Quarter 1 - financial statement for 2021

Dr. Segun Aina OFR - Chairman/Non -Executive

Mr. 'Dimeji Owofemi, FCA - CEO/Executive (Deceased 1/10/2020) Mr. Yusuf Isiaka - Executive (rejoined October 2020)

Hon. Ajibola Ogunsiji - Non - Executive

Mr. Olu Abayomi Sanya - Non-Executive

Mr. Anthony Chisnall - Non-Executive

Dr. Teju Bolujoko - Non-Executive (rejoined in October 2020) Mrs. Moni Owofemi - Non-Executive (joined in March 2, 2021)

Ogun State.

Lagos.

Kresta Laurel Complex (4thFloor), 376, Ikorodu Road,

Maryland, Lagos.

Off Kodesho Street, Ikeja,

Lagos.

Off Kadesho Street, Ikeja,

Lagos.

(Appointed w.e.f. January, 2020)

First City Monument Bank Plc

Nigerian Export- Import Bank (NEXIM) Zenith International Bank Plc

Assets Management Corporation of Nigeria (AMCON)

The directors have the pleasure in presenting their report and the audited financial statements for the year ended 30 April 2021.

1. Statement of directors' responsibilities

   The directors of Multi-Trex Integrated Foods Plc are responsible for the preparation of the financial statements for each financial year, which give a true and fair view of the state of affairs of the Company and of the results of operations and cash flows for that year. In preparing these financial statements, the directors have selected suitable accounting policies and applied them consistently, made judgements and estimates that are reasonable and prudent and in accordance with International Financial Reporting Standards (IFRS), Companies and Allied Matters Act, 2020 and the provisions of the Financial Reporting Council of Nigeria, Act No 6, 2011.

   The directors are responsible for ensuring that the company keeps proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company. The directors are also responsible for safeguarding the assets of the Company and taking reasonable steps for the prevention and detection of fraud and other irregularities.

2. Principal activities

   Multi-Trex Integrated Foods Plc is engaged in processing of cocoa beans, exportation of industrial cocoa products as well as manufacturing and domestic marketing of cocoa-based consumer products.

3. Results for the Year 2021 2020

   N'000 N'000

   Revenue 9,735 -

   ======== ======

   Loss before taxation (252,982) (262,345)

   Taxation (279) (290)

   Loss for the year (253,261) (262,635)

   ======== =======

4. Dividend

   The directors do not recommend the payment of any dividend in respect of the year ended 30th April 2021 due to loss sustained (30th April 2020: Nil).

5. Property, plant & equipment

   Information relating to changes in property, plant and equipment during the period is given in Note 11 to the financial statements. In the opinion of the directors, the market value of the company's properties is not less than the value shown in the accounts.

6. AMCON Loan

   Owing to the company's inability to service its obligation to AMCON, the Corporation apply credit sanctions against the company including appointment of a receiver, filing of court cases and a shutdown of the company during the year ended 30 April 2016.Throughout the year under review, the actions were sustained.

7. Corporate Social Responsibility

   In view of the current financial position of the company, it was not possible to make financial commitment on corporate social responsibility during the year (30th April 2020: Nil).

8. Human Resources Development

   As at 30 April 2021, the company was still closed hence no business operation took place.

9. Training and Development

   No training was carried out in the year.

10. Board of Directors

    The names of the directors who held office during the period and at the date of this report are as follow:

    Dr. Segun Aina OFR - Chairman/Non -Executive

    Mr. 'Dimeji Owofemi FCA - CEO/Executive (Deceased 1 October 2020) Mr. Yusuf Isiaka - Executive (rejoined in October 2020)

    Hon. Ajibola Ogunsiji - Non-Executive

    Mr. Olu Abayomi Sanya - Non-Executive

    Mr. Anthony Chisnall - Non-Executive

    Dr. Teju Bolujoko - Non-Executive (rejoined in October 2020)

    Mrs. Moni Owofemi - Non-Executive (joined in March 2021)

    It is with deep sadness that we formally report the passing away of our esteemed founder and former MD/CEO, Mr Oladimeji Owofemi FCA on October 1,2020. He was laid to rest on October 29, 2020, leaving behind a legacy that will be remembered for years to come.

11. Report on Corporate Governance

    The Board could not carry out its duties regarding corporate governance in the year under review.

