Morison Industries PlcNSENG: MORISON

Quarter 5 - financial statement for 2024

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MORISON INDUSTRIES PLC FINANCIAL STATEMENTS 31 DECEMBER 2024 MORISON INDUSTRIES PLC Contents Pages

Corporate information i

Report of the directors ii

Statement of directors' responsibilities vi

Statement of corporate responsibility vii

Management's report on the assessment of internal control over financial reporting viii

Certification of internal control over financial reporting ix

Assurance report on management's assessment of internal control over financial reporting x

Independent auditor's report 1 - 3

Statement of profit or loss and other comprehensive income 4

Statement of financial position 5

Statement of changes in equity 6

Statement of cash flows 7

Notes to the financial statements 8 - 31

Statement of value added 32

Five year financial summary 33

i

Corporate information

Directors Mr. Richard O.Titiloye Chairman

Mr. Adesoji A. Oladejo Managing Director Engineer Charles A. Osezua (OON) Non-Executive Director Mrs. Afolake Lawal Non-Executive Director

Non-Executive Director (Resigned on 14 November

Mr. Philip Olusegun Ayeni 2024)

Mr. John Adekoje Non-Executive Director

Registered Office 28/30 Morison Crescent Oregun Industrial Area Ikeja

Lagos

Tax Identification Number 01277168-0001

Registrar and Transfer Office Cardinal Stone(Registrars) Limited

335/337, Herbert Macaulay Way Yaba

Lagos

Auditor BDO Professional Services ADOL House

15 CIPM Avenue

Central Business District , Alausa Ikeja

Lagos

Solicitor S.B.Joseph & Co. 140 Borno Way Ebute Metta Lagos.

Bankers Ecobank Nigeria Limited Fidelity Bank Plc Stanbic IBTC Bank Plc

Union Bank of Nigeria Plc Wema Bank Plc

Zenith Bank Plc

MORISON INDUSTRIES PLC ii REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors hereby present their annual report on the affairs of Morison Industries Plc (''the Company''), together with the Financial Statements and Auditors' report for the year ended 31 December 2024 and that the Financial Statements have been prepared in accordance to the provisions of the International Financial Reporting Standard (IFRS).

Principal activity

The principal activities of the Company continue to be the production and marketing of pharmaceuticals hygiene products including the Morigad range of Disinfectants and the importation & distribution of medical, surgical and hospital equipment, instruments and consumable throughout the country.

The Company's production facilities are also made available for third party activities under contract manufacture arrangement.

Operating results

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

2024

₦'000

2023

₦'000

Revenue

287,179

145,225

Results from operating activities

(59,695)

(77,992)

Loss before taxation

(76,958)

(97,731)

Taxation

(1,789)

(993)

Loss for the year

(78,747)

(98,724)

Dividend

The Directors were unable to recommend the payment of a dividend due to the Company's performance for the operating period.

Board of Directors

The Company is run by a Board of Six (6) Directors comprising of one (1) Executive Director and five (5) Non-Executive Directors including the Chairman who heads the Board.

List of Board Members and attendance at meetings.

No. of

Meeting

30/01/24

28/03/24

23/07/24

23/12/24

Mr. Richard O. Titiloye

4

P

P

P

P

Mr. Soji Oladejo

4

P

P

P

P

Engr. Charles A. Osezua (OON)

4

P

P

P

P

Mr. Ayeni Philip

4

P

P

P

A

Mrs. Afolake Lawal

4

P

P

P

P

Mr. John Adekoje

4

P

P

P

P

Key: P = Present, A = Absent

MORISON INDUSTRIES PLC iii REPORT OF THE DIRECTORS (CONT'D)

FOR THE YEAR ENDED 31 DECEMBER 2024

Board Committees

Pursuant to the Company's Article of Association, Directors may delegate their powers to Committees as they think fit. Such Committees are required to exercise their delegated powers in conformity with the regulations laid down by the Board.

The Company has in place two (2) Board Committees namely: The Remuneration, Nomination & Governance Committee and Risk Management Committee. The Committees have written terms of reference to guide them in the performance of their duties. Each Committee reports to the Board of Directors and provides recommendations to the Board, when necessary, on matters requiring Board approval.

