Nigerian Enamelware PlcNSENG: ENAMELWA

Quarter 5 - financial statement for 2025

· Issued by Nigerian Enamelware Plc

NIGERIAN ENAMELWARE PLC

F I N A N C I A L S T A T E M E N T S F O R T H E Y E A R E N D E D

3 0 A P R I L 2 0 2 5

NIGERIAN ENAMELWARE PLC

Financial Statements for the year ended April 30, 2025

Contents

The reports and statements set out below comprise the financial statements presented to the shareholders:

Page

Result at a Glance 3

Directors' Report 4 - 6

Corporate Governance Report 7 - 8

Statement of Corporate Responsibility for the Financial Statements 9

Statement of Directors' Responsibilities in Relation to the Preparation of the Financial 10

Statements

Statutory Audit Committee Report 11

Management Certification of Internal Control over Financial Reporting 12

Management Report on the Assessment of Internal Control over Financial Reporting 13

Independent Auditor's Attestation Report on Management's Assessment of Internal Control 14

over Financial Reporting

Independent Auditor's Report 15 - 18

Statement of Profit or Loss and Other Comprehensive Income 19

Statement of Financial Position 20

Statement of Changes in Equity 21

Statement of Cash Flows 22

Notes to the Financial Statements 23 - 43

Other National Disclosures

Value Added Statement 44

Five Year Financial Summary 45

1

Directors and Other Corporate Information Company registration number Nature of business and principal activities Directors Registered office Company Secretary Registrars Legal advisors Auditors Bankers

RC 2192

Manufacturing and sale of Enamelware products including cooking utensils and culinary materials.

Bamofin Olatokunbo Sanni - Chairman

Mr. Taiwo Alli - Managing Director

Mr. Yujung Tang - Technical Director Mr. Lawrence Iseh - Finance Director Mr. Olaniyi Banjo - Admin Director

Mr. Kevin Cao Liang - Non-Executive Director

Baale S. O. Ogunnowo - Independent Non-Executive Director

18, Wempco Road Ogba, Ikeja Lagos.

Oyetola Oluwafemi 18, Wempco Road Ogba, Ikeja

Lagos.

Greenwich Registrars and Data Solutions 274, Murtala Mohammed Way Alagomeji, Yaba.

P.M.B. 12717

Lagos.

Adedoyin Awosanya & Co. Elesho Chambers

Plot 120, Oyadiran Estate Sabo, Yaba, Lagos.

Sola Oyetayo & Co. 33, Ogunlowo Street

Off Obafemi Awolowo Way Ikeja, Lagos.

Stanbic IBTC Bank Limited United Bank for Africa Plc Globus Bank Limited Fidelity Bank Plc

Result at a Glance
  1. Financial Summary 30 April 2025 N.'000 30 April 2024 N.'000 Increase/ (Decrease) %

    Revenue

    1,431,093

    718,349

    99%

    Profit/(Loss) before taxation

    24,934

    (2,564,756)

    101%

    Profit/(Loss) after taxation

    15,476

    (2,597,800)

    101%

    Issued share capital

    38,016

    38,016

    -

    Shareholders' funds

    (728,772)

    (744,248)

    2%

  2. Per Share Data

    Based on 76,032,000 ordinary

    shares of 50k each

    Earnings per share (kobo)

    20

    (3,417)

    101%

    Net assets per share (kobo)

    (959)

    (979)

    2%

  3. Other Data

Number of shareholders

3,794

3,268

16%

Number of employees

80

90

-11%

The directors are pleased to submit to the members of the company their annual report together with the audited financial statements for the year ended April 30, 2025.

  1. Legal form

    The company was incorporated on May 21, 1960, as a private limited liability company.

    It went public on December 28, 1979, in compliance with the Indigenization Decree of 1977 and was granted a listing on the NGX Limited