Quarter 5 - financial statement for 2021

MULTI-TREX INTEGRATED FOODS PLC

REPORTS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH APRIL 2023

MULTI-TREX INTEGRATED FOODS PLC CORPORATE INFORMATION

Board of Directors:

Dr. Segun Aina OFR - Chairman/Non -Executive

Mr. Yusuf Isiaka - Executive

Hon. Ajibola Ogunsiji - Non - Executive

Mr. Olu Abayomi Sanya - Non-Executive

Mr. Anthony Chisnall - Non-Executive

Dr. Teju Bolujoko - Non -Executive

Mrs. Moni Owofemi - Non-Executive

Alhaji Murthada A. Adeniji - Non-Executive (joined on 17 March 2023)

Registered office: Km 29, Lagos- Ibadan Expressway, Warewa,

Ogun State.

Registration No.: RC. 370490

Registrars: Meristem Registrars Limited, 213, Herbert Macaulay Way, Sabo, Yaba,

Lagos.

Independent Auditors: Baker Tilly Nigeria, (Chartered Accountants)

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

Maryland, Lagos.

Legal Advisers: A. A. Sogunle & Associates 9, Idowu Lane,

Off Kodesho Street, Ikeja,

Lagos.

Company Secretary: A. A. Sogunle & Associates 9, Idowu Lane,

Off Kodesho Street, Ikeja,

Lagos.

Bankers: Access Bank Plc

Guaranty Trust Bank Plc

First City Monument Bank Plc Nigerian Export-Import Bank (NEXIM) Zenith International Bank Plc

Assets Management Corporation of Nigeria (AMCON)

MULTI-TREX INTEGRATED FOODS PLC RESULTS AT A GLANCE

MULTI-TREX INTEGRATED FOODS PLC REPORT OF THE DIRECTORS TO THE MEMBERS OF

FOR THE YEAR ENDED 30 APRIL 2023

The directors have the pleasure in presenting their report and the audited financial statements for the year ended 30 April 2023.

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

   	2023 N'000	2022 N'000
   Turnover	5,468 ========	6,927 =======
   Loss before taxation	(1,098,332)	(476,824)
   Taxation	(112)	(205)
   Deferred Taxation	-	(159,536)
   Loss for the year	(1,098,444) ========	(636,565) =======

4. Dividend

   The directors do not recommend the payment of any dividend in respect of the year ended 30th April 2023 (30th April 2022: Nil) due to losses sustained over the years.

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

   At 14 July 2022, AMCON agreed to a final settlement of an amount of, N9,903,000,000 (Nine Billion Nine Hundred and Three Million Naira only). The agreed settlement amount is to be repaid partly with FGN Promissory notes issued in favour of the Company that have been assigned to AMCON. The balance of N9.1b is to be repaid instalmentally by Messrs N-Foods Universal Concepts Ltd (NFUC) in exchange for a total of 70% of Company's shareholding, post investment as outlined below:

   • N2.5b to be paid on or before 30th June 2022 (This has been paid)

   • N3.25b to be paid on or before 30th June 2023 (This has also been paid)

   • N3.35b to be paid on or before 30th June 2024

7. Corporate Social Responsibility

   The company did not carry out any social responsibility in the year under review.

8. Human Resources Development

   There was no business activity in the company in the year hence no development program 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. Yusuf Isiaka - Executive

    Hon. Ajibola Ogunsiji - Non-Executive

    Mr. Olu Abayomi Sanya - Non-Executive

    Mr. Anthony Chisnall - Non-Executive

    Dr. Teju Bolujoko - Non-Executive

    Mrs.Moni Owofemi - Non-Executive Alhaji Murthada A. Adeniji - Non-Executive

11. Report on Corporate Governance

    The company is committed to ensuring that its businesses are conducted in line with generally accepted ethical standards and best practices. The Board is responsible for ensuring compliance with the relevant laws and the code of corporate governance in all spheres of its operations. During the year, the company complied with the provision of CAMA 2020 which stipulates that share of public limited companies be fully issued or cancelled by December 31, 2022 thereby outlawing the concept of maintaining Authorised Share Capital. Accordingly, the company's unissued shares had been cancelled.

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

The Board of Multi-Trex Integrated Foods Plc is 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 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 ensures 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 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 2023, eight directors served as members of the Board which comprises seven (7) Non-Executive Directors and one (1) Executive Director. 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 business and future growth of the company.

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.

Termination of Receivership

The receivership initiated by AMCON was terminated in the year as a result of the Term of Settlement which was executed between AMCON and the Company and filed in court as consent judgement. The Corporation has since 3 August 2022 yielded control of the Company and its assets back to the Owners.