List of Committees members and attendance at meetings

Committee

Committee Membership

No. of Meetings/Attendance

Remuneration, Nomination & Governance

Engr. C. A. Osezua (OON)

2/2

Mrs. Afolake Lawal

2/2

Mr. Ayeni Philip

2/2

Mr. John Adekoje

2/2

Risk Management

Mrs. Afolake Lawal

2/2

Mr. Ayeni Philip

2/2

Mr. John Adekoje

2/2

Mr. Soji Oladejo

2/2

Directors and their Interests

The Directors who served during the year and their interests in the Issued Share Capital of the Company at the year end were as follows:

Shareholdings 31 December 2024

Shareholdings 31 December 2023

Directors' Name

Direct

Indirect

% of

Holdings

Direct

Indirect

% of

Holdings

Mr. Richard O. Titiloye

95,881,888

45,460,929

14.29

95,881,888

45,460,929

14.29

Engr. Charles A. Osezua (OON)

23,723,066

161,894,881

18.77

23,723,066

161,894,881

18.77

Mrs. Afolake Lawal

-

125,663,401

12.71

-

125,663,401

12.71

Mr. Ayeni Philip

-

60,871,500

6.15

-

60,871,500

6.15

Mr. Adekoje John O.

-

-

-

-

-

-

Mr. Adesoji Oladejo (MD)

-

-

-

-

-

-

*Mrs. Lawal represents the interest of GTI Securities Limited holders of 7.94% and G.Q. Sharitan Ventures Limited holders of 4.77% on the Board of Morison Industries Plc.

Mr. Ayeni Philip represents the interest of Morison Investment Limited holders of 6.15% on the Board of Morison Industries Plc.

MORISON INDUSTRIES PLC iv REPORT OF THE DIRECTORS (CONT'D)

FOR THE YEAR ENDED 31 DECEMBER 2024

Directors standing for re-election and their biographical details

The following directors will retire at the next Annual General Meeting and being eligible, offer themselves for re-election.

Mrs. Afolake Lawal

Afolake Lawal is the founder and Managing Partner of Imperial Law Office. She has nearly three decades experience in advising and growing global companies with significant operating scale and complexity. She is a co-founder of GTI Group and, prior to founding Imperial Law Office, she was the director of Business Development & Strategy at GTI Capital Limited.

Afolake Lawal also serves on the Board of Eterna Plc and Champion Breweries Plc. She is a SEC-licensed adviser, and a member of the Institute of Directors, Women Corporate Directors (Nigeria Chapter), Nigerian Institute of International Affairs, amongst others.

She was appointed to the Board of Morison Industries Plc. in August, 2018.

Mr. John Okanlawon Adekoje

John Okanlawon Adekoje is a Process Improvement Consultant and a Quality Management System (QMS) Auditor and Consultant with Single Point Consultants Limited.

He is an Industrial Pharmacist with over 30 years of experience, he holds a diploma in Marketing and has a Master of Business Administration Degree specializing in Operations Management.

He is a member of the Pharmaceutical Society of Nigeria (PSN), an Eminent Person of the Association of Industrial Pharmacists of Nigeria (NAIP) and member of the Nigerian Institute of Management (NIM). He was appointed to the Board of Morison Industries Plc. in August, 2020.

Statutory Audit Committee

The Committee is established to perform the functions stated in Section 404(7) of the Companies and Allied Matters Act, 2020.

There are Five (5) members of the Committee. The representative of the shareholders is the Chairman of the Committee. The Committee met during the period under review and discharged their responsibilities well.

The table below shows the members who served on the Committee during the period and their attendance at the meetings:

Names of Directors

No. of

Meeting

26/1/24

26/3/24

12/9/24

3/12/24

Mr. Chuks O. Osadinizu

4/4

P

P

P

P

Mr. Benedict Ugwuede

4/4

P

P

P

P

Mr. Oluwaseun Olukoya

4/4

P

P

P

P

Mr. Ayeni Philip

4/4

P

P

A

A

Afolake Lawal (Mrs.)

