Accounting Estimates (Amendments to IAS 8)
• International Tax Reform-Pillar Two Model Rules (Amendments to IAS 12)
Amendment to IAS 1-Non current Liabilities with convenants.
This equires that, for an entity to classify a liability as non-current, the entity must have the right at the reporting date to defer settlement of the liability
Amendment to IFRS 16 Leases on a sales and leaseback.
These amendments include requirements for sale and leaseback transactions in IFRS 16 to explain how an entity accounts for a sale and leaseback after the date of the transaction
Lack of Exchangeability (Amendments to IAS 21) Effective from 01 January 2025
These amendments do not have significant impact on these financial Statements and therefore, the disclosures have not been made.
1. General information
Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Company.
At the date of authorisation of these financial statements, certain new IFRS standards, amendments and interpretations to existing standards have been published by the IASB but are not yet effective, and have not been adopted early by the company. Management anticipates that all of the relevant pronouncements will be adopted in the company's accounting policies for the first period beginning after the effective date of the pronouncement.
Information on new standards, amendments and interpretations that are expected to be relevant to the company's financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the company's financial statements.
Other Standards and amendments that are not yet effective and have not been adopted early by the company include:
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Effective on or after January 1, 2026.
New guidance has been added to IFRS 9 to specifically address when a financial liability should be derecognised when it is settled by electronic payment. Previously, an entity was required to wait until the settlement date of the transaction to discharge the liability, but the new guidance allows for the liability to be discharged before the settlement date if:
the payment cannot be withdrawn, stopped or cancelled
the entity no longer has the practical ability to access the cash, and
settlement risk associated with the electronic payment system is insignificant.
IFRS 18 Presentation and Disclosure in Financial Statement Effective for on or after 1 January 2027.
IFRS 18 introduces newly defined 'operating profit' and 'profit or loss before financing and income tax' subtotals and a requirement for all income andexpenses to be allocated between three new distinct categories based on a company's main business activities: operating, investing and financing.
Under IFRS 18, companies are no longer permitted to disclose operating expenses only in the
nature
function; or
using a mixed presentation
If any operating expenses are presented by function, then new disclosures apply.
IFRS 18 also requires some 'non-GAAP' measures to be reported in the financial statements. It introduces a narrow definition for Management-defined Performance Measures ("MPMs"), requiring them to be:
a subtotal of income and expenses;
used in public communications outside the financial statements; and
reflective of management's view of financial performance.
For each MPM presented, companies need to explain in a single note to the financial statements
1. General information
IFRS 19 Subsidiaries without Public Accountability Disclosures effective 1 January 2027
IFRS 19 allows eligible subsidiaries to apply IFRS Accounting Standards with the reduced disclosure requirements of IFRS 19.A subsidiary may choose to apply the new standard in its consolidated, separate or individual financial statements provided that, at the reporting date:
it does not have public accountability
its parent produces consolidated financial statements under IFRS Accounting Standards available
for public use.
A subsidiary applying IFRS 19 is required to clearly state in its explicit and unreserved statement of compliance with IFRS Accounting Standards that IFRS 19 has been adopted.
Significant accounting policies
The principal accounting policies adopted are set out below.
Foreign currency translation
Foreign currency transactions are booked in the functional currency of the Group (naira) at the exchange rate ruling on the date of transaction. Foreign currency monetary assets and liabilities are retranslated into the functional currency at rates of exchange ruling at the reporting period. Exchange differences are included in the Statement of profit or loss and other comprehensive income. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
The results of subsidiary acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Business combinations
Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquire. Acquisition-related costs are recognised in profit or loss as incurred.
Where a business combination is achieved in stages, the Group's previously-held interests in the acquired entity are re-measured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquire prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.
The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS
3(2008) are recognised at their fair value at the acquisition date, except that:
Deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and
measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;
assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date, and is subject to a maximum of one year.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.
Sale of goods
Revenue from the sale of goods is recognised when the goods are delivered and titles have passed, at which time all the following conditions are satisfied:
the Group has transferred to the buyer the significant risks and rewards of ownership of the goods;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the economic benefits associated with the transaction will flow to the Group; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold.
Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.
Expenditure
Expenditure is recognised in respect of goods and services received when supplied in accordance with contractual terms. Provision is made when an obligation exists for a future liability in respect of a past event and where the amount of the obligation can be reliably estimated. Manufacturing start-up costs between validation and the achievement of normal production are expensed as incurred. Advertising and promotion expenditure is charged to profit or loss as incurred. Shipment costs on inter-company transfers are charged to cost of sales; distribution costs on sales to customers are included in distribution expenditure. Restructuring costs are recognised and provided for, where appropriate, in respect of the direct expenditure of a business reorganisation where the plans are sufficiently detailed and well advanced, and where appropriate communication to those affected has been undertaken.
Intangible assets
Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.
Internally generated intangible assets - research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
Right of use assets
IFRS 16 Leases
New standard that introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments.