Board and Board Committees' Meetings

The Board and its committees have resumed their duties in the year due to cessation of the legal proceedings against the Company and termination of the Receivership.

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

en‹I pr€'scrihcfl *tnn‹lnrtt's. "f'he com pany has n

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Directnrs' InterestIn fihare Cnpllal

The intercom nf"directnrs whn held nl1i c at iI›e date c›f this repr›rt in the issued share capital nfthe Cem a'n›' as rocnrdcd in the Register ‹›£ I3ircctors' shareholding and/nr a.s notified fry them for thE Purp‹nc nF section 30I n'Lthe C"t›myanics and Allied Matters Act 2020 ns follows:

Directors' Interest in Contracts

None of the directors has notified the Company for the purpose of Section 30J(2) of ttte Companies and Allied Matters Act 2020 of any dcclarable interest in contracts with which the Company was involved as at 30th April 2023.

i3. Format of financial statements

f6e financial statements have been prepared in accordance wlth the reporting and presentation requirements of the Companies and Allied Matters Act 2020 and are in compliance with the International Financial Reponing Standards reporting format us approved by the Financial Reporting Council of Nigeria, Act No 6, 2011. The directors consider thai the formai adopted is the most suitable for the Company.

j4. Donations & Sponsorshlp

No donation/sponsorship was made in the year (2022: Nil)

Is.

Independent Auditors

Baker Tilly Nigeria hove indicated their willllJgness to ctintintie in orifice piirsuatit to Secliciii 402

(2) of the Companies and Allied Maltcr Act 2020.

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A.A. ‹igunle &Assovlates

Company 8evrttary FltC/1013/NltA/tltl00000l287h

Lagos, Nigeria

20 September, 2024

«*^i'› ^il'Ni'‹ir mini:c-i ‹)irs u›:sr‹›siitiii.iTlFs

Pt)lt J'l11*. Yr.ai‹ 1:Nlir:li 3fi ttt z pjtll, 2a23

Thc Ct›nipenies and Allied Matters Act 2020. rC§Lli£0s the directors tn prepare financial statements r‹›

each financial per iod that give a true rind *•if >i0^ ‹›f" the state ‹›f financial alTairs of ihe company at the

end of the pcri‹›d and of' its p«i:i or less. 1"h0 icsj›onsibiIitiesincl de ensuring thai the company:

1. kecys )›mpci av°cotmtiitg i'ccords that disclose, with reasonable accuracy. the financial pnsitinn of

   tic company and comply with the rcqtlirements of the Companies and Allied Matters Act 2020:

2. crtahllshes adequate internal controls to safeguard its assets and to prevent and detect rrau« end nther irregularities. and

3. prepares its financial statements using suitable accounting policies supported by reasonable and prudent judgments and estllnates, and are consistently applied.

The directors accept responsibillty for the annual financial statements, which have been prepared using appropriate accounting policles supported by reasonable and prudent judgments and estimates. in conformip with International Financial Reporting Standards and the provisions of the Companies and

.Allied 84atters Act 2020 and in compliance with the Financial Reporting Council of Nigeria, Act No 6. 2011.

The dlrectors are of the opinion that the financial statements give a true and fair view of the state or the financial affairs of the company and of its loss for the year ended 30th April 2023. The directors further accept responsibility for the malntenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial control.

Mr. Olu Abayomi Sanya Director

FCA FRC/2014/CISN/00000oo9sg›

20 September, 2024

Acting Managing Director

FRC/20l3/lCAN/00000005730

20 September, 2024

MULTI-TREX INTEGRATED FOODS PLC

REPORTOFTHEAUDITCOMMITTEE

TO THE MEMBERS OF MULTI-TREX INTEGRATED POODS PLC

In compliance with the provisions of Section 404 (7) of the Companies & Allied Matters Act 2020. we, the members of the Audit Committee of Multi-Trex Integrated Foods Plc, have reviewed the audited financial statements of the company for the year ended April 30, 2023 and confirm that:

1. The accounting and reposing 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 akñounting and internal contmls during the year.

4. Thé company's. Management has adequately responded t'o matters covered in the Management Repurt issued by the External Auditors

Mr 'Biyi Olofowobi Chairman, Andlt Commlttee

Dated thls 21st day ofAiigusk 2024

Members of the Audit Committee:

Mr. 'Biyi Olufowobi

Mr. Emmanuel Chibuzor Mr. Olu Abayonii Sanya Mr. Abayomi Olaofe

ivtr. Yusuf Isiaka

Chainnan Member Member Member Member

The Company Secretary, A.A.Sogunle & Associate acted as Secretary to the Committee during the year.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF

MULTI-TREX INTEGRATED FOODS PLC

Report on the Audit of the Financial Statements

We have audited the financial statements of the Company, which comprise the statement of financial position as at 30 April, 2023, 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, 2023, and notes to the financial statements, including a summary of significant accounting policies.