4/4

P

P

P

P

Key: P = Present, A = Absent

Donations and Gifts

Donation of N673,000 was made during the year ended 31 December 2024.

MORISON INDUSTRIES PLC v REPORT OF THE DIRECTORS (CONT'D)

FOR THE YEAR ENDED 31 DECEMBER 2024

Property, plant and equipment

Movement in the property, plant and equipment during the year are shown in note 16 of page 26 and in the opinion of the Directors, the fair value of the Company's property, plant and equipment is not lower than the value disclosed in the financial statements.

Auditor

BDO Professional Services (Chartered Accountants) have indicated their willingness to continue in office as the Company's auditor in accordance with section 401(2) of the Companies and Allied Matters Act, 2020. A resolution will be proposed authorizing the Directors to fix their remuneration.

By order of the Board



Bose Agbetu Company Secretary FRC/2014/NBA/00000007088 26 March 2025

MORISON INDUSTRIES PLC vi

STATEMENT OF DIRECTORS' RESPONSIBILITIES

FINANCIAL STATEMENTS, 31 DECEMBER 2024

The Companies and Allied Matters Act, 2020 requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of financial affairs of the Company at the end of the year and of the profit or loss for the year ended 31 December 2024, and in so doing they ensure that:

  1. Proper accounting records are maintained;

  2. Applicable accounting policies are adopted and consistently applied;

  3. Judgments and estimates made are reasonable and prudent;

  4. The going concern basis is used, unless it is inappropriate to presume that the Company will continue in business; and

  5. Internal control procedures are instituted which as far as reasonably possible, safeguard the assets of the Company and prevent and detect fraud and other irregularities.

The Directors accept responsibility for the annual financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgements and estimates, in conformity with the International Financial Reporting Standards (IFRS) and the requirements of the Companies and Allied Matters Act, 2020.

The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial control.





Nothing has come to the attention of the Directors to indicate that the Company will not remain a going concern for at least twelve months from the date of this statement.

TITILOYE, Richard Olaniyi OLADEJO, Akinola Adesoji

Chairman Managing Director

FRC/2013/ICAN/00000003887 FRC/2021/003/00000022832

MORISON INDUSTRIES PLC vii

STATEMENT OF CORPORATE RESPONSIBILITY

FOR THE YEAR ENDED 31 DECEMBER 2024

In line with the provisions of Section 405 of the Companies and Allied Matters Act, 2020; we have reviewed the audited financial statements of the Company for the year ended 31 December 2024 and based on our knowledge confirm as follows:

  1. the audited financial statements do not contain any untrue statement of material fact or omit to state a material fact, which would make the statements misleading;

  2. the audited financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operations of the Company as at and for the year ended 31 December 2024.

  3. the Company's internal controls have been designed to ensure that all material information relating to the Company is received and provided to the Auditor in the course of the audit.

  4. the Company's internal controls were evaluated within 90 days of the financial reporting date and were effective as at 31 December 2024.

  5. that we have disclosed to the Auditor that there are no significant deficiencies in the design or operations of the Company's internal controls which could adversely affect the Company's ability to record, process, summarise and report financial data, and have discussed with the Auditor any weaknesses in internal controls observed in the course of the Audit.

  6. that we have disclosed to the Auditor that there is no fraud involving management or other employees who have significant role in the Company's internal control; and

  7. there are no significant changes in internal controls or in other factors which could significantly affect internal controls subsequent to the date of this audit, including any corrective actions with regard to any observed deficiencies and material weaknesses



AYEGBO, Oluwafemi Olanrewaju OLADEJO, Akinola Adesoji

Financial Controller Managing Director

FRC/2021/001/00000022831 FRC/2021/003/00000022832

MORISON INDUSTRIES PLC viii MANAGEMENT'S REPORT ON THE ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING For the year ended 31 December 2024

Management of Morison Industries Plc ("the Company") is responsible for establishing and maintaining an adequate system of internal control over financial reporting, including safeguarding of assets against unauthorized acquisition, use or disposition. This system is designed to provide reasonable assurance to Management and the board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company's internal control system is supported by written policies and procedures, incorporates self monitoring mechanisms, and is subject to internal audit reviews. When deficiencies are identified, Management takes appropriate corrective actions. However, like all internal control systems, inherent limitations exist, including the potential for circumvention or overriding of controls.