A lessee measures right-of-use asset similarly to other non-financial assets (such as property, plant and equipment) and lease liabilities similarly to other financial liabilities. Therefore, a lessee recognises depreciation of the right-of-use asset and interest on the lease liability, and also classifies cash repayments of the lease liability into a principal portion and an interest portion and presents them in the statement of cash flows applying IAS 7 Statement of Cash Flows.
The company has adopted IFRS 16. However, the company does not have lease liabilities in respect of the leased assets to be treated under this new IFRS. The Company made full payment to the lessor; therefore, the leased assets has been reclassified to right of use to be amortised for the entire period of the lease.
IFRS 16 contains expanded disclosure requirements for lessees. Lessees will need to apply judgement in deciding upon the information to disclose to meet the objective of providing a basis for users of financial statements to assess the effect that leases have on the financial position, financial performance and cash flows of the lessee.
IFRS 16 also requires enhanced disclosures to be provided by lessors that will improve information disclosed about a
lessor's risk exposure, particularly to residual value risk.
IFRS 16 supersedes the following Standards and Interpretations:
IAS 17 Leases;
IFRIC 4 Determining whether an Arrangement contains a Lease;
SIC-15 Operating Leases - Incentives; and
SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.
Legal and other dispute
Provision is made for the anticipated settlement costs of legal or other disputes against the Group where an outflow of resources is considered probable and a reliable estimate can be made of the likely outcome. In addition, provision is made for legal or other expenses arising from claims received or other disputes. In respect of product liability claims related to certain products, there is sufficient history of claims made and settlements to enable management to make a reliable estimate of the provision required to cover un-asserted claims. The Group may become involved in legal proceedings, in respect of which it is not possible to make a reliable estimate of the expected financial effect, if any, that could result from ultimate resolution of the proceedings. In these cases, appropriate disclosure about such cases would be included but no provision would be made. Costs associated with claims made by the Group against third parties are charged to profit or loss as they are incurred. When the group is virtually certain of receiving reimbursement from a third party (in the form of insurance, a shared liability agreement etc.) to compensate for any lost financial benefit from such disputes, they should recognise a receivable as an asset.
Pensions and other post-employment benefits Defined contribution scheme
The Group operates a defined contribution based retirement benefit scheme for its staff, In accordance with the provisions of the amended Pension Reform Act, 2014 the Company has instituted a Contributory Pension Scheme for its employees, where both the employees and the company contribute 8% and 10% of the employee total emoluments. The company's contribution under the scheme is charged to the profit and loss while employee contributions are funded through payroll deductions.
In addition to the pension scheme, the Company operates a gratuity scheme payable to employees that have served a minimum of five years of service. The benefits are calculated based on employees salary for each qualifying year. The Company discharges its obligation to employees once payment is made to the fund managers.
Property plant and equipment
Property, plant and equipment is carried in the consolidated statement of financial position at cost less accumulated depreciation and accumulated impairment.
The cost of acquisition comprises the acquisition price plus ancillary and subsequent acquisition costs, less any reduction received on the acquisition price. The cost of self-constructed property, plant and equipment comprises the direct cost of materials, direct manufacturing expenses, and appropriate allocations of material and manufacturing overheads. Where an obligation exists to dismantle or remove an asset or restore a site to its former condition at the end of its useful life, the present value of the related future payments is capitalized along with the cost of acquisition or construction upon completion and a corresponding liability is recognized.
If the construction phase of property, plant or equipment extends over a long period, the interest incurred on borrowed capital up to the date of completion is capitalized as part of the cost of acquisition or construction in accordance with IAS 23 (Borrowing Costs).
Expenses for the repair of property, plant and equipment, such as on-going maintenance costs, are normally recognized in profit or loss. The cost of acquisition or construction is capitalized if a repair (such as a complete overhaul of technical equipment) will result in future economic benefits.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method. Freehold land is not depreciated. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
The following depreciation periods, based on the estimated useful lives of the respective assets, are applied throughout the Group:
Class Useful life (range)
Buildings 50 years
Plant, machinery and fittings 10 - 5 years
Office equipment and furniture 10 - 4 years
Trucks and motor vehicles 8 - 3 years
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Financial instruments
Classification and measurement of financial assets
Financial assets, which include both debt and equity securities are measured at initial recognition at fair value, and are classified and subsequently measured at fair value through profit or loss (FVTPL), fair value through other comprehensive income (FVOCI) or amortised cost. Subsequent classification and measurement for debt securities is based on our business model for managing the financial instruments and the contractual cash flow characteristics of the instruments.
Debt instruments are measured at amortised cost if both of the following conditions are met and the asset is not
Business model assessment
The Group determines the business models at the level that best reflects how portfolios of financial assets are managed to achieve the its business objectives. Judgment is used in determining the business models, which is supported by relevant, objective evidence including:
How the economic activities of the group's businesses generate benefits and how such economic activities are evaluated and reported to key management personnel;
The significant risks affecting the performance of the group's businesses, for example, market risk, credit risk, or other risks and the activities undertaken to manage those risks; and
Historical and future expectations of sales of the loans or securities portfolios managed as part of a business model.
Financial liabilities
Initial recognition and measurements
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The Company's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.