12. The Board of Directors, Composition, Appointment and Training

    The Board of Multi-Trex Integrated Foods Plc is traditionally responsible for setting rules and operational standards that ensure that the company's business is conducted in line with good corporate practice and relevant legislations. In pursuit of this goal, the Board normally insists on adherence by the management to best practices and regularly requires and scrutinizes information on internal controls, risks exposures and general developments within the operating environment capable of impacting on the business. The Board use to ensure that credible and reliable accounting records are maintained which disclose at any time, the financial status of the company and ensures that the company's accounts comply with the Companies & Allied Matters Act, 2020 and other enabling statutes. The Board also usually formulates policies for prevention and detection of fraud and other financial irregularities and for safeguarding the assets of the company.

    During the financial year ended 30 April 2021, eight directors served as members of the Board which comprises nine (6) Non-Executive Directors and two (2) Executive Directors. The procedure for Board appointment ensures that persons of impeccable character and diverse skills on corporate management are considered for appointment. New Directors are given necessary secretarial support and information for effective participation at Board meetings. Relevant trainings on corporate governance have been identified for directors to enhance Board capacity. In the opinion of the Board, the present composition comprising higher number of non-Executive than Executive Directors is adequate for the present activity and future growth of the company.

    However, the traditional roles of the Board, including those listed below remains suspended throughout the year under review

    The Roles of the Board

    The responsibilities of the Board of Directors include the following, amongst others:

    • Policy formulation and planning;

    • Periodic review and evaluation of Management performance;

    • Monitoring and enforcing effective internal control through appropriate committee;

    • Risk management and preservation of company assets;

    • Management of Share Capital;

    • Determination and periodic review of appropriate organizational structure:

    • Succession planning and the appointment, training, remuneration and replacement of board members and senior management;

    • Overseeing the effectiveness and adequacy of Internal Control systems;

    • Overseeing the maintenance of the company's communication and information

      dissemination policy;

    • Performance appraisal and remuneration of board members and senior executives;

    • Review of reports and recommendations of its committees;

    • Maintaining healthy communication and interaction with shareholders; and

    • Ensuring the integrity of financial reports.

      Receivership

      AMCON brought legal proceedings against the Company, appointed a Receiver and shut down the Company on June 26, 2015.As a result, the powers of the directors were taken away henceforth.

      Board and Board Committees' Meetings

      The Board and its committees could not perform their duties in the year due to the legal proceedings against the Company and the appointment of a Receiver.

      Effectiveness of Internal Control

      The Board is responsible for maintaining a credible system of internal control to ensure the integrity and reliability of financial systems and corporate information. There exists an effective internal control function within the Company which gives reasonable assurance against any material misstatement or loss. The internal control systems are reviewed periodically to ensure continued relevance to the Company's business and prescribed standards. The company has a whistle blowing policy that allows employees to report any observed breach or fraudulent activities. Such reports are treated with utmost confidentiality and are acted upon swiftly and fairly.

      
      
      
      
      
      
      
      
      
      
      
      
      
      
      

      	iJircct Sum her	I ndirccl Slum her	Direct N umher	Indirect Sum her
      t, ' pin cti t3»•n£ci»i, f'CA	G27,3'i8,070	l,7G2,984,748	627,358.670	I.762,9RJ,7Jfi
      ]jgit. Ajihclln Ogunsiji	7, 149,520		7,140.520
      Mr. O]u AhayciJi Snilya	1,000,000	142,742,278	1,000.000	142,74*.•"8
      Mr. 'usuf lsiaka Mrs. Mol i 0 vofci»i	4, 100,000 372,40fi,362		-

      IJircctors' interest in Contracts

      None of the directors has notified the Company for the purpose of Section 303(2j of ih Companies and Allied Matters Act, 2020 of any declarable interest in contracts ith which the Company was involved as at 30th April 2021.

13. Format of financial statements

    The financial statements have bcert prepared in accordance with the reportings ord presentation requirements of the Companies and Allied Matters Act, 2020 and are in compliance vith the International Financial Reposing Standards reportin_• format as approved by the Financial Reporting Council of Nigeria, Act No 6, 201 I . Thc direc°tcrs consider that the format adopted is the most suitable for the Compan}'.