Opinion

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, 2023, 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.

Basis of 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 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.

Going Concern

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 has not identified a material uncertainty that may cast significant doubt on the entity's ability to continue as a going concern, and accordingly none is disclosed in the financial statements. Based on our audit of the financial statements, we have also not identified such a material uncertainty. However, neither management nor the auditors can guarantee the company's ability to continue as a going concern.

Emphasis of matter

Without qualifying our opinion, we draw attention to Note 24 in the financial statements, which highlights the Company's accumulated loss of N6.08 billion (2022: N4.98 billion) and negative working capital of N2.08 billion (2022: N2.61 billion).

While these conditions typically raise concerns about the Company's ability to continue as a going concern, we consider the company's unique circumstances: The significant portion of the losses relate to the seven-year period when AMCON, the company's secured creditor, abruptly shut down the Company's operations, appointed a Receiver, and grounded the business. In August 2022, AMCON and the Company executed a settlement agreement, which included reopening the business, terminating the receivership, and introducing a new investor, N-Foods Universal Concept Limited (NFUC).

NFUC agreed to repay the Company's indebtedness to AMCON in three yearly installments in exchange for a 70% stake in the Company.

Our unqualified opinion is based on the expected positive impact of settling AMCON's indebtedness through equity on the Company's capital structure and cost of funds. We are also persuaded by the strategic fit and pedigree of the company's choice of new investor, who are reputed to be a significant player in the country's cocoa trade sub-sector, and the Company's ongoing major investments in updating/rehabilitating its hitherto automate

d production facility.

On the whole, we believe that these factors, if successfully combined with the opportunity to establish effective corporate governance and a competent workforce, will assist the Company in recovering past losses and resolving the going concern uncertainties.

Responsibilities of Board of Directors for the Financial Statements

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.

Auditor's Responsibilities for the Audit of the Financial Statements

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

4 n attdil of so inc liidrs e•'eliieiing the apprt›prioienes• of accounting policies used and the reasnrtahe'netq

,§artounlWg rslnnRlFsn9Rde §&f§o f1‹›ar‹f of IJirecore. as ell as e•'alu8tine the overall prenentatiun n'

‹hcfnmuci pVemont&.

eudit evidence we have ‹›htained is sufficient and appropriate tn provide a h• is Inc

Report on Other Legal and Regulatory Requirements

The Companies and Allied Matters Act 2020 requires that in cattying out our audit we consider and report to you on the following matters. Ve confirm that: -

i1 me have obtained all the information and explanations which to the best of out knowledge and belief were necessary for the purpose of our audit;

1. proper accounting records have been kept by the Company; and

2. the Company's statements of financial position and profit or loss and other comprehensive income are in agreement with the accounting records.

Logos, Nigeria

23 September, 2014

Oluwole O. Ogundeji

FRC/2013/PRO/ICAN/004/00000002825

for: Baker Tilly Nigeria (Chartered Accoztntaztt5) FRC/2024/COY/096262

The accounting policies and notes on pages 17 to 45 form an integral part of these financial statements

mULTi-+nEx iNTncnAvrn roons PLC STATEMENT OF FIN ANC I AL POSI TION C•OR TH E YEAR ENDED 30 APR I L, 2023

Non-current Bssets Biological assets

Property, plaiTt and equipment

Co rrent assets

Trade and other receivables

Cash and short-term deposits

Total assets

Equity

Issued capital

Share premium Revaluation reserve Revenue reserve Total equity

Non-current liabilities

Note

0

1 I

I b

17

2023

N'000

78,878

14,183,916

4.446.309

6 05 244

1.690.735

2022

N'000

BI.692

14,585,072

4,S0I,0l I (4,958.800) 2.843,88

Total liabilities

Total equity and liabilities

14,455,264

16,l45,999

14,271,376

l7,l 15,257

he financial statements were approved by the Board of Directors on 20 ber. 2024 and si ned on iis behalf" h :

htr. 1'usu Isicks

Acting 'lanaging Directs

rRCi2013/lCAN/00fi00003730

'I he acciiunting pnlicies and notes on pages 17 lo 45 fomi an int‹fl »J pan Of these lifluncial siiitcnicnts

MULTI-TREX INTEGRATED FOODS PLC

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 APRIL, 2023

The accounting policies and notes on pages 17 to 45 form an integral part of these financial statements

MULTI-TREX INTEGRATED FOODS PLC STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 APRIL, 2023

The accounting policies and notes on pages .17 to 45 form an integral part of these financial statements

MULTI-TREX INTEGRATED FOODS PLC NOTES TO THE 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.