Cash and cash equivalents
Cash and cash equivalents comprise cash and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. An investment with a maturity of three months or less is normally classified as being short-term. Cash and cash equivalents form part of the company's financial assets.
Trade and other receivables
Trade receivables are stated at fair value and subsequently measured at fair value through profit or loss, less provision for impairment. Impairment thereon are computed using the simplified IFRS 9 Expected Credit Loss (ECL) Model, where the receivables are aged and probability of default applied on each aged bracket. Trade receivables meet the definition of financial assets and the carrying amount of the trade receivables approximates their fair value.
Trade and other payables
Trade and other payables are stated at their original invoiced value. The Directors consider the carrying amount of other payables to approximate their fair value.
Deferred fair value gain on loans
Deferred fair value gain on loans are not recognised until there is reasonable assurance that the Company will comply with the conditions attached to them and that the gains will be received. Deferred fair value gain on loans are recognised in profit or loss on a systematic basis over the years in which the Company recognises as expenses the related costs for which the gains are intended to compensate. Specifically, deferred fair value gain on loans whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets are recognised as deferred revenue in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets. Deferred fair value gain on loans that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognised in profit or loss in the year in which they become receivable. The benefit of a deferred fair value gain on loans at a below-market rate of interest is treated as a deferred fair value gain on loans, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates. The amount recognised as deferred fair value gain on loan is recognised in profit or loss over the year the related expenditure is incurred.
Inventories
In accordance with IAS 2 (Inventories), inventories encompass assets held for sale in the ordinary course of business (finished goods and goods purchased for resale), in the process of production for such sale (work in process) or in the form of materials or supplies to be consumed in the production process or in the rendering of services (raw materials and supplies). Inventories are stated at the lower of cost and net realizable value. The net realizable value is the achievable sale proceeds under normal business conditions less estimated cost to complete and selling expenses. Costs of inventories are determined using Standard cost.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated and separate statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated and separate and separate financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. For any temporary differences arising on business combinations where the Group can control the reversal of the temporary difference and it is not expected to reverse in the near future, the deferred tax asset/liability is not recognised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax for the year
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
Discounting
Where the effect of the time value of money is material, balances are discounted to present values using appropriate rates of interest. The unwinding of the discounts is recorded in finance income and finance costs.
Non-current assets held for sale
Non-current assets are classified as assets held for sale and stated at the lower of their previous carrying amount and fair value less costs to sell if their carrying value is to be recovered principally through a sale transaction rather than through continuing use. The condition of being recovered through sale is only met when: "the sale is highly probable, the non-current asset is available for immediate sale in its present condition, management is committed to the sale and the sale is expected to qualify for recognition as a completed sale within one year from the date of classification."
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Dividends
Dividends are recognised as a liability in the financial statement in the year in which the dividend is approved by the shareholders.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer.
Earnings per share
Earnings per share are calculated by dividing profit for the year by the number of ordinary shares outstanding during the period. Diluted earnings per share are calculated by dividing profit for the year by the fully-diluted number of ordinary shares outstanding during the period.
Critical accounting judgments and key sources of estimation uncertainty
In the application of the Group's accounting policies, which are described in note 3, 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. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these 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 current and future periods.
Critical accounting judgement
The following are the critical judgements and estimates that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in financial statements.
Revenue recognition
In the application of the Group's policy that states that revenues are recognized when significant risks and rewards has been transferred to the buyer, Management has ensured that revenues are recognised when goods are delivered to Customers. When goods remain in the Company's facility as a result of delayed transportation arrangement by the Customer, the Customers are aware based on practice and signed contract notes that the risks and reward of such goods remain with them.
Indefinite useful life of intangible assets
During the year, the directors reconsidered the recoverability of the Group's intangible asset (trade mark) and assessed if the useful life is still indefinite, the trademark conveys an irrevocable right of use to the Company. Management's assessment for recoverability includes active sales from the products, competition and current market share of the products, it is believed that the asset is fully recoverable.
Key sources of estimation uncertainty
The following are the key assumptions concerning the future, and other key sources of estimation 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.
Useful life of property, plant and equipment
The assets' residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable value.
The Company reviews the estimated useful lives of property, plant and equipment at the end of each reporting year.
Allowance for doubtful receivables
Judgement is exercised to make allowance for trade receivables doubtful of recovery by reference to the financial and other circumstances of the debtor in question. The Group makes provision after considering credit terms and historical experience regarding the customers.
Allowance for obsolete inventory
Management continuously assesses inventory items for obsolescence based on the standard operating practice of the Company.
Fair valuation of loan
To obtain the fair value of a loan obtained at below market interest rate, the Group used a valuation technique that include inputs that are based on observable market data. Management believes that the key assumptions used in the determination of the fair value are appropriate.
Revenue and costs of sales
Revenue
The following is an analysis of the Company's and Group's revenue for the year from continuing operations.