14. Donations & Sponsorship

    A donation ofN I Onzillion was ilzade in the year towards the burial ‹›f the conJpan› s Fr^r:nJcr and former Managing Director/CEO (2020: Nil)

15. Independent Auditors

hakcr Tilly Nigeria I ave indicated their willingness to continH‹ in ‹›f1i‹c t›timuum n jccticn

401 (2) ofthc Coinp«nics and Allied Matter Act 2020.

league, Nigeria

20 Scpteml›ci', 2(124

l*ltC"/2IIIfi/Nlt I/lll)0tIl)0tll2g7H

x1'‹lI'.h‹»:> i' ‹›r i›inr:‹'r‹›k'x i‹›:sy‹›NxHHI.i i It'*

) kcc|›r t›n›t›ci' accntmting rc«›i‹s tl›nt disclosc, wiih rcasnnahlc accuracy, the financial t nsilinn of hoc con›yRny nnd comply with the requirements nf the Companies and Allied X1aterr Act 2020:

,) establishes adeqHalc internal controis t s»r‹x‹i,r‹ iis qsscts and to prevcnt and Jete t maul and othei ii i egularitics; and

c) prepai es its financial statements using Suitable accounting policies supported by rcasonahlc and prudent judgilaents and estimates, and are consistently applied.

The directors accept responsIbility for the annual financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with International Financial Reporting Standards and the provisions or the Companies and Allied Matters Act, 2020 and in compliance with the Financial Reporting Council of N igeria. Act No 6, 2011.

The directors are of the opinion that the financial statements give a true and fair view of the state of the financial affairs of the company and of its loss for the year ended 30th April 2021 . 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.

20 September, 2024

Mr. Yusuf tsiaka

20 September, 2024

P a g e 9

In compliance with the provisions of Section 404 (7) of the Companies & Allied Matters Act, 2020, we, the members of the Audit Commiuec of Multi-Trex integrated Foods Plc, have reviewed the audited financial statements of the company for the year ended April 30, 2021 and confirm that:

1. The accounting and reporting policies of the company are consistent with legal requirements and agreed ethical practices

2. The scope and planning of the external audit was adequate

3. The company maintained effective systems .of accounting and internal controls during the

4. The company's Management has adequately responded to matters covered in the Management Repos issued by the External Auditors

Mr 'Biyl Olnfowobl Chairman, Audlt Committee Dsted this 21 Augnat, 2024

Members of the Audit Committee:

Mr. 'Biyi Olufowobi

Mr. Yusuf Isiaka

Mr. Emmanuel Chibuzot Mr. Olu Abayomi Sanya Mr. Abayomi Olânfe

Chairman Member Member Member Member

The Company Secretary, A.A. Soguole & Associates acted as. S'ecretary to the Committee duriog the

year.

We have audited the financial statements of the Company, which comprise the statement of financial position as at 30 April, 2021, the statement of profit or loss and other comprehensive income, statement of changes in equity, and statement of cash flows for the year the ended 30 April, 2021, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view of the statement of financial position of Multi-Trex Integrated Foods Plc as at 30 April, 2021, its financial performance and its cash flows for the year the ended in accordance with the provisions of both the Companies and Allied Matters Act, 2020 and the Financial Reporting Council of Nigeria (FRCN) Act No. 6 of 2011.

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 within the meaning of International Standards on Auditing (ISAs) issued by the International Auditing and Assurance Standards Board (IAASB) and have fulfilled our other responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

The company's financial statements have been prepared using the going concern basis of accounting. The use of this basis of accounting is appropriate unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Management identified a material uncertainty that may cast significant doubt on the entity's ability to continue as a going concern, and accordingly disclosed in the financial statements. Based on our audit of the financial statements, we have also identified such a material uncertainty.

Without qualifying our opinion, we draw attention to Note 22 to the financial statements which indicates that the Company incurred an accumulated loss of N4.32 billion (2020: N4.07 billion), the Company has a negative equity of N1.02 billion (2020: N767 million). These conditions indicate the existence of material uncertainty which may cast doubt on the Company's ability to continue as a going concern.

The Company was shut down during the year ended 30 April 2016 as a Receiver was appointed through a legal proceeding by AMCON.

The Board of Directors are responsible for the preparation and fair presentation of these financial statements which are in compliance with the requirements of both the Financial Reporting Council of Nigeria Act, No. 6 of 2011 and the Companies and Allied Matters Act, 2020. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatements, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances.

Our responsibility is to express an independent opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISAs) issued by the International Federation of Accountants (IFAC). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance that the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements 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 entity's internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Th• Companies and Allied falters Act. 2020 requires tha‹ in carrying ^our audit we consider and

reporl to you tin the f‹›II‹›wing matters. Wc c‹›nflrm th•i: -

i) we have ‹›htained all ihc IiiI‹›t›nation »n‹ ‹›yian«ti•ns which tn the best of cur

II) /f€I £ 8ñCt3Ufttil1g re nrds have been kepl hy the C'‹›mpany: gj1d

iii) the F^‹»pany's statements nf flnarciaT ynsition s«d Ftofit or

comprcJ›e»sive i»colu are in Agreement with the accounting recnrd1-

loss snd othur

Lagos, Nigeria

28Sep*e ber,2024

...... .............................................