As of 31 December 2024, Management conducted an assessment of the effectiveness of internal control over financial reporting using the COSO 2013 Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, Management ascertained that, as of 31 December 2024, the Company's internal control over financial reporting was properly designed and effectively operating. Furthermore, no material weaknesses were identified in the Company's internal control over financial reporting.

The effectiveness of the Company's internal control over financial reporting as of 31 December 2024, has been audited by an independent registered accounting firm.

Dated 26 March 2025


TITILOYE, Richard Olaniyi OLADEJO, Akinola Adesoji Chairman Managing Director FRC/2013/ICAN/00000003887 FRC/2021/003/00000022832

MORISON INDUSTRIES PLC ix

CERTIFICATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING FOR THE YEAR ENDED 31 DECEMBER 2024

We, Oladejo Adesoji (Managing Director) and Ayegbo Oluwafemi (Financial Controller) of Morison Industries Plc, certify that:

We have reviewed the Management Report on the Assessment of Internal Control Over Financial Reporting of Morison Industries 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 ensure that the statements made, in light of the circumstances under which such statements were made, not misleading with respect to 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. have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, is made known to us by others, particularly during the period in which this report is being prepared;

  3. 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 in accordance with generally accepted accounting principles.

  4. have evaluated the effectiveness of the Company's internal controls and procedures as of a date within 90 days prior to this 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.

Based on our most recent evaluation of internal control system, we have disclosed to the Company's auditor and the audit committee of the board of directors (or persons performing the equivalent functions):

  1. that there are no significant deficiencies or material weaknesses in the design or operation of the internal control system that could reasonably likely to adversely affect the Company's ability to record, process, summarize, and report financial information.

  2. that no fraud, whether material or not, involving management or employees with a significant role in the internal control system has been identified.

We have also disclosed in this report whether there have been any significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated 26 March 2025



OLADEJO, Akinola Adesoji AYEGBO, Oluwafemi Olanrewaju

Managing Director Financial Controller

FRC/2021/003/00000022832 FRC/2021/001/00000022831



Tel: +234 1 4483050-9

+234 (0) 903 644 0755

bdonig@bdo-ng.com https://www.bdo-ng.com

ADOL House

15 CIPM Avenue

Central Business District, Alausa, Ikeja

P. O. Box 4929, GPO, Marina

Lagos, Nigeria

Assurance Report of Independent Auditor

To the Shareholders of Morison Industries Plc

Assurance Report on Management's Assessment of Control over Financial Reporting

We have performed a limited assurance engagement on Morison Industries Plc ("the Company") internal control over financial reporting as of 31 December 2024, based on Financial Reporting Council (FRC) Guidance on Management Report on Internal Control Over Financial Reporting and Securities and Exchange Commission (SEC) Guidance on Management Report on Internal Control over Financial Reporting. Morison Industries Plc's Board of Directors and Management are 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 Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's Internal Control over Financial Reporting based on our Assurance engagement.

In our opinion, nothing has come to our attention that the internal control procedures over financial reporting put in place by management are not adequate as of the specified date, based on the FRC/SEC Guidance on Management Report on Internal Control Over Financial Reporting.

We have complied with independence and other ethical requirements of the Code of Ethics for professional Accountants issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

The Firm applies the International Standard on Quality Management 1, Quality Management for firms that perform audit or review of financial statements, or other assurance or related services engagement which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements.

We conducted our Assurance engagement in accordance with FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting. That Guidance requires that we plan and perform the Assurance engagement and provide a limited assurance report on the entity's internal control over financial reporting based on our assurance engagement.

As prescribed in the Guidance, the 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 provide a basis for our report on the internal control put in place by management over financial reporting.

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 in accordance with generally accepted accounting principles. A Company's internal control over financial reporting includes those policies and procedures that:

i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the Company;

ii 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 authorization of management and directors of the Company; and

iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect all 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.