The Group The Company
2025 | 2024 | 2025 | 2024 | |
The Group's revenue comprises | ₦'000 | ₦'000 | ₦'000 | ₦'000 |
sale of goods as analysed below: | ||||
Pharmaceuticals | 37,773,754 | 28,704,314 | 34,343,211 | 26,291,683 |
Beverage | 489,450 | 200,836 | 489,450 | 200,836 |
Total revenue | 38,263,204 | 28,905,150 | 34,832,661 | 26,492,519 |
5.2 Costs of sales | ||||
Total direct material costs | 20,292,508 | 16,370,660 | 18,136,610 | 14,854,949 |
Total direct labour costs | 589,298 | 528,656 | 589,297 | 528,657 |
Total direct expenses | 3,989,182 | 3,367,517 | 3,989,182 | 3,367,517 |
Total factory overhead expenses | 244,912 | 124,865 | 244,912 | 124,865 |
Total costs of sales | 25,115,900 | 20,391,697 | 22,960,001 | 18,875,987 |
Gross profit | 13,147,304 | 8,513,453 | 11,872,660 | 7,616,532 |
Gross margin | 34% | 29% | 34% | 29% |
5.3 Segment Information
Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on both the types of goods or services delivered or provided and the market where the goods or services are delivered or provided. The Group's reportable segments under IFRS 8 are therefore as follows.
Pharmaceuticals - This segment is involved in the production and sale of human pharmaceuticals.
Beverage - This segment is involved in the production of bottled water.
The Group The Company
2025 ₦'000 | 2024 ₦'000 | 2025 ₦'000 | 2024 ₦'000 | ||||
5.3.1 Segment revenue | |||||||
Pharmaceuticals | 37,773,754 | 28,704,314 | 34,343,211 | 26,291,683 | |||
Beverage | 489,450 | 200,836 | 489,450 | 200,836 | |||
38,263,204 | 28,905,150 | 34,832,661 | 26,492,519 | ||||
5.3.1.1 Segment revenue reported | |||||||
above represents revenue | |||||||
generated from external customers. | |||||||
5.3.2 Segment profit | |||||||
Pharmaceuticals | 13,099,629 | 8,490,100 | 11,824,985 | 7,593,179 | |||
Beverage | 47,675 | 23,353 | 47,675 | 23,353 | |||
Total segment profit | 13,147,304 | 8,513,453 | 11,872,660 | 7,616,532 | |||
Other operating income (Note 6) General administration costs, | 124,887 | 146,099 | 124,392 | 108,293 | |||
selling and distribution expenses | (6,950,770) | (6,096,898) | (6,354,689) | (5,556,950) | |||
Finance income | 711,574 | 407,490 | 674,669 | 367,214 | |||
Finance costs | (472,247) | (370,115) | (454,356) | (370,115) | |||
Share of (loss)/Profit in joint venture | (20,844) | (27,187) | - | - | |||
Profit before tax | 6,539,904 | 2,572,842 | 5,862,676 | 2,164,974 | |||
5.3.3 Segment accounting policies |
The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 3. Segment profit represents the gross profit earned by each segment without allocation of central administration costs and directors' salaries, selling, marketing and distribution expenses, other operating income, finance costs and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.
Segment assets and liabilities
The Chief Executive Officer does not assess segment performance based on reports on segment assets and liabilities.
Information about major customers
There are no customers that represent more than 10% of the total revenue of any of the reported segments.
Geographical information
The Group operates in Lagos and West, East and North principal geographical areas. The Group's revenue from continuing operations from external customers by location of operations are as follows:
The Group | ||
2025 2024 Revenue from Revenue from external external customers customers ₦'000 ₦'000 | ||
12,419,780 | 9,438,569 | 11,162,317 |
8,764,762 | 6,158,298 | 8,132,160 |
12,337,248 | 9,457,562 | 11,113,748 |
4,741,414 | 3,850,722 | 4,424,436 |
38,263,204 28,905,151 - The Group | ||
The Company
2025 2024
Revenue from Revenue from
external external
customers customers
₦'000 ₦'000
East West Lagos North
8,718,922 |
5,812,454 |
8,333,855 |
3,627,290 |
34,832,661 26,492,521
-
The Company
2025 ₦'000 | 2024 ₦'000 | 2025 ₦'000 | 2024 ₦'000 | |
6. Other operating income | ||||
Insurance indemnity (Note 6.1) | 56,217 | 84,936 | 54,754 | 84,899 |
Income on contract manufacturing | 42,978 | 4,247 | 42,978 | 4,247 |
Rental income(Note 6.2) | 15,000 | 18,000 | 15,000 | 18,000 |
Exchange gain Profit on disposal of property, plant and | 51 | 36,783 | - | - |
equipment | 10,640 2,133 11,659 | 1,147 | ||