Oluwole 0. Ogundeji FRC/2013/PRO/ICAN/004/00000002825

/or• Baker Tilly Nigeria (Chartered Accountants) FRC/2024/COY/096262

P a g e | 13

The accounting policies and notes on pages 17 to 46 form an integral part of these financial statements

MIII.Tl•TRF.X lfsTF.tiRATF.if FfXJlfR Pt,fi BTATFMKkT f3F Fff¥AhIC'AI. Pt3AlTtf1I

**# 114

Note 10

11

I l7.182

397,640

2010

1 23.561)

1.824.874

1,880.J37

3.705,2l I

14,J9847O

1.861,247

1,440,423

4 74

(7h7,3Ql)

8,521,566

489,528

47.902

9,058.996

5,229.612

7l8,OO8

l61,O58

6,l0fi,678

)J,ld5.674

t4,39 70

The financed ztucr«<gt9 were approved by Me Board of Directors on 20 Septem 2024 oil signed o• its bchalFbs

... ... .. ... ... ... ... .. ... . ...

Mr. Oiu Abayozsi Senya Director FRCA{|#CDsNmOOOOOO8â¥

A!n 1'usuf i ke

Aetiag btaaagiag Dizeelet

£'RC/30tJ/ICAM004I00003730

Tkc g0C0 «!*B wliciesend not«s on pages I7 to t6 Ibrm en integral part of these finunc aJ stat<>

The accounting policies and notes on pages 17 to 46 form an integral part of these financial statements

The accounting policies and notes on pages 17 to 46 form an integral part of these financial statements

1. Corporate information

   The company was incorporated on 30th November 1999 as a limited liability company in accordance with the provisions of the Companies and Allied Matters Act, 2020. The company was converted to a Public Liability company on 2 October 2008 in accordance with the provisions of the Companies and Allied Matters Act, 2020. The principal activity of the company continues to be the processing of cocoa beans, exportation of industrial cocoa products as well as manufacturing and domestic marketing of cocoa-based consumer products.

2. Accounting policies

   The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

   1. Basis of preparation

      These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), including International Accounting Standards (IAS) issued by the International Financial Reporting Interpretation Committee (IFRIC) and in accordance with the requirements of Financial Reporting Council of Nigeria (FRCN) Act No 6, 2011 and Companies and Allied Matters Act 2020.

      The financial statements have been prepared on the historical cost basis. These financial statements are presented in Nigerian Naira, which is the company's functional currency. All financial information presented in naira has been rounded to nearest thousand.

      Significant accounting judgments, estimates and assumptions

      The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

      The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

      The company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the company. Such changes are reflected in the assumptions when they occur.

      These estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of assumption, estimation, uncertainties and critical judgements in applying the accounting policies that have the most significant effect on the amount recognised in the financial statements include the following:

      Taxes

      Uncertainties exist with respect to the amount and timing of future taxable income. Given the complexity of existing contractual agreements, differences arising between the actual results and the assumptions made could necessitate future adjustment to tax income and expenses already recorded. The company establishes provisions based on reasonable estimates.

      Deferred taxes are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

      Further details of taxes are disclosed in Note 8.

      Accounts receivable

      The allowance for doubtful accounts involves management judgment and review of individual receivable balances based on an individual customer's prior payment record, current economic trends and analysis of historical bad debts of a similar type.

      Property, plant and equipment and intangible assets

      Estimates and assumptions are made to determine the depreciation and amortisation rates and useful lives of these assets at the end of the period.

   2. Summary of significant accounting policies

      The following are the significant accounting policies applied by Multi-Trex Integrated Foods Plc in preparing its financial statements:

      1. Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses (if any). The cost of property, plant and equipment includes expenditure incurred during construction, delivery and modification. Other subsequent expenditure is capitalised only when it meets the recognition criteria. Where a substantial period of time is required to bring the asset to its intended use, attributable qualifying borrowing costs are capitalised and included in the cost of the relevant asset. The costs of day-to-day servicing of property and equipment are recognised in the income statement as incurred.

Depreciation is charged to profit and loss on straight line basis to write down the cost of each assets to their residual values over the estimated useful lives of the various classes of asset.

Leased assets are depreciated over the shorter of the lease term and their useful lives. Depreciation begins when an asset is available for use and ceases at the date that the asset is derecognised.