Morison Industries PlcNSENG: MORISON

Quarter 5 - financial statement for 2025

· MarketScreener
MORISON INDUSTRIES PLC FINANCIAL STATEMENTS 31 DECEMBER 2025 MORISON INDUSTRIES PLC Contents Pages

Corporate information i

Report of the directors ii

Statement of directors' responsibilities v

Statement of corporate responsibility vi

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

Certification of internal control over financial reporting viii

Assurance report on management's assessment of internal control over financial reporting 1

Independent auditor's report 2 - 4

Statement of profit or loss and other comprehensive income 5

Statement of financial position 6

Statement of changes in equity 7

Statement of cash flows 8

Notes to the financial statements 9 - 33

Statement of value added 34

Five year financial summary 35

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

Mr. John Adekoje Non-Executive Director

Mr. Ayeni Philip Non-Executive Director (Resigned w.e.f 19/6/2025) Mr. Akintayo Odeyemi Non-Executive Director (Appointed w. e. f. 19/6/2025)

Chief Mathew Akinlade Non-Executive Director (Appointed w. e. f.18/12/2025)

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

The Directors hereby present their annual report on the affairs of Morison Industries Plc (''the Company''), together with the Financial Statements and Auditor's report for the year ended 31 December 2025 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:

2025

₦'000

2024

₦'000

Revenue

513,767

287,179

Results from operating activities

34,337

(59,695)

Profit/(loss) before taxation

15,736

(76,958)

Taxation

(3,426)

(1,789)

Profit/(loss) for the year

12,310

(78,747)

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 Seven (7) Directors comprising of one (1) Executive Director and five (6) Non-Executive Directors including the Chairman who heads the Board.

List of Board Members and attendance at meetings.

No. of

Meeting

26/3/25

24/7/25

28/10/25

18/12/25

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

A

A

A

Mr. Odeyemi Akintayo

4

A

P

P

P

Mrs. Afolake Lawal

4

P

P

P

P

Mr. John Adekoje

4

P

P

P

P

Chief Mathew Akinlade

4

A

A

A

P

Key: P = Present, A = Absent

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

0/2

Mr. Odeyemi Akintayo

2/2

Mr. John Adekoje

2/2

Risk Management

Mrs. Afolake Lawal

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 2025

Shareholdings 31 December 2024

Directors' Name

Direct

Indirect

% of

Holdings

Direct

Indirect

% of

Holdings

Mr. Richard O. Titiloye

95,881,888

45,460,929

11.25

95,881,888

45,460,929

14.29

Engr. Charles A. Osezua (OON)

23,723,066

178,000,000

16.06

23,723,066

161,894,881

18.77

Mrs. Afolake Lawal

-

125,663,401

10.00

-

125,663,401

12.71

Mr. Ayeni Philip

-

-

-

-

60,871,500

6.15

Mr. Odeyemi Akintayo

-

60,871,500

4.85

-

-

-

Chief Mathew Akinlade

2,000

-

-

-

-

-

Mr. Adekoje John O.

-

-

-

-

-

-

Mr. Adesoji Oladejo (MD)

-

-

-

-

-

-

*Mrs. Lawal represents the interest of GTI Securities Limited holders of 6.25% and G.Q. Sharitan Ventures Limited holders of 3.75% on the Board of Morison Industries Plc.

Mr. Odeyemi Akintayo represents the interest of Morison Investment Limited holders of 4.85% on the Board of Morison Industries Plc.

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

30/1/25

25/3/25

9/9/25

27/11/25

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

2/4

P

P

A

A

Mr. Odeyemi Akintayo

2/4

A

A

P

P

Afolake Lawal (Mrs.)

4/4

P

P

P

P

Key: P = Present, A = Absent

Donations and Gifts

Donation of Nil was made during the year ended 31 December 2025.

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 21 April 2026

MORISON INDUSTRIES PLC v

STATEMENT OF DIRECTORS' RESPONSIBILITIES

FINANCIAL STATEMENTS, 31 DECEMBER 2025

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 2025, 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 vi

STATEMENT OF CORPORATE RESPONSIBILITY

FOR THE YEAR ENDED 31 DECEMBER 2025

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 2025 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 2025.

  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 2025.

  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



ABIOYE, Olajide Adedayo OLADEJO, Akinola Adesoji

Financial Controller Managing Director

FRC/2017/ICAN/00000016358 FRC/2021/003/00000022832

MORISON INDUSTRIES PLC vii MANAGEMENT'S REPORT ON THE ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING FOR THE YEAR ENDED 31 DECEMBER 2025

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 2025, 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 2025, 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 2025, has been audited by an independent registered accounting firm.

Dated 21 April 2026

TITILOYE, Richard Olaniyi OLADEJO, Akinola Adesoji Chairman Managing Director FRC/2013/ICAN/00000003887 FRC/2021/003/00000022832 MORISON INDUSTRIES PLC vii CERTIFICATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING FOR THE YEAR ENDED 31 DECEMBER 2025

We, Oladejo Adesoji (Managing Director) and Abioye Adedayo (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 21 April 2026

OLADEJO, Akinola Adesoji ABIOYE, Olajide Adedayo Managing Director Financial Controller FRC/2021/003/00000022832 FRC/2017/ICAN/00000016358

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 2025, 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 30 April 2026

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, Henry B. Omodigbo, Gideon Adewale, Olusegun Agbana-Anibaba, Ajibola O. Falola, Wahab O. Afolabi

Emmanuel O. Dosunmu BN: 170585



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

INDEPENDENT AUDITOR'S REPORT

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

Opinion

We have audited the financial statements of Morison Industries Plc which comprise, the statement of financial position as at 31 December 2025, 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 material 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 2025 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 though the Company recorded a profit before tax of N15.7million during the year ended 31 December 2025 (2024: loss before tax of N77 million) and generated net cash inflows from operating activities of N129.2 million (2024: N3.5 million), as at that date, its current liabilities exceeded its current assets by N10.8 million (2024:N438million) and had accumulated losses of N903.9 million (2024: N916.3 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, Henry B. Omodigbo, Gideon Adewale, Olusegun Agbana -Anibaba, Ajibola O. Falola, Wahab O. Afolabi

Emmanuel O. Dosunmu BN: 170585

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 process.

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.

  • 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 30 April 2026

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

Notes

2025

N'000

2024

N'000

Revenue

7

513,767

287,179

Cost of sales

8

(313,578)

(209,815)

Gross profit

200,189

77,364

Distribution and selling expenses

9

(51,787)

(34,720)

Operating expenses

10

(233,947)

(170,699)

Other operating income

11

119,882

68,360

Profit/(loss) from operations

34,337

(59,695)

Finance income

12

999

2,337

Finance expenses

12

(19,600)

(19,600)

Net finance expenses

(18,601)

(17,263)

Profit/(loss) before taxation

13

15,736

(76,958)

Tax expense

14(i)

(3,426)

(1,789)

Profit/(loss) for the year

12,310

(78,747)

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 income/(loss)

12,310

(78,747)

Profit/(loss) per share (kobo)

27

1

(8)

The accompanying notes on pages 9 to 33 and other national disclosures on pages 34 and 35 form an integral part of these financial statements.