124,887 146,099 124,392 | 108,293 | |||
Income earned on insurance claim received from HOGG Robinson and BCN insurance broker and other insurance
The rental income is earned on warehouse located at Kano and Abuja owned by the Company, which is leased out to other Company as rental
Other comprehensive income: This represents unrealised translation gain from outstanding bills for collection
The Group The Company
2025 ₦'000 | 2024 ₦'000 | 2025 ₦'000 | 2024 ₦'000 | |
7. Expenses by nature | ||||
Personnel expenses | 1,022,453 | 881,945 | 1,011,416 | 872,611 |
Depreciation and amortisation | 205,731 | 173,038 | 203,510 | 170,259 |
Repairs and maintenances | 179,248 | 326,344 | 177,029 | 323,010 |
Transport and travelling expenses | 261,193 | 174,792 | 259,613 | 170,009 |
Insurance expenses | 125,831 | 109,807 | 125,831 | 109,710 |
Licensing/registration | 76,169 | 68,999 | 75,027 | 63,888 |
Director's emolument and expenses | 144,598 | 134,835 | 144,598 | 134,835 |
Director's fees Public relations, promotions and | 9,300 | 9,300 | 9,300 | 9,300 |
advertisements | 30,734 | 33,884 | 30,234 | 31,940 |
Subscriptions and dues | 23,833 | 86,860 | 23,833 | 86,860 |
Audit fees | 20,090 | 16,084 | 18,620 | 14,824 |
Legal and professional charges | 31,491 | 53,681 | 24,579 | 29,139 |
Printing, stationery and promotional material | 4,288 | 8,684 | 4,288 | 8,050 |
Security expenses | 51,684 | 33,778 | 51,684 | 33,778 |
Obsolete stock written off | - | 175 | - | - |
Telephone and postages expenses | 7,342 | 11,008 | 7,342 | 10,815 |
Company Secretary and AGM expenses | 24,372 | 21,479 | 22,032 | 18,771 |
Admin and Management expense (7b) | 34,714 | 12,968 | 34,714 | 12,968 |
Electricity and generator expenses | 159,783 | 107,114 | 159,029 | 106,638 |
Bank charges and commissions | 200,883 | 174,182 | 182,993 | 83,868 |
Exchange loss | 168,511 | 234,885 | 168,511 | 234,885 |
IT expenses | 174,784 | 135,466 | 174,784 | 135,466 |
Office and quarters expenses | 45,691 37,963 38,012 | 32,260 | ||
3,002,723 2,847,271 2,946,979 | 2,693,884 | |||
7b: Admin and Management expense
These are costs incurred in the general operations of the company that are necessary for the company's management and administration.
7.1 Expenses by function | ||||
Costs of sales (Note 5.2) | 25,115,900 | 20,391,697 | 22,960,001 | 18,875,987 |
Distribution, Sales and marketing expenses | 3,948,044 | 3,249,627 | 3,407,710 | 2,863,066 |
Administrative expenses (Note 7) 3,002,723 2,847,271 2,946,979 2,693,884 | ||||
32,066,667 | 26,488,595 | 29,314,690 | 24,432,937 | |
The Group The Company
2025 ₦'000 | 2024 ₦'000 | 2025 ₦'000 | 2024 ₦'000 | ||
Interest income | (711,574) | (407,490) | (674,669) | (367,214) | |
8.2 Finance cost Deferred income realised (Note 8.2.1) | (207,394) | (144,764) | (207,394) | (144,764) | |
Interest on loans and overdraft | 679,641 | 514,879 | 661,750 | 514,879 | |
472,247 | 370,115 | 454,356 | 370,115 | ||
8.2.1 This relates to the fair value gain recognized on the CBN | and Bank |
of Industry loans after the loans were recomputed using the fair value interest rate.
8.2 Included in the amount was Nil (Dec 2024
: Nil) representing interest on related party. | loans | from | ||||
9. Taxation | ||||||
9.1 Income tax expense | ||||||
Back duty assessment charge: | ||||||
Income tax | - | 85,010 | - | 85,010 | ||
Education tax | - | 4,030 | - | 4,030 | ||
Capital Gains tax | - | 3,439 | - | 3,439 | ||
Current year charge: | - | 92,478 | - | 92,478 | ||
Income tax | 1,741,693 | 599,719 | 1,519,975 | 460,606 | ||
Education tax | 212,480 | 97,612 | 189,029 | 83,146 | ||
Policy fund levy Capital Gains tax NASENI levy | 293 - - | 130 - - | 293 - - | 108 - - | ||
1,954,466 | 789,939 | 1,709,297 | 636,338 | |||
Deferred tax charged (Note 9.3) | 148,913 | 161,936 | 162,145 | 167,381 | ||
Total current tax expense | 2,103,379 | 951,875 | 1,871,442 | 803,719 | ||
MAY AND BAKER NIGERIA PLC
NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
The Group The Company
2025 ₦'000 | 2024 ₦'000 | 2025 ₦'000 | 2024 ₦'000 | |
9.2 Deferred tax on origination and reversal of temporary differences: | ||||
Deferred tax charged (Note 9.3) | 148,913 | 161,936 | 162,145 | 167,381 |
Total deferred tax charge | 148,913 | 161,936 | 162,145 | 167,381 |