BDO Professional Services - FRC/2024/COY/398515

Olugbemiga A. Akibayo, FCA - FRC/2013/PRO/ICAN/004/00000001076 For: BDO Professional Services

Lagos, Nigeria 2 June 2025

BDO Professional Services, a firm of Chartered Accountants registered in Nigeria, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Partners: Olugbemiga A. Akibayo, Kamar Salami, Henry B. Omodigbo, Gideon Adewale, Olusegun Agbana-Anibaba, Ajibola O. Falola Wahab O. Afolabi

BN: 170585



Tel: +234 1 4483050-9

+234 (0) 903 644 0755

bdonig@bdo-ng.com

https://www.bdo-ng.com

INDEPENDENT AUDITOR'S REPORT

TO THE SHAREHOLDERS OF MORISON INDUSTRIES PLC REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

ADOL House

15 CIPM Avenue

Central Business District,

Alausa, Ikeja

P. O. Box 4929, GPO, Marina

Lagos, Nigeria

We have audited the financial statements of Morison Industries Plc which comprise, the statement of financial position as at 31 December 2024, the statement of profit or loss and other comprehensive income, statement of changes in equity, and statement of cash flows for the year then ended; and notes to the financial statements, including a summary of significant accounting policies and other explanatory notes.

In our opinion the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2024 and of its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board, and in compliance with the relevant provisions of the Financial Reporting Council of Nigeria (Amendment) Act, 2023 and the Companies and Allied Matters Act, 2020.

Basis for Opinion

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

Material uncertainty related to Going Concern

We draw attention to Note 35 of the financial statements which indicates that the Company incurred a loss before taxation of ₦77 million during the year ended 31 December 2024 (2023: ₦98 million) and as at that date, the Company's current liabilities exceeded its current assets by ₦438 million (2023: ₦392 million). The Company also has accumulated losses of ₦916 million as at 31 December 2024 (2023: ₦838 million). These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matter

Key audit matter is the matter that, in our professional judgement, was of most significance in our audit of the financial statements of the current year. This matter was addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

Revenue recognition Risk

Revenue is recognised and posted as sales when invoices are raised irrespective of whether the goods have been

delivered and the waybill endorsed by the customers. There is a risk that sales may not exist and be misstated as transfer of control may not have passed to the third party in line with the Company's accounting policies and the provisions of International Financial Reporting Standard(IFRS)15.

Our response

Our audit procedures in response to the risk included, amongst others:

  • Confirmation of revenue cycle cut-off from goods dispatched for completeness at year end

  • For a selected sample of signed delivery notes/waybills listing in the verified store records, we:

    • Obtained details of dispatches of inventory prior to and subsequent to the year end, and confirmed that they were appropriately treated.

    • Traced delivery notes/waybills signed by the customer or its representative as maintained by Store to invoices recorded in sales ledger before and after year end.

    • Verified and confirmed that revenue and receivables were recorded in the appropriate accounting period.

BDO Professional Services, a firm of Chartered Accountants registered in Nigeria, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Partners: Olugbemiga A. Akibayo, Kamar Salami, Henry B. Omodigbo, Gideon Adewale, Olusegun Agbana-Anibaba, Ajibola O. Falola Wahab O.

Afolabi

BN: 170585



2

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Chairman's statement, Directors' report, Statement of Directors' Responsibilities and Statement of Corporate Responsibility but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the 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 during the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Statements

The Directors are responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, and in compliance with the relevant provisions of the Financial Reporting Council of Nigeria (Amendment) Act, 2023 and the Companies and Allied Matters Act, 2020 and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting processes

Auditor's responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a 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 International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.



    3

  • Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

Report on other legal and regulatory requirements

The 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:

  1. 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;

  2. in our opinion, proper books of account have been kept by the Company, and

  3. the Company's statement of financial position, and its statement of profit or loss and other comprehensive income are in agreement with the books of account.