Auditor's report, pages 2 to 4

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

Assets

Non-current assets

Notes

2025

N'000

2024

N'000

Property, plant and equipment

16

1,382,414

1,404,492

Current assets

Inventories

17

68,679

69,599

Trade and other receivables

18

118,591

59,223

Cash and cash equivalents

19

541,186

21,996

728,456

150,818

Total assets

2,110,870

1,555,310

Liabilities Current liabilities Borrowings

20

193,323

173,723

Trade and other payables

21

536,779

410,388

Income tax payables

14(v)

9,190

4,710

739,292

588,821

Non-current liabilities

Employees' benefit obligations

22

515

515

Deferred tax liabilities

15

176,685

184,163

177,200

184,678

Total liabilities

916,492

773,499

Net assets

1,194,378

781,811

Equity

Share capital

23

627,999

494,580

Share premium

24

351,315

84,477

Accumulated losses

25

(903,971)

(916,281)

Revaluation reserve

26

1,119,035

1,119,035

Total equity

1,194,378

781,811

The financial statements and accompanying notes on pages 5 to 35 were approved and authorised for issue by the Board of Directors on 21 April 2026 and signed on its behalf by:



TITILOYE, Richard Olaniyi

Chairman

OLADEJO, Akinola Adesoji Managing Director

ABIOYE, Olajide Adedayo Financial Controller

FRC/2013/ICAN/00000003887

FRC/2021/003/00000022832

FRC/2017/ICAN/00000016358

The accompanying notes on pages 9 to 33 and other national disclosures on pages 34 and 35 form an integral part of these financial statements.

Auditor's report, pages 2 to 4

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

Share

Capital

Share

Premium

Accumulated

Losses

Revaluation

Reserve

Total

Equity

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

N'000

N'000

N'000

N'000

N'000

Balance at 1 January 2025

494,580

84,477

(916,281)

1,119,035

781,811

Comprehensive income for the year

Profit for the year

-

-

12,310

-

12,310

Other comprehensive income

-

-

-

-

-

Total comprehensive income for the year

-

-

12,310

-

12,310

Transactions with owners, recorded

directly in equity

Issue of shares

133,419

266,838

-

-

400,257

Total transactions with equity owners

133,419

266,838

-

-

400,257

Balance at 31 December 2025

627,999

351,315

(903,971)

1,119,035

1,194,378

The accompanying notes on pages 9 to 33 and other national disclosures on pages 34 and 35 form an integral part of these financial statements.

Auditor's report, pages 2 to 4

MORISON INDUSTRIES PLC STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

Cash flows from operating activities

Notes

2025

N'000

2024

N'000

Profit/(loss) before taxation

15,736

(76,958)

Adjustments for non-cash items:

Finance income

12

(999)

(2,337)

Finance expenses

12

19,600

19,600

Allowance for credit losses- trade receivables

18(a)

24,966

15,118

Allowance for credit losses- other receivables

18(c)

5,351

3,706

Reversal of impairment allowance on trade receivables

18(a)

(26,081)

-

Depreciation of property, plant and equipment

16

33,349

33,054

Withholding tax utilised to offset income tax liability

14(v)

(5,025)

-

66,897

(7,817)

Changes in working capital

Inventories

920

(35,087)

Trade and other receivables

18(c)

(63,604)

(40,790)

Trade and other payables

126,391

87,185

Cash generated from operations

130,604

3,491

Income taxes paid

14(v)

(1,399)

-

Net cash inflow from operating activities

129,205

3,491

Cash flows from investing activities

Purchase of property, plant and equipment

16

(11,271)

(575)

Finance income

12

999

2,337

Net cash (outflow)/inflow from investing activities

(10,272)

1,762

Cash flows from financing activities

Share capital

23

133,419

-

Share premium

24

266,838

-

Net cash inflow from financing activities

400,257

-

Net increase in cash and cash equivalents

519,190

5,253

Cash and cash equivalents at the beginning of the year

21,996

16,743

Cash and cash equivalents at the end of the year

19

541,186

21,996

The accompanying notes on pages 9 to 33 and other national disclosures on pages 34 and 35 form an integral part of these financial statements.

Auditor's report, pages 2 to 4

MORISON INDUSTRIES PLC 9

FINANCIAL STATEMENTS, 31 DECEMBER 2025

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 21 April 2026.

    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 2025

      Lack of exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates)

      On 15 August 2023, the IASB issued amendments to IAS 21 titled Lack of Exchangeability. These amendments introduce guidance on assessing when a currency is exchangeable into another currency and when it is not. Where a currency is determined to be not exchangeable, an entity is required to estimate the spot exchange rate for use in applying IAS 21.

      These amendments did not have an impact on the Company's financial statements

    2. New standards, interpretations and amendments not yet effective

      There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Company has decided not to adopt early.

      The following amendments are effective for the annual reporting period

      • Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures)

        • Clarification that financial liabilities are derecognised on the settlement date, with an accounting policy choice (subject to specific conditions) to derecognise liabilities settled via electronic payment systems before the settlement date.

        • Additional guidance on assessing contractual cash flows for financial assets with environmental, social and governance (ESG) or similar features.

        • Clarifications on non-recourse features and the characteristics of contractually linked instruments.

        • New disclosure requirements for financial instruments with contingent features and enhanced disclosures for equity instruments measured at fair value through other comprehensive income (OCI).

          MORISON INDUSTRIES PLC 10

          FINANCIAL STATEMENTS, 31 DECEMBER 2025

          NOTES TO THE FINANCIAL STATEMENTS

          The amendments are effective for annual periods beginning on or after 1 January 2026, with early application permitted for the classification of financial assets and related disclosures. The Company does not expect these amendments to have a material impact on its financial statements.

          • Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and IFRS 7

            Issued in December 2024, these amendments apply to contracts referencing nature-dependent electricity and:

        • Clarify the application of the 'own-use' requirements.

        • Modify designation requirements for hedged items in cash flow hedging relationships.

        • Introduce new disclosure requirements to explain the impact of these contracts on financial performance and cash flows.

          The amendments are effective for annual periods beginning on or after 1 January 2026 (early application permitted). Own-use amendments apply retrospectively; hedge accounting amendments apply prospectively to new hedging relationships. IFRS 7 disclosures must be implemented with IFRS 9 amendments.

          The Company does not expect these amendments to have a material effect on its financial statements.

          • Annual Improvements to IFRS Accounting Standards - Volume 11 Issued in July 2024, these nine narrow-scope amendments provide clarifications and corrections to improve consistency in:

        • IFRS 1 First-time Adoption of IFRS

        • IFRS 7 Financial Instruments: Disclosures (including implementation guidance)

        • IFRS 9 Financial Instruments

        • IFRS 10 Consolidated Financial Statements

        • IAS 7 Statement of Cash Flows

          The amendments are effective for annual periods beginning on or after 1 January 2026 (early application permitted). The Company does not expect these amendments to have a material effect on its financial statements.

          The following standards and amendments are effective for the annual reporting period beginning 1 January 2027:

          • IFRS 18 Presentation and Disclosure in Financial Statements

            IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorisation and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures.

            These new requirements are expected to impact all reporting entities. IFRS 18 and all consequential amendments are effective for reporting periods beginning on or after 1 January 2027, with earlier application permitted. Retrospective application is required.

            The Company is currently assessing the effect of these new accounting standards and amendments.

          • IFRS 19 Subsidiaries without Public Accountability: Disclosures

        IFRS 19 was issued in May 2024, IFRS 19 introduces a reduced-disclosure framework for subsidiaries that:

        • Do not have public accountability; and

        • Are included in consolidated financial statements of a parent applying full IFRS.