Total income tax expense | 2,103,379 | 951,875 | 1,871,442 | 803,719 |
Factors affecting tax expenses for the year
Profit before tax as shown in the consolidated and separate income
statement | 6,539,904 | 2,572,842 | 5,862,676 | 2,164,974 | ||
Expected income tax expense on profit at | ||||||
statutory tax rate (30%) | 1,961,971 | 771,853 | 1,758,803 | 649,492 | ||
Effect of portion of income taxed on a | ||||||
different basis - education tax | 212,480 | 97,612 | 189,029 | 83,146 | ||
Capital allowance effect/Adjusting items | (56,719) | 82,410 | (231,540) | (96,300) | ||
Effect of minimum taxation Deferred tax effect | - 148,913 | - 161,936 | - 162,145 | - 167,381 | ||
2,117,732 | 951,875 | 1,878,437 | 803,719 | |||
Effective tax rate | 32% | 37% | 32% | 37% | ||
No income tax was recognised directly in | ||||||
equity. | ||||||
No income tax was recognised in other | ||||||
comprehensive income. | ||||||
9.2 Current tax liabilities Income tax payable (Note 9.4) | 1,971,674 | 805,841 | 1,725,696 | 651,520 | ||
9.3 Deferred tax balances | ||||||
The following is the analysis of the deferred | ||||||
tax assets presented in the consolidated | ||||||
and separate and separate statements of | ||||||
financial position: | ||||||
Deferred tax liabilities | 1,297,331 | 1,148,418 | 1,301,214 | 1,139,069 |
MAY AND BAKER NIGERIA PLC
NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
Group Company
Recognised Opening in profit balance or loss | Other Compreh ensive income | Closing balance | Opening balance | Recognised in profit or loss | Other Comprehensive income | Closing balance | |||||||
₦'000 | ₦'000 | ₦'000 | ₦'000 | ₦'000 | ₦'000 | ₦'000 | ₦'000 | ||||||
9.3.1 2025 | |||||||||||||
Deferred tax liabilities / (assets) | |||||||||||||
in relation to: | |||||||||||||
Property, plant and equipment | 1,034,915 | 124,314 | - | 1,159,229 | 1,032,352 | 122,348 | - | 1,154,700 | |||||
Retirement benefit obligations | (210,435) | (813) | - | (211,248) | (210,526) | (268) | - | (210,794) | |||||
Exchange loss /Marketing prov | (21,954) | - | - | (21,954) | (21,953) | - | - | (21,953) | |||||
Provision for debt on Trade debtors 340,604 | 25,412 366,016 | 339,196 | 40,065 - 379,261 | ||||||||||
1,143,131 | 148,913 - 1,292,044 | 1,139,069 | 162,145 - 1,301,214 | ||||||||||
Adjustment (Note 22.1) 5,287 | - 5,287 | - | - | ||||||||||
1,148,418 | 148,913 | - | 1,297,331 | 1,139,069 | 162,145 | - | 1,301,214 | ||||||
9.3.2 2024 | |||||||||||||
Deferred tax liabilities / (assets) | |||||||||||||
in relation to: | |||||||||||||
Property, plant and equipment | 899,127 | 135,788 | - | 1,034,915 | 891,119 | 141,233 | - | 1,032,352 | |||||
Retirement benefit obligations | (211,061) | 626 | - | (210,435) | (211,152) | 626 | - | (210,526) | |||||
Exchange loss (Trade creditor) | (43,393) | 21,439 | - | (21,954) | (43,392) | 21,439 | - | (21,953) | |||||
Provision for debt on Trade debtors 336,521 | 4,083 | 340,604 | 335,113 | 4,083 | - 339,196 | ||||||||
981,195 | 161,936 | - 1,143,131 | 971,688 | 167,381 | - 1,139,069 | ||||||||
Adjustment (Note 22.1) 5,287 | - 5,287 | - | - | ||||||||||
986,482 | 161,936 | - 1,148,418 | 971,688 | 167,381 | - 1,139,069 | ||||||||
There are no unrecognised deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been recognised.
The Group The Company
2025 ₦'000 | 2024 ₦'000 | 2025 ₦'000 | 2024 ₦'000 | |
9.4 Income tax | ||||
Analysis of movements in the current tax balance during the year: | ||||
At 1 January | 805,841 | 299,043 | 651,520 | 225,769 |
Income tax | 1,741,693 | 684,729 | 1,519,975 | 545,616 |
Education tax | 212,480 | 101,642 | 189,029 | 87,176 |
Policy fund levy | 293 | 130 | 293 | 108 |
NASENI levy Capital Gains Tax | - | - | - - | - 3,439 |
Tax paid during the year | (788,633) | (279,703) | (635,121) | (210,587) |
At 31 December | 1,971,674 | 805,841 | 1,725,696 | 651,520 |
9.4.1 Factors affecting the tax charge in future years
Factors that may affect the Group's future tax charge include the impact of corporate restructurings, the resolution of open issues, future planning opportunities, corporate acquisitions and disposals, the use of brought forward tax losses and changes in tax legislation and tax rates.