Olugbemiga A. Akibayo, FCA FRC/2013/PRO/ICAN/004/00000001076

For: BDO Professional Services Chartered Accountants



Lagos, Nigeria 2 June 2025

4

MORISON INDUSTRIES PLC STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

Notes

2024

N'000

2023

N'000

Revenue

7

287,179

145,225

Cost of sales

8

(209,815)

(119,940)

Gross profit

77,364

25,285

Distribution and selling expenses

9

(34,720)

(21,703)

Operating expenses

10

(170,699)

(136,961)

Other operating income

11

68,360

55,387

Loss from operations

(59,695)

(77,992)

Finance income

12

2,337

-

Finance expenses

12

(19,600)

(19,739)

Net finance expenses

(17,263)

(19,739)

Loss before taxation

13

(76,958)

(97,731)

Tax expense

14

(1,789)

(993)

Loss for the year

(78,747)

(98,724)

Other comprehensive income

Items that will not be reclassified to profit or loss:

-

-

Items that will or may be reclassified to profit or loss:

-

-

Total other comprehensive income

-

-

Total comprehensive loss

(78,747)

(98,724)

Loss per share(kobo)

27

(8)

(10)

The accompanying notes on pages 8 to 31 and other national disclosures on pages 32 and 33 form an integral part of these financial statements.

Auditor's report, pages 1 to 3

5

MORISON INDUSTRIES PLC

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024

Assets

Non-current assets

Notes

2024

N'000

2023

N'000

Property, plant and equipment

16

1,404,492

1,436,971

Current assets

Inventories

17

69,599

34,512

Trade and other receivables

18

59,223

37,257

Cash and cash equivalents

19

21,996

16,743

150,818

88,512

Total assets

1,555,310

1,525,483

Liabilities Current liabilities Borrowings

20

173,723

154,123

Trade and other payables

21

410,388

323,203

Income tax payables

14(v)

4,710

2,921

588,821

480,247

Non-current liabilities

Employees' benefit obligations

22

515

515

Deferred tax liabilities

15

184,163

184,163

184,678

184,678

Total liabilities

773,499

664,925

Net assets

781,811

860,558

Equity

Share capital

23

494,580

494,580

Share premium

24

84,477

84,477

Accumulated losses

25

(916,281)

(837,534)

Revaluation reserve

26

1,119,035

1,119,035

Total equity

781,811

860,558

The financial statements and accompanying notes on pages 4 to 33 were approved and authorised for issue by the Board of Directors on 26 March 2025 and signed on its behalf by:



TITILOYE, Richard Olaniyi

Chairman

OLADEJO, Akinola Adesoji Managing Director

AYEGBO, Oluwafemi Olanrewaju Financial Controller

FRC/2013/ICAN/00000003887

FRC/2021/003/00000022832

FRC/2021/001/00000022831

The accompanying notes on pages 8 to 31 and other national disclosures on pages 32 and 33 form an integral part of these financial statements.

Auditor's report, pages 1 to 3

6

MORISON INDUSTRIES PLC STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

Share

Capital

Share

Premium

Accumulated

Losses

Revaluation

Reserve

Total

Equity

N'000

N'000

N'000

N'000

N'000

Balance at 1 January 2023

494,580

84,477

(738,810)

1,119,035

959,282

Comprehensive income for the year:

Loss for the year

-

-

(98,724)

-

(98,724)

Other comprehensive income

-

-

-

-

-

Total comprehensive loss for the year

-

-

(98,724)

-

(98,724)

Transactions with owners recorded directly in equity

-

-

-

-

-

Total transactions with equity owners

-

-

-

-

-

Balance at 31 December 2023

494,580

84,477

(837,534)

1,119,035

860,558

N'000

N'000

N'000

N'000

N'000

Balance at 1 January 2024

494,580

84,477

(837,534)

1,119,035

860,558

Comprehensive income for the year

Loss for the year

-

-

(78,747)

-

(78,747)

Other comprehensive income

-

-

-

-

-

Total comprehensive loss for the year

-

-

(78,747)

-

(78,747)

Transactions with owners, recorded directly in equity

-

-

-

-

-

Total transactions with equity owners

-

-

-

-

-

Balance at 31 December 2024

494,580

84,477

(916,281)

1,119,035

781,811

The accompanying notes on pages 8 to 31 and other national disclosures on pages 32 and 33 form an integral part of these financial statements.

Auditor's report, pages 1 to 3

7

MORISON INDUSTRIES PLC STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

Cash flows from operating activities

Notes

2024

N'000

2023

N'000

Loss before taxation

(76,958)

(97,731)

Adjustments for non-cash items:

Finance income

12

(2,337)

-

Finance expenses

12

19,600

19,739

Allowance for credit losses- trade receivables

18(a)

15,118

11,586

Allowance for credit losses- other receivables

18(e)

3,706

2,348

Reversal of impairment allowance on trade receivables

18(a)

-

(1,760)

Depreciation of property, plant and equipment

16

33,054

33,800

(7,817)

(32,018)

(Increase)/decrease in inventories

(35,087)

971

Increase in trade and other receivables

18(c)

(40,790)

(832)

Increase in trade and other payables

87,185

37,414

Cash generated from operations

3,491

5,535

Income taxes paid

14

-

-

Net cash inflow from operating activities

3,491

5,535

Cash flows from investing activities

Purchase of property, plant and equipment

16

(575)

(1,366)

Finance income

12

2,337

-

Net cash inflow/(outflow) from investing activities

1,762

(1,366)

Cash flows from financing activities

Interest paid

20

-

(2,014)

Additions to borrowings

20

-

3,700

Repayment during the year

20

-

(3,700)

Net cash outflow from financing activities

-

(2,014)

Net increase in cash and cash equivalents

5,253

2,155

Cash and cash equivalents at the beginning of the year

16,743

14,588

Cash and cash equivalents at the end of the year

19

21,996

16,743

The accompanying notes on pages 8 to 31 and other national

disclosures

on pages 32

and 33 form an

integral part of these financial statements.

Auditor's report, pages 1 to 3

MORISON INDUSTRIES PLC 8

FINANCIAL STATEMENTS, 31 DECEMBER 2024

NOTES TO THE FINANCIAL STATEMENTS

  1. Corporate information and principal activities

    The Company was incorporated in Nigeria as a private limited liability Company on 29 June 1955 and it commenced business on the same day. It converted to a public quoted Company in 1978. Morison Investment Limited, UK, and Nigerian citizens own 6.15% and 93.85% respectively of the issued share capital of the Company.

    The Company is engaged in the production and marketing of pharmaceuticals, hygiene products which include Morigad range of disinfectants and the importation and distribution of medical, surgical and hospital equipment and consumables made by Braun & Company Limited,BSN Medical, Desoutter Medical Limited, Heraeus Medical GmbH and Smith & Nephew Limited.

  2. Basis of preparation

    1. Statement of compliance

      The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and the requirements of the Companies and Allied Matters Act, 2020.

      The financial statements were approved and authorised for issue by the Board of Directors on 26 March 2025.

    2. Basis of measurement

      The financial statements have been prepared under the historical cost concept except for certain financial instruments which are measured at fair value as mentioned in the accounting policies in Note 5.

    3. Functional and presentation currency

      The Company's functional and presentation currency is the Nigerian Naira. The financial statements are presented in Nigerian Naira and have been rounded up to the nearest thousand except where otherwise stated.

    4. Use of estimates and judgements

      The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and judgements. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

  3. Changes in accounting policies

    1. New standards, interpretations and amendments adopted from 1 January 2024

The following amendments are effective for the period beginning 1 January 2024:



Lease Liability in a Sale and Leaseback (Amendments to IFRS 16);



These amendments to various IFRS Accounting Standards are mandatorily effective for reporting periods beginning on or after 1 January 2024.

Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7)

On 25 May 2023, the IASB issued Supplier Finance Arrangements, which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments:Disclosures.

The amendments require entities to provide certain specific disclosures (qualitative and quantitative) related to supplier finance arrangements. The amendments also provide guidance on characteristics of supplier finance arrangements.

Lease Liability in a Sale and leaseback (Amendments to IFRS 16);

On 22 September 2022, the IASB issued amendments to IFRS 16 - Lease Liability in a Sale and Leaseback (the Amendments).

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