        Under IFRS 19, eligible subsidiaries apply recognition, measurement, and presentation requirements of IFRS Standards but follow simplified disclosure requirements set out in IFRS 19. IFRS 19 will become effective for reporting periods beginning on or after 1 January 2027, with early application permitted.

        The Company is assessing the potential adoption of IFRS 19 for qualifying subsidiaries. No decision has been finalized, and the impact on future financial statements is under review.

  4. Critical accounting estimates and judgements

    The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience as well as other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are:

    1. Income and deferred taxation

      Morison Industries Plc usually incurs income taxes payable, and also recognises changes to deferred tax assets and deferred tax liabilities, all of which are based on management's interpretations of applicable laws and regulations. The quality of these estimates is highly dependent upon management's ability to properly apply at times a very complex sets of rules, to recognise changes in applicable rules and, in the case of deferred tax assets, management's ability to project future earnings from activities that may apply loss carry forward positions against future income taxes.

    2. Impairment of property, plant and equipment

      Morison Industries Plc assesses assets or groups of assets for impairment annually or whenever events or changes in circumstances indicate that carrying amounts of those assets may not be recoverable. In assessing whether a write-down of the carrying amount of a potentially impaired asset is required, the asset's carrying amount is compared to the recoverable amount. Frequently, the recoverable amount of an asset proves to be the Company's estimated value in use.

      The estimated future cash flows applied are based on reasonable and supportable assumptions and represent management's best estimates of the range of economic conditions that will exist over the remaining useful life of the cash flows generating assets.

    3. Legal proceedings

      The Company reviews outstanding legal cases following developments in the legal proceedings and at each reporting date, in order to assess the need for provisions and disclosures in its financial statements. Among the factors considered in making decisions on provisions are the nature of litigation, claim or assessment, the legal process and potential level of damages in the jurisdiction in which the litigation, claim or assessment has been brought, the progress of the case (including the progress after the date of the financial statements but before those statements are issued), the opinions or views of legal advisers, experience on similar cases and any decision of the Company's management as to how it will respond to the litigation, claim or assessment.

    4. Estimates of useful lives and residual values

      The estimates of useful lives and residual values of property, plant and equipment impact the annual depreciation charge. The useful lives and residual values are based on management experience and the condition of the assets. Consideration is given to management's intended usage policy for the assets in the future and potential market prices of similar assets.

  5. Summary of material accounting policies

    The Company's accounting policies set out below have been applied consistently to all years presented in these financial statements.

    1. Foreign currency transactions

      In preparing the financial statements of the Company, transactions in currencies other than the entity's presentation currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions and any exchange differences arising are included in the profit or loss of the reporting year.

      At the end of each reporting year, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. 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 translated using the exchange rate of the transaction (i.e not retranslated).

    2. Revenue

      1. Identification of contract with customers

        For sales of goods, contract with customers is established when the Company accepts and confirms the purchase order from customers. For services, contract with customers is established when a contract agreement is signed between the Company and the customers.

      2. Performance obligation and timing of revenue recognition

        Revenue represents the fair value of the consideration received or receivable for sales of goods and services, in the ordinary course of the Company's activities and is stated net of value-added tax (VAT). The Company derived revenue principally from the sales of locally manufactured products, imported medical products and contract manufacture products. Revenue is recognised at a point in time when control of goods has transferred, being when the products are delivered to the customers (end users). Delivery occurs when the products have been shipped to the specific location and the control has been transferred and evidence of delivery received from the customers and the Company has objective evidence that all criteria for acceptance have been satisfied. No sales are reported if control of the goods has not been passed to the customers.

      3. Determining the transaction price

        Most of the Company's revenue is derived from price list and the amount of revenue to be earned from each consumer sales and contract manufacturer is determined by reference to those price lists. The Company has full discretion over the price to sell the products.

      4. Allocating amounts to performance obligation

        All prices have been allocated to each performance obligation identified in the contract on a relative standalone selling price basis.Each service is invoiced separately based on the capacity provided and the price agreed with the customer. Therefore, there is no judgement invloved in allocating contract price to performance obligations(all performance obligations are capable of being, and are, sold separately).

      5. Revenue recognition

      Revenue is recognised when the Company satisfies performance obligation. Satisfaction occurs when the Company transfers control of products to the customers. Control is the ability to direct the use and obtain substantially all of the remaining benefits from an asset.

    3. Cost of Sales

      Cost of sales includes the cost of manufacturing inventory, costs related to transportation, impairment and inventory write downs.

    4. Finance income and finance expenses

      Finance income comprises interest income on short term deposits with banks. Interest income on short term deposits is recognised and 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. Interest income is recognised in the statement of profit or loss and other comprehensive income as it accrues, using the effective interest method.

      Finance expenses comprise interest on finance lease and borrowings

    5. Property, plant and equipment

      1. Recognition and measurement

        Property, plant and equipment are stated at cost/revalued amount less accumulated depreciation and any accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the assets.

        Revalued amount represents the fair value at the date of revaluation less any subsequent accumulated depreciation and impairment losses. Revaluations are made with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting date.

        Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised net within other income and operating expenses respectively in the statement of profit or loss and other comprehensive income.

      2. Subsequent costs

        The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced part is then derecognised. The costs of the day-to-day servicing and maintenance of an item of property, plant and equipment are recognised in the statement of profit or loss and other comprehensive income during the period in which they are incurred.

      3. Depreciation

      Depreciation is calculated on items of property, plant and equipment to write down the cost of each asset to its residual value over its estimated useful life. No depreciation is charged on items of property, plant and equipment until they are available for use.

      The principal annual rates used for this purpose, which are consistent with those for the previous years are as follows:

      Class of assets

      %

      Leasehold land

      Over the period of the lease

      Building

      2

      Plant, machinery and equipment

      10

      Computer equipment

      33 1/3

      Motor vehicles:

      Delivery Vans

      33 1/3

      Cars

      25

      The Company allocates the amount initially recognised in respect of an item of property, plant and equipment to its significant parts and depreciates separately each such part. Residual values, method of amortisation and useful lives of the assets are reviewed annually and adjusted if appropriate.

      iv) Derecognition

      An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gains or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the profit or loss component of the statement of comprehensive income within 'Other income or operating expenses' in the year that the asset is derecognised.

    6. Impairment of non-financial assets

      Non-financial assets other than inventories are reviewed at each reporting date for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less cost to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which they have separately identifiable cash flows (cash-generating units).

      If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in the statement of profit or loss and other comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

      Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in the statement of profit or loss and other comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment is treated as a revaluation increase.

    7. Inventories

      Inventories include locally manufactured products,healthcare products, raw materials and packaging. Inventories are valued at the lower of cost and net realisable value.

      Cost is determined using the weighted average method of valuation. Cost comprises direct material and, where applicable, direct labour and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs to completion and costs to be incurred in marketing, selling and distribution. If carrying value exceeds net realisable amount, a write down is recognised. The write-down may be reversed in a subsequent period if the circumstances which caused it no longer exist.

      Adequate provision is made for slow moving, obsolete and defective inventories to ensure that the value at which inventories is carried at the reporting date is reflective of anticipated future sales patterns.