MAY AND BAKER NIGERIA PLC
NOTES TO THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
The Group The Company
2025 ₦'000 | 2024 ₦'000 | 2025 ₦'000 | 2024 ₦'000 | ||||
10. Basic earnings per share Profit for the year attributable to | |||||||
equity holders | 4,436,525 | 1,620,966 | 3,991,234 | 1,361,255 | |||
Earnings from continuing operations | 4,436,525 | 1,620,966 | 3,991,234 | 1,361,255 | |||
Number of shares Weighted average number of shares for | |||||||
basic earning per share | 1,725,234 | 1,725,234 | 1,725,234 | 1,725,234 | |||
Effect of dilutive potential share: | |||||||
restricted shares and share options | - | - | - | - | |||
Weighted average number of shares for | |||||||
diluted earnings per share | 1,725,234 | 1,725,234 | 1,725,234 | 1,725,234 | |||
Earnings per share (kobo) - from | |||||||
discontinued operations | |||||||
- Basic | 257.15 | 93.96 | 231.34 | 78.90 | |||
- Diluted | 257.15 | 93.96 | 231.34 | 78.90 | |||
Earnings per share (kobo)-from | |||||||
continuing operations | |||||||
- Basic | 257 | 94 | 231 | 79 | |||
- Diluted | 257 | 94 | 231 | 79 | |||
11. Operating profit | |||||||
Operating profit has been arrived | |||||||
after charging/(crediting): | |||||||
Depreciation and amortisation expenses | 803,091 | 728,264 | 769,177 | 686,350 | |||
Staff costs | 1,849,235 | 1,585,612 | 1,718,596 | 1,492,406 | |||
Profit on disposal of property, plant and | |||||||
equipment | 10,640 | 2,133 | 11,659 | 1,147 | |||
Audit fees | 20,090 | 16,084 | 18,620 | 14,824 |
12. Property, plant and equipment
a. The Group
The movement on this account during the year was as follows:
Freehold land | Building | Plant & Machinery | Furniture & fitting | Computer & office equipment | Trucks & Motor Vehicles | Factory Equipment | Capital work in-progress | Total | |||||||||
₦'000 | ₦'000 | ₦'000 | ₦'000 | ₦'000 | ₦'000 | ₦'000 | ₦'000 | ₦'000 | |||||||||
Cost At 1 January 2024 | 334,667 | 3,327,205 | 4,374,371 | 130,790 | 590,366 | 1,364,217 | 39,705 | 129,868 | 10,291,189 | ||||||||
Additions | - | 177,418 | 772,234 | 75,058 | 164,272 | 131,170 | 1,062 | 644,939 | 1,966,153 | ||||||||
Reclassification Write off Disposal | - | - - | (1,726) - | - - | - (287) | - (27,565) | - - | (693,236) - | (694,962) -(27,852) | ||||||||
At 31 December 2024 | 334,667 | 3,504,623 | 5,144,879 | 205,848 | 754,351 | 1,467,822 | 40,767 | 81,571 | 11,534,528 | ||||||||
At 1 January 2025 | 334,667 | 3,504,623 | 5,144,879 | 205,848 | 754,351 | 1,467,822 | 40,767 | 81,571 | 11,534,528 | ||||||||
Additions | - | 54,360 | 469,674 | 39,809 | 192,413 | 348,393 | 49,727 | 434,253 | 1,588,629 | ||||||||
Reclassification | - | - | - | - | - | - | (427,811) | (427,811) | |||||||||
Disposals | - | - | (24,468) | (1,307) | (5,710) | (24,332) | - | - | (55,817) | ||||||||
At 31 December 2025 | 334,667 | 3,558,983 | 5,590,085 | 244,350 | 941,054 | 1,791,883 | 90,494 | 88,014 | 12,639,530 | ||||||||
Depreciation and | |||||||||||||||||
Impairment At 1 January, 2024 | - | 741,211 | 2,837,410 | 78,030 | 393,417 | 780,552 | 39,479 | - | 4,870,099 | ||||||||
Charge for the year Adjustment Write off Disposals | - - | 64,756 - | 257,355 - | 12,248 - | 102,364 (287) | 291,480 (27,565) | 61 - | - - | 728,264 (27,852) | ||||||||
At 31 December 2024 | - | 805,967 | 3,094,765 | 90,278 | 495,494 | 1,044,467 | 39,540 | - | 5,570,511 | ||||||||
At 1 January 2025 | - | 805,967 | 3,094,765 | 90,278 | 495,494 | 1,044,467 | 39,540 | - | 5,570,511 | ||||||||
Charge for the year | - | 66,437 | 304,127 | 16,389 | 126,389 | 287,571 | 2,178 | - | 803,091 | ||||||||
Disposals | - | - | (13,774) | (1,296) | (5,599) | (24,331) | - | - | (45,000) | ||||||||
At 31 December 2025 | - | 872,404 | 3,385,119 | 105,371 | 616,284 | 1,307,707 | 41,718 | - | 6,328,603 | ||||||||
Carrying amounts: At 31 December 2025 | 334,667 | 2,686,579 | 2,204,967 | 138,979 | 324,770 | 484,176 | 48,776 | 88,014 | 6,310,927 |
At 31 December 2024 334,667 2,698,656 2,050,114 115,570 258,857 423,355 1,227 81,571 5,964,016
Included in the depreciation charged for the year was N205,730,901.28(December 2024: N175,363,766.5) in the administrative expenses, N201,440,396.85(December 2024: N204,742,757.62) in the distribution, sales and marketing and a charge of N399,785,737.13 (December 2024: N351,790,807) to costs of sales in the statement of profit or loss and other comprehensive income for the Group.
There is negative pledge on the Group's assets
No impairment of property, plant and equipment during the year.
12. Property, plant and equipment | |||||||||
b. Company The movement on this account during the year was as follows: | Trucks & | ||||||||
Freehold | Plant & | Furniture & | Computer & | Motor | Factory | Capital work- | |||
land Building | Machinery | fitting | office equipment | Vehicles | Equipment | in-progress | Total | ||
₦'000 ₦'000 | ₦'000 | ₦'000 | ₦'000 | ₦'000 | ₦'000 | ₦'000 | ₦'000 | ||
Cost At 1 January 2024 334,667 3,327,205 | 4,363,202 | 128,278 | 588,179 | 1,191,113 | 39,705 | 129,868 | 10,102,217 | ||
Additions - 177,418 | 772,234 | 74,213 | 162,450 | 131,170 | 1,062 | 644,939 | 1,963,486 | ||
Reclassification - | (1,726) | - | - | - | - | (693,241) | (694,967) | ||
Disposals | - | - | - - (287) | (18,535) - - (18,822) | |||||
At 31 December 2024 | 334,667 | 3,504,623 | 5,133,710 202,491 750,342 | 1,303,748 40,767 81,566 11,351,914 | |||||
At 1 January 2025 | 334,667 | 3,504,623 | 5,133,710 | 202,491 | 750,342 | 1,303,748 | 40,767 | 81,566 | 11,351,914 |
Additions | - | 54,360 | 469,674 | 38,696 | 189,320 | 305,393 | 49,727 | 434,253 | 1,541,423 |
Transfer | - | - | - | - | - | - | (427,811) | (427,811) | |
Disposals | - | - | (19,742) (1,307) (5,505) | (16,728) - - (43,282) | |||||
At 31 December 2025 | 334,667 | 3,558,983 | 5,583,642 239,880 934,157 | 1,592,413 90,494 88,009 12,422,245 | |||||
Depreciation and Amortisation | |||||||||
At 1 January, 2024 | - | 741,211 | 2,835,319 | 76,933 | 391,526 | 696,673 | 39,479 | - | 4,781,141 |
Charge for the year | - | 64,756 | 255,757 | 11,995 | 101,671 | 252,110 | 61 | - | 686,350 |
Disposals | - - | - - (287) | (18,535) - - (18,822) | ||||||
At 31 December 2024 | - 805,967 | 3,091,076 88,928 492,910 | 930,248 39,540 - 5,448,669 | ||||||
At 1 January 2025 | - | 805,967 | 3,091,076 | 88,928 | 492,910 | 930,248 | 39,540 | - | 5,448,669 |
Charge for the year | - | 66,437 | 303,216 | 15,965 | 125,559 | 255,822 | 2,178 | - | 769,177 |
Disposals | - | - | (11,173) (1,296) (5,394) | (16,727) - - (34,590) | |||||
At 31 December 2025 | - | 872,404 | 3,383,119 103,597 613,075 | 1,169,343 41,718 - 6,183,256 | |||||
Carrying amounts: At 31 December 2025 | 334,667 | 2,686,579 | 2,200,523 136,283 321,082 | 423,070 48,776 88,009 6,238,989 | |||||
At 31 December 2024 | 334,667 | 2,698,656 | 2,042,634 113,563 257,432 | 373,500 1,227 81,566 5,903,245 | |||||
(a) Included in the depreciation charged for the year was N203,510,280.06 (December 2024: N170,288,894) in the administrative expenses, N169,691,794.13 (December 2024: N165,372,743.39) in the distribution, sales and marketing and a charge of N399,785,737.13 (December 2024: N354,116,245) to Cost of sales in the statement of profit or loss and other comprehensive income for the Company.
b) There is negative pledge on the assets of the Company (in place).
(c) No impairment of property, plant and equipment during the year.
Group Company
2025 ₦'000 | 2024 ₦'000 | 2025 ₦'000 | 2024 ₦'000 | |
13. Intangible assets Cost: | ||||
At 1st January | 62,990 | 53,557 | 62,725 | 53,292 |
Additions | 4,172 | 9,433 | 4,172 | 9,433 |
At 31 December 67,162 62,990 66,897 62,725 | ||||
Accumulated amortisation and impairment loss: | ||||
At 1 January | 49,756 | 46,269 | 49,576 | 46,149 |
Amortisation charge in the year | 3,866 3,487 3,811 3,427 | |||
At 31 December | 53,622 49,756 53,387 49,576 | |||
Carrying amount | 13,540 13,234 13,510 13,149 | |||
13.1 Included in the depreciation charged for the year was amotisation of N3,487,000 (December 2024 : | ||||
N3,487,000) in the administrative expenses. | ||||
13.2 No impairment of intangible assets during the year | ||||
13.3 All intangible assets owned by the Group comes from the Parent company. | ||||
(b) This represents cost of sales force automation tool purchased and capitalised | ||||
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