    8. Financial instruments

    9. Financial assets

      Financial assets include cash and cash equivalents, trade receivables, employee and other advances and eligible current and non-current assets. Financial assets are derecognized when substantial risks and rewards of ownership of the financial assets have been transferred. In cases where substantial risks and rewards of ownership of the financial assets are neither transferred nor retained, financial assets are derecognized when the Company has not retained control over the financial assets.

      Recognition and measurement

      Financial instruments are recognized initially at fair value. Subsequent to initial recognition, financial instruments are measured as described below:

      Debt instruments

      There are three measurement categories into which the Company classifies its debt instruments:

      Financial instruments measured at amortized cost:

      Debt instruments that meet the following criteria are measured at amortized cost (except for debt instruments that are designated at fair value through Profit or Loss (FVTPL) on initial recognition):

      1. the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

      2. the contractual terms of the instrument give rise on specified dates to cash flows that are solely payment of principal and interest on the principal amount outstanding.

      Financial instruments measured at fair value through other comprehensive income (FVTOCI):

      Debt instruments that meet the following criteria are measured at fair value through other comprehensive income (FVTOCI) (except for debt instruments that are designated at fair value through Profit or Loss (FVTPL) on initial recognition):

      1. the asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling the financial assets; and

      2. the contractual terms of the instrument give rise on specified dates to cash flows that are solely payment of principal and interest on the principal amount outstanding.

      Interest income is recognized in the statement of profit or loss for FVTOCI debt instruments. Other changes in fair value of FVTOCI financial assets are recognized in other comprehensive income. When the investment is disposed of, the cumulative gain or loss previously accumulated in reserves is transferred to the statement of profit or loss and other comprehensive income.

      Financial instruments measured at fair value through profit or loss (FVTPL):

      Instruments that do not meet the amortized cost or FVTOCI criteria are measured at FVTPL. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognized in statement of profit or loss and other comprehensive income. The gain or loss on disposal is recognized in the statement profit or loss and other comprehensive income.

      Interest income is recognized in the statement of income for FVTPL debt instruments. Dividend on financial assets at FVTPL is recognized when the entity's right to receive dividend is established.

      Other financial assets

      Other financial assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented as non-current assets. These are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less any impairment losses. These comprise trade receivables and other assets.

      Cash and cash equivalents

      The Company's cash and cash equivalents consist of cash in hand and at banks and demand deposits with banks, which can be withdrawn at any time, without prior notice or penalty on the principal.

      For the purposes of the statement of cash flows, cash and cash equivalents include cash in hand, at banks and demand deposits with banks, net of outstanding bank overdrafts that are repayable on demand and are considered part of the Company's cash management system. In the statement of financial position, bank overdrafts are presented under borrowings within current liabilities.

      1. Financial liabilities

        Financial liabilities include long and short-term loans and borrowings, trade payables, eligible current and non-current liabilities.

        Trade and other payables

        Trade and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method. For these financial instruments, the carrying amounts approximate fair value due to the short term maturity of these instruments.

      2. Derecognition of financial instruments

      The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under IFRS 9. If the Company retains substantially all the risks and rewards of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a borrowing for the proceeds received. A financial liability (or a part of a financial liability) is derecognized from the Company's statement of financial position when the obligation specified in the contract is discharged or cancelled or expires.

      1. Impairment

        1. Financial Assets

          The Company applies the expected credit loss model for recognizing impairment loss on financial assets measured at amortised cost, debt instruments at FVTOCI, lease receivables, trade receivables and other financial assets. Expected credit loss is the difference between the contractual cash flows and the cash flows that the entity expects to receive, discounted using the effective interest rate.

          Loss allowances for trade receivables and lease receivables are measured at an amount equal to lifetime expected credit loss. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. Lifetime expected credit loss is computed based on a provision matrix which takes into account risk profiling of customers and historical credit loss experience adjusted for forward looking information. For other financial assets, expected credit loss is measured at the amount equal to twelve months expected credit loss unless there has been a significant increase in credit risk from initial recognition, in which case those are measured at lifetime expected credit loss.

          Impairment provisions for receivables from related parties and debt instruments measured at FVOCI are recognised based on a forward looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial assets. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those which credit risk has increased significantly, life time expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime credit losses along with interest income on a net basis are recognised.

        2. Non - Financial Assets

      The Company assesses long-lived assets such as property, plant, equipment and acquired intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. If any such indication exists, the Company estimates the recoverable amount of the asset or group of assets. The recoverable amount of an asset or cash generating unit is the higher of its fair value less cost of disposal (FVLCD) and its value-in-use (VIU). The VIU of long-lived assets is calculated using projected future cash flows. FVLCD of a cash generating unit is computed using turnover and earnings multiples. If the recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the statement of profit or loss and other comprehensive income. If at the reporting date, there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the impairment losses previously recognized are reversed such that the asset is recognized at its recoverable amount but not exceeding written down value which would have been reported if the impairment losses had not been recognized initially.

    10. Offsetting financial instruments

      Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

    11. Prepayments

      Prepayments are payments made in advance relating to the following year and are recognised and carried at original amount less amounts utilised in the statement of profit or loss and other comprehensive income.

    12. Borrowings

      Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost using the effective interest rate; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Borrowings to be settled within 12 months period are classified as current liabilities while borrowings to be settled over 12 months are classified as non-current liabilities.

    13. Provisions

      Provision is recognised when the Company has a present obligation, whether legal or constructive, as a result of a past event for which it is possible that an outflow of resources embodying economic benefits will be required to settle the obligation and reliable estimates can be made of the amounts of the obligations in accordance with IAS 37.

      Provisions are measured at management's best estimate of the expenditure required to settle the obligation at the end of the reporting period, and are discounted where the effect is material.

      Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

      Provisions are measured at the present value of the expenditures expected to be required to settle the obligation. The unwinding of the discount is recognised as a finance cost.

    14. Leases

      The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

      Company as a lessee

      The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

      1. Right-of-use assets

        The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.

        Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

      2. Lease liabilities

      At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate.

      In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

    15. Employee benefits

      1. Short term employee benefits

        Short term employee benefit obligations are measured on an undiscounted basis and are expensed as the related services are provided. The Company recognises wages, salaries, bonuses and other allowances for current employees in the statement of profit or loss and other comprehensive income as the employees render such services.

        A liability is recognised for the amount expected to be paid under short - term benefits, if the Company has a present legal or constructive obligation to pay the amount as a result of past service provided by the employee and the obligation can be estimated reliably.

      2. Defined contribution plans

      The Company has both defined benefit and defined contribution plans.

      The Company operates a defined contribution pension scheme for members of staff which is independent of its finances and is managed by Pension Fund Administrators. The scheme is funded by contributions from employees and the Company at 8% and 10% respectively each of employee's relevant emoluments, in accordance with the provisions of the Pension Reform Act 2014. In addition, full provision is made in the financial statements for liabilities at the financial position date in respect of employee's terminal gratuities based on current relevant emoluments. For defined benefit plans, the level of benefit provided is based on the length of service and earning of the person entitled. The gratuity scheme, (defined benefit plans) has been cancelled since 2015.

    16. Taxation

      1. Current income tax

        The income tax expense for the period comprises current and deferred tax expense. Tax is recognised in the statement of comprehensive income except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

        The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the reporting date in Nigeria where the Company operates and generates taxable income.

        The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years, but it further excludes items that are never taxable or deductible. The Company is subject to the following types of current income tax:

        . Company Income Tax - This relates to tax on revenue and profit generated by the Company during the year, to be taxed under the Companies Income Tax Act, Cap C21, LFN 2004 as amended to date

        . Tertiary Education Tax - Tertiary education tax is based on the assessable income of the Company and is governed by the Tertiary Education Trust Fund (Establishment) Act, LFN 2011 (Amended)

      2. Deferred tax

      Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

      Deferred tax is not recognised for:

      . temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss.

      . taxable temporary differences arising on the initial recognition of goodwill.

      Deferred tax is provided for using the liability method, which represents taxation at the current rate of corporate tax on all timing differences between the accounting values and their corresponding tax written down values. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the amount will be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

      Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

    17. Share capital, reserves and dividends

      1. Share capital

        Share capital represents the nominal value of shares that have been issued.

      2. Reserves

        Reserves include all current and prior periods' retained earnings.

      3. Dividends

        Dividends on ordinary shares are recognised in the Company's financial statements in the period in which the dividends are approved by the Company's shareholders.

      4. Earnings per Share

      Basic earnings per share (EPS) is calculated by dividing the profit or loss attributable to equity owners of Morison Industries Plc by the weighted average number of ordinary shares outstanding during the year.

    18. Related party transactions

      Related parties include the related companies, the directors and any employee who is able to exert significant influence on the operating policies of the Company. Key management personnel are also considered related parties. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

      The Company considers two parties to be related if, directly or indirectly one party has the ability to control the other party or exercise significant influence over the other party in making financial or operating decisions.

      Where there is a related party transactions with the Company, the transactions are disclosed separately as to the type of relationship that exists with the Company and the outstanding balances necessary to understand their effects on the financial position and the mode of settlement.

  6. Financial risk management

    1. Financial Risk Management Disclosure

      Morison Industries Plc continued in the period under review to enhance its corporate governance standards by improving on the level of risk management disclosure in the financial statements.

      The overall responsibility for risk management lies with the Board of Directors. The Internal Audit Unit performs the independent assessment of the effectiveness of Internal controls and procedures and reports independently through the Internal Audit Manager to the Managing Director and Audit Committee Members. The Audit Committee members also review the internal audit programme and the internal control procedures.

      The Board of Directors, having recognized that an appropriate level of timely disclosure is beneficial to all stakeholders, has given its full support to this process to boost the confidence of the users of the financial statements of the Company with the aim of enhancing the level and quality of disclosure at all times even as a regulatory framework for its risk management disclosure is evolving.

      The Company has a risk management framework which highlights key risk areas (Regulatory, Financing, Credit, Reputational, Compliance and Operational). This is to give a clear view of the major risks we believe are faced by Morison Industries Plc and the role of the Board of Directors and Management in managing these risks.

    2. Regulatory Risk

      There have been constant changes in government policies on banning and un-banning certain components or allowing importation of some finished goods that are available locally. These inconsistent policies could result in losses as they give unfair advantage to foreign manufacturers whose cost of production is very low. Morison Industries Plc liaises constantly with the Manufacturers' Association of Nigeria which is doing a lot to ensure that Manufacturers are informed of impending changes and implications of new pronouncements.

    3. Financing Risk

      The cost of funds is very high and is inimical to the growth of the manufacturing industry. The banks are also not willing to grant credit to manufacturing Companies because the sector is considered high risk. This is affecting the capacity utilization and working capital. We have limited our operations to what the internally generated funds could support and also plan to raise funds from capital market when the market stabilises. We also enjoy some credit terms with our foreign suppliers to support our operations.

    4. Credit Risk

      Some customers default in paying for goods and services as and when due. The effect is that there is high risk of bad debt. We continuously monitor the activities of our distributors and review from time to time the facility granted them. We extend credit to only suitable and well-identified customers and withdraw such credits where there is any doubt as to their ethical standard and records as we also ensure that there are penalties for non-compliance with the Company's credit policies.

    5. Compliance Risk

      Changes in rules and regulations and the introduction of new legislations have placed greater emphasis on the need to monitor compliance with legal and regulatory requirements. The risk of non-compliance with the legal and regulatory requirements ranges from potential financial loss occasion by regulatory sanctions as well as damage to the Company's reputation. Morison Industries Plc ensures it meets minimum requirements to avoid penalties and monitors compliance with the assistance of our legal personnel.

    6. Reputational Risk

      The industry is suffering heavily from the activities of fakers who imitate the original product. The consumers are discouraged from patronizing the original product because they bought fake products that did not give them value. The effect of the activities of the fakers is that the Company is unable to sell its products and thereby suffers heavy losses. We check the activities of the fakers through the use of holograms, constant improvement and change in packaging. We also endeavour to sell directly to end users.

    7. Operational Risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people, systems and external events. This includes legal risk but excludes reputational risk. The Company recognizes the significance of operational risk, which is inherent in all areas of our business. Operational risk is managed within acceptable levels through an appropriate level of management focus and resources.

The Company is committed to the management of operational risks by ensuring effective control of operations, providing early warning signals of deterioration in the Company's Internal Control System and raising awareness of operational risk from top to the bottom.

General objectives, policies and processes

The Board has overall responsibility for the determination of the Company's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Company's finance department. The Board receives monthly reports from the Company's Financial Controller through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets. The Company's Financial Controller also reviews the risk management policies and processes and reports their findings to the Board.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company's competitiveness and flexibility.

The Company is exposed to the following risks from its use of financial instruments:

  • Credit risk

  • Market risk - Foreign exchange risk

  • Liquidity risk

In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Company's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

  1. Principal financial instruments

    The principal financial instruments used by the Company, from which financial instrument risk arises are as follows:

    • Trade receivables

    • Cash and cash equivalents

    • Trade and other payables

  2. Financial instruments by category

    Financial assets

    Financial assets 2025 2024

    N'000 N'000

    Cash and cash equivalents 541,186 21,996

    Trade receivables 90,742 33,014

    Total financial assets 631,928 55,010

    Total financial liabilities

    Financial liabilities at amortised cost 2025 2024

    N'000 N'000

    Trade and other payables 283,283 243,903

    1. Credit risk

      Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is mainly exposed to credit risk from cash deposit with banks and on prepaid expenses

      The Management has established a credit policy not to sell to any customer when a deposit has not been made for goods. The Company's review includes external ratings, when available, and in some cases bank references.

      Exposure to credit risk

      The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

      2025

      N'000

      2024

      N'000

      Cash and cash equivalents

      541,186

      21,996

      Trade receivables

      90,742

      33,014

      631,928

      55,010

      In order to mitigate the credit risk arising from deposits with banks, banks with good reputations are accepted by the Company for business transactions.

      Cash at bank and short-term deposits

      An amount of cash and short term investments is held with the following financial institutions:

      2025 2024

      Cash at bank N'000 N'000

      Ecobank Nigeria Limited 12,695 7,476

      Fidelity Bank Plc 12,558 9,359

      Stanbic IBTC Bank Plc 422 422

      Union Bank of Nigeria Plc 5,230 1,202

      Wema Bank Plc 212 211

      Zenith Bank Plc 510,064 3,281

      541,181 21,951

    2. Market risk

    Market risk concerns the risk that Company income or the value of investments in financial instruments is adversely affected by changes in market prices, such as exchange rates and interest rates. The objective of managing market risks is to keep the market risk position within acceptable boundaries while achieving the best possible return.

    Foreign exchange risk

    The Company imports its goods from India, China, Germany and Great Britain and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar and the British Pounds. Foreign exchange risk arises on recognized assets and liabilities, principally trade receivables , cash and cash equivalents and trade payables.

    Foreign exchange risk arises when future recognized assets or liabilities are denominated in a currency that is not the entity's functional currency. Management has set up a policy to manage foreign exchange risk and imposes strict limits on the maximum exposures that can be entered into. The Company does not hedge against foreign currency exposures. The tables below summarise the Company's exposure to foreign currency arising from financial instruments. The Company's financial assets and liabilities are included in the table categorised by currency at their carrying amounts.

    Assets

    Liabilities

    2025

    2024

    2025

    2024

    N'000

    N'000

    N'000

    N'000

    US dollars

    1,402

    1,402

    -

    -

    British pounds

    1,817

    1,817

    -

    -

    3,219

    3219

    -

    -

    Sensitivity analysis of foreign exchange risk

    Analysed below is the Company's sensitivity to a 1% increase or decrease in the Naira against the US dollars and British pounds. The analysis shows the effect of the changes on the profit after tax.

    Assets

    Liabilities

    2025

    2024

    2025

    2024

    Effect on the profit or loss

    N'000

    32

    N'000

    32

    N'000

    -

    N'000

    -

    (c) Liquidity risk

    Liquidity risk arises from the Company's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due.

    The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 15 days.

    The Board receives rolling 12-month cash flows projections on a monthly basis as well as information regarding cash balances. At the end of the financial year, these projections indicated that the Company expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.

    The liquidity risk of the Company is managed by the Company's Financial Controller.

    The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:

    Up to 3 months

    Between

    3 and 12

    Between

    1 and 5 year

    Between

    Over 5

    Total

    As at 31 December 2025

    N'000

    months N'000

    N'000

    years N'000

    N'000

    Trade and other payables

    -

    283,283

    -

    -

    283,283

    As at 31 December 2024

    Trade and other payables

    -

    243,903

    -

    -

    243,903

    (d) Capital management

    The Board of Directors' policy is to maintain a strong capital base so as to maintain customer, investor, creditor and market confidence and to support future development of the business. The Board of Directors monitors the debt to capital ratio. The Board of Directors also monitors the level of dividend to be paid to holders of ordinary shares. The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the benefits of a sound capital position. There were no changes in the Company's approach to capital management during the year. The company is not subject to externally imposed capital requirements.

    The debt-to-adjusted-capital ratio at 31 December 2025 and at 31 December 2024 were as follows:

    2025

    N'000

    2024

    N'000

    Borrowings

    193,323

    173,723

    Less: cash and cash equivalents

    (541,186)

    (21,996)

    Net debt

    (347,863)

    151,727

    Total equity

    1,194,378

    781,811

    Debt to adjusted capital ratio (%)

    (29%)

    19%

    NOTES TO THE FINANCIAL STATEMENTS

    2025

    2024

    7. Revenue and Profit

    Revenue

    Cost of sales

    Gross profit

    Revenue Cost

    of sales

    Gross profit

    Analysis by activities:

    N'000

    N'000

    N'000

    N'000

    N'000

    N'000

    Pharmaceuticals

    21,880

    11,082

    10,798

    10,354

    6,024

    4,330

    Locally Manufactured

    Products-Consumers

    379,165

    287,807

    91,358

    229,761

    196,973

    32,788

    Others/Contracts

    112,722

    14,689

    98,033

    47,064

    6,818

    40,246

    513,767

    313,578

    200,189

    287,179

    209,815

    77,364

    2025

    2024

    Primary Geographic Markets

    N'000

    N'000

    Nigeria

    513,767

    287,179

    Others

    -

    -

    513,767

    287,179

    Timing of transfer of goods and services

    N'000

    N'000

    Point in time

    513,767

    287,179

    Over time

    -

    -

    513,767

    287,179

    8. Cost of sales

    Cost of sales includes:

    N'000

    N'000

    Materials consumed

    241,400

    140,527

    Production salaries and wages (Note 13(b))

    18,699

    27,511

    Repairs and maintenance

    18,044

    9,901

    Electricity

    12,062

    5,811

    Depreciation of property, plant and equipment (Note 16(c))

    1,557

    1,541

    Office expenses

    9,725

    6,832

    Oil and gas

    10,057

    17,423

    Technical & Analytical Charges

    80

    159

    Factory Annual Registration

    -

    110

    Uniform expenses

    598

    Obsolete/damaged stock

    1,356

    -

    313,578

    209,815

    9. Distribution and selling expenses

    N'000

    N'000

    Advertisement

    8,260

    2,414

    Discounts allowed and commission

    32

    219

    Salaries, bonuses and commission (Note 13(b))

    20,161

    13,899

    Transportation

    15,355

    9,895

    Freight

    7,979

    8,293

    51,787

    34,720

    10. Operating expenses N'000

    N'000

    Audit fees

    3,000

    2,500

    Bank charges

    804

    413

    Computer expenses

    991

    1,024

    Conference and seminars

    164

    -

    Depreciation on property, plant and equipment (Note 16(c))

    31,792

    31,513

    Directors' emoluments

    7,923

    5,625

    Electricity

    5,169

    2,490

    Insurance, licence and fees

    3,760

    2,633

    Land use charges

    444

    485

    Office expenses

    38,248

    13,785

    NOTES TO THE FINANCIAL STATEMENTS

    Operating expenses (cont'd)

    2025

    N'000

    2024

    N'000

    Other admin expenses

    566

    1,354

    Postages and telephones

    4,790

    2,575

    Professional fees

    6,683

    4,425

    Provision for other receivables (Note 18(e))

    5,351

    3,706

    Allowance for credit losses (Note 18(a))

    24,966

    15,118

    Rent and rates

    881

    879

    Repairs and renewals

    3,587

    1,729

    Salaries and wages (Note 13(b))

    44,967

    50,185

    Secretarial expenses

    22,484

    11,162

    Security expenses

    8,084

    5,182

    Training expenses

    110

    -

    Environment development charge

    1,833

    873

    Vehicle running expenses

    17,350

    13,043

    233,947

    170,699

    11.

    Other operating income

    N'000

    N'000

    Reversal of impairment allowance on trade receivables (Note 18(a))

    26,081

    870

    Rental income

    72,435

    55,833

    Sundry income (Note 11(a))

    16,622

    11,657

    Write back of accruals no longer required

    4,744

    -

    119,882

    68,360

    (a)

    Sundry income includes income from the sales of old pallets, water etc.

    12.

    Finance income/(expenses)

    N'000

    N'000

    Finance income

    999

    2,337

    Finance expenses comprise: Interest on borrowings (Note 20)

    19,600

    19,600

    Net finance expenses

    (18,601)

    (17,263)

    13.

    Profit/(loss) before taxation

    N'000

    N'000

    Profit/(loss) before taxation is arrived at after charging:

    Audit fees

    3,000

    2,500

    Non-Assurance Service Fees*

    -

    -

    Depreciation of property, plant and equipment

    33,349

    33,054

    Directors' emoluments

    7,923

    5,625

    * BDO Professional Services did not provide any non-assurance services to the Company during the year (2024: Nil)

    (a)

    Staff costs and other expenses

    N'000

    N'000

    Salaries

    79,315

    86,995

    Defined contribution pension costs (Note 21(d))

    4,512

    4,600

    83,827

    91,595

    1. Apportionment of salaries and wages to statement of profit or loss and other comprehensive income are as follows:

      N'000

      N'000

      Cost of sales (Note 8)

      18,699

      27,511

      Distribution and selling expenses (Note 9)

      20,161

      13,899

      Operating expenses (Note 10)

      44,967

      50,185

      83,827

      91,595

      NOTES TO THE FINANCIAL STATEMENTS

      (c) Directors

      2025

      N'000

      2024

      N'000

      The aggregate emoluments of the Directors were:

      Fees

      -

      -

      Other emoluments

      7,923

      5,625

      7,923

      5,625

      1,650

      1,650

      to:

      950

      950

      The table below shows the number of Directors(excluding the Chairman) whose

      remuneration (excluding pension contributions) in respect of services to the company

      fall within the bands shown below:

      Number

      Number

      (iii) Up to N150,000 N150,001 - N300,000

      N300,001 and above

      4

      -

      -

      4

      4

      -

      -

      4

      (d) Employees

      Number

      Number

      1. Chairman's emoluments (excluding pension contributions) totalled

      2. Emoluments of the highest paid director (excluding pension contributions) amounted

      Staff numbers and costs:

      1. The average number of persons employed (excluding Directors) in the Company during the year were as follows:

        Management 7 7

        Senior 15 15

        Junior 4 4

        26 26

      2. The aggregate payroll costs of these persons were as follows:

        N'000 N'000

        Wages, salaries, commission and allowances 83,827 91,595

      3. The table below shows the number of employees of the Company (other than Directors) who earned over N100,000 during the year and which fell within the bands stated below:

    Number Number

    Up to N150,000 - -

    N400,001 - N500,000 - -

    N500,001 and above 26 26

    26 26

    1. Income tax payable

      (i) Statement of profit or loss

      N'000

      N'000

      Minimum tax

      -

      1,789

      Development levy

      1,997

      -

      Education tax

      -

      -

      Underprovision

      Company income tax

      5,025

      -

      Education tax

      3,882

      -

      NPF

      -

      10,904

      -

      1,789

      Deferred tax credit

      (7,478)

      -

      3,426

      1,789

      (ii) Income tax recognised in profit or loss

      1. Income tax expense is the aggregate of the charge to the statement of comprehensive income in respect of current income tax, development levy and deferred tax.

      2. The Company is not liable to minimum tax in accordance with the provisions of Nigeria Tax Act 2025.

      3. The amount provided as development levy for the year has been computed in accordance with the provisions of Nigeria Tax Act, 2025.

        NOTES TO THE FINANCIAL STATEMENTS

  3. The income tax expense for the year can be reconciled to the accounting profit as per the statement of profit or loss and other comprehensive income as follows:

    2025

    N'000

    2024

    N'000

    Profit/(loss) before taxation

    15,736

    (76,958)

    Tax at the statutory corporation tax rate of 30%

    4,721

    (23,087)

    Effect of income that is exempt from taxation

    (9,248)

    -

    Effect of expenses that are not deductible in determining

    taxable profit

    19,507

    14,191

    Current year adjusted loss

    (14,980)

    8,896

    Minimum tax

    -

    1,789

    Development levy (4%)

    1,997

    -

    Underprovision

    8,907

    -

    Deferred tax

    (7,478)

    -

    Tax (income)/expense recognised in profit or loss

    3,426

    1,789

    Effective rate (%)

    22

    2

    The tax rate used for 2025 and 2024 reconciliation above is the corporate tax rate of 30% and development levy rate of 4% (2024: tertiary education tax rate of 3%) payable by corporate entities in Nigeria on taxable profits under the tax laws in the country for the year ended 31 December 2025.

  4. Income tax recognised in other comprehensive income

No deferred tax was recognised in other comprehensive income during the year (2024: NIL)

(v) Statement of financial position

Balance at the beginning of the year

N'000

N'000

Income tax

-

-

Minimum tax

4,710

2,921

Education tax

-

-

4,710

2,921

Payments during the year:

Income tax

(5,025)

-

Minimum tax

-

-

Education tax

(1,399)

-

Provision for the year:

Minimum tax

-

1,789

Development levy

1,997

-

Education tax

-

-

Underprovision

Company income tax

5,025

-

Education tax

3,882

-

Balance at the end of the year 9,190 4,710

  1. Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting year:

Balance as

at 1 January

Recognised

in net

Recognised in

Other Comprehensive

Balance as

at 31 December

2025

income

income

2025

Deferred tax liabilities

N'000

N'000

N'000

N'000

Excess of carrying amount over tax written down value

62,394

170,682

-

233,076

Revaluation surplus

124,337

-

-

124,337

186,731

170,682

-

357,413

Deferred tax assets

Unrealised foreign exchange loss

2,568

(2,568)

-

-

Provision for trade receivables

-

10,308

-

10,308

Unrelieved losses

-

170,420

-

170,420

2,568

178,160

-

180,728

Net deferred tax liabilities/(assets)

184,163

-7,478

-

176,685

NOTES TO THE FINANCIAL STATEMENTS

Details of deferred tax liabilities recognised in the financial statements are as follows:

Deferred tax liabilities

2025

N'000

2024

N'000

Balance at the beginning of the year

184,163

184,163

Movement during the year

(7,478)

-

Balance at the end of the year

176,685

184,163

16. Property, plant and equipment

Plant,

machinery

and

Leasehold

Furniture

Computer

Motor

Capital work in

Land

Buildings

equipment

equipment

Vehicles

progress

Total

Cost N'000

N'000

N'000

N'000

N'000

N'000

N'000

At 1 January 2024 1,046,185

427,315

61,664

2,652

66,084

7,825

1,611,725

Additions -

-

575

-

-

-

575

At 31 December 2024 1,046,185

427,315

62,239

2,652

66,084

7,825

1,612,300

At 1 January 2025 1,046,185

427,315

62,239

2,652

66,084

7,825

1,612,300

Additions -

-

9,741

1,530

-

-

11,271

At 31 December

2025

1,046,185

427,315

71,980

4,182

66,084

7,825

1,623,571

Accumulated depreciation

N'000

N'000

N'000

N'000

N'000

N'000

N'000

At 1 January 2024

29,470

29,470

46,981

2,510

65,948

-

174,379

Charge for the year

14,735

14,735

3,307

142

135

-

33,054

At 31 December 2024

44,205

44,205

50,288

2,652

66,083

-

207,433

At 1 January 2025

44,205

44,205

50,288

2,652

66,083

-

207,433

Charge for the year

14,735

14,735

3,650

229

-

-

33,349

At 31 December 2025

58,940

58,940

53,938

2,881

66,083

-

240,782

Impairment

N'000

N'000

N'000

N'000

N'000

N'000

N'000

At 1 January 2024

-

-

375

-

-

-

375

Impairment

-

-

-

-

-

-

-

At 31 December 2024

-

-

375

-

-

-

375

At 1 January 2025

-

-

375

-

-

-

375

Impairment

-

-

-

-

-

-

-

At 31 December 2025

-

-

375

-

-

-

375

Carrying amounts at

31 December 2025

987,245

368,375

17,667

1,301

1

7,825

1,382,414

31 December 2024

1,001,980

383,110

11,576

-

1

7,825

1,404,492

NOTES TO THE FINANCIAL STATEMENTS

  1. The Company's landed property situated at 28/30 Morison Crescent, Oregun was pledged as security for the borrowings disclosed in Note 20 as at 31 December 2025

  2. No impairment loss was recognised during the year

  3. Depreciation charged to profit or loss and other comprehensive income are apportioned as follows:

2025 2024

N'000 N'000

Cost of sales (Note 8)

1,557

1,541

Operating expenses (Note 10)

31,792

31,513

33,349

33,054

17.

Inventories

N'000

N'000

Raw materials

29,530

34,998

Finished goods

39,149

34,658

68,679

69,656

Provision for obsolete inventory (Note 17(a))

-

(57)

68,679

69,599

(a)

Provision for obsolete inventory

N'000

N'000

Balance at the beginning of the year

57

-

Provision for the year

Write off during the year

-

(57)

57

-

Balance at the end of the year

-

57

(b)

No inventory was pledged as security for borrowings (2024: Nil)

18.

Trade and other receivables

N'000

N'000

Trade receivables

113,503

151,313

Impairment allowance on trade receivables (Note 18(a))

(24,966)

(118,619)

Trade receivables - net

88,537

32,694

Staff receivables

2,205

320

Total financial assets other than cash and cash equivalents

90,742

33,014

Other receivables and prepayments (Note 18(d))

27,849

26,209

118,591

59,223

(a)

Impairment allowance on trade receivables

N'000

N'000

Balance at the beginning of the year

118,619

103,501

Allowance for credit losses (Note 10)

24,966

15,118

Write off during the year

(92,538)

-

Impairment write back (Note 11)

(26,081)

-

Balance at the end of the year

24,966

118,619

Trade receivables represent receivables from customers for goods sold and other trading services rendered to them. Trade receivables are stated at amortised cost as at the statement of financial position date.

(b) The age analysis of trade receivables is as follows:

N'000

N'000

Past due < 90days

71,033

-

Past due 90-180 days

42,470

32,694

Past due 180-360 days

-

-

Past due 360days and above

-

118,619

113,503

151,313

(c) Movement in trade and other receivables in the statement of cash flows is

as follows:

N'000

N'000

Movement in trade and other receivables

(59,368)

(21,966)

Allowance for credit losses- trade receivables

(24,966)

(15,118)

Allowance for credit losses- other receivables

(5,351)

(3,706)

Reversal of impairment allowance on trade receivables

26,081

-

(63,604)

(40,790)

NOTES TO THE FINANCIAL STATEMENTS

  1. The carrying value of trade and other receivables classified as loans and receivables approximates fair value.

    2025

    N'000

    2024

    N'000

    Neither past due nor impaired

    113,503

    32,694

    Past due but not impaired

    -

    -

    Collectively impaired

    -

    118,619

    113,503

    151,313

    (d)

    Other receivables and prepayments

    N'000

    N'000

    Withholding tax receipts

    8,675

    14,910

    Withholding tax receivables

    10,157

    25,006

    Advance to suppliers

    15,761

    8,708

    Deferred expenses

    -

    -

    Other receivables

    2,278

    2,139

    36,871

    50,763

    Impairment allowance on other receivables (Note 18(e))

    (9,057)

    (24,589)

    27,814

    26,174

    Prepayments (Note 18(f))

    35

    35

    27,849

    26,209

    (e)

    Impairment allowance on other receivables

    N'000

    N'000

    Balance at the beginning of the year

    24,589

    20,883

    Allowance for credit losses (Note 10)

    5,351

    3,706

    Write off of other receivables

    (20,883)

    -

    Balance at the end of the year

    9,057

    24,589

    (f)

    Prepayments

    N'000

    N'000

    Advert and promotions

    35

    35

    35

    35

    19.

    Cash and cash equivalents

    Cash and cash equivalents comprise:

    N'000

    N'000

    Cash at bank

    541,181

    21,951

    Cash in hand

    5

    45

    541,186

    21,996

    20.

    Borrowings

    The book value and fair value of borrowings are as follows:

    N'000

    N'000

    Balance at the beginning of the year

    173,723

    154,123

    Interest charge for the year (Note 12)

    19,600

    19,600

    193,323

    173,723

    1. In 2022, the Company obtained commercial papers from Palm Services Limited, Owel Linkso Group Limited and GTI Capital Limited amounting to N20,000,000, N10,000,000 and N20,000,000 respectively.The commercial papers attract interest of fifteen per cent (15%) per annum and a one-off management fee of 2%. The facilities are secured on the fixed and floating assets of Morison Industries Plc.

    2. In 2020, the Company obtained facilities amounting to N55,000,000 from AMC Multipurpose Ventures Limited in two tranches of N20,000,000 and N35,000,000 on 22 May 2020 and 2 October 2020 respectively. The facilities were obtained for the following purposes:

      • to meet immediate working capital requirements of the Company;

      • to pay off taxes due to FIRS for the years 2006 to 2015 and;

      • for marketing strategies and re-branding expenses.

The facilities attract an interest of twenty two per cent (22%) per annum with a tenor of 90 days. The facilities were secured on the Company's landed property situated at 28/30 Morison Crescent, Oregun.

NOTES TO THE FINANCIAL STATEMENTS

2025 2024

  1. Trade and other payables N'000 N'000

    Trade payables 140,851 101,351

    Other payables (Note 21(a)) 132,632 132,752 Due to related company (Note 28(a)) 9,800 9,800 Total financial liabilities, excluding borrowings, classified as

    financial liabilities measured at amortised cost 283,283 243,903

    Other payables-tax (Note 21(d)) 19,385 20,605

    Pension payable (Note 21(c)) 87,431 94,534

    Advance customer deposit 2,896 7,963

    Rent received in advance 143,784 43,383

    536,779 410,388

    1. Other payables N'000 N'000

      Unclaimed dividend 5,632 5,632

      Accruals (Note 21(b)) 83,764 83,071

      Payables to other service providers 43,236 44,049 132,632 132,752

    2. Accruals N'000 N'000

      Audit fees 2,369 3,057

      Chairman's allowance 12,000 10,500

      Payable to a strategic partner 27,800 27,800

      Directors' fees 6,650 3,975

      Interest expense 2,313 2,313

      The Nigerian Exchange Limited ('NGX') 3,459 3,492

      Professional fees 9,312 4,894

      Lease charges 5,112 4,158

      Secretarial expenses 3,160 4,670

      Backduty assessments 3,778 3,778

      Sundry accruals 7,811 7,613

      Wages and salaries - 6,821

      83,764 83,071

    3. Pension payable N'000 N'000

      Balance at the beginning of the year 94,534 97,154

      Contributions for the year (Note 13(a)) 4,512 4,600 Remittance during the year (11,615) (7,220)

      Balance at the end of the year 87,431 94,534

      The Company operates a defined contributory pension scheme for eligible employees. Both employer and employees contribute 10% and 8% respectively of the employees' basic, housing and transport allowances in line with the provisions of the Pension Reform Act, 2014 (as amended).

    4. Other payables N'000 N'000

Value Added Tax 11,799 11,415

Withholding Tax 3,430 4,208

PAYE 4,156 4,982

19,385 20,605

Attention: This is an excerpt of the original content. To continue reading it, access the original document here.

Earlier from Morison Industries

All Morison Industries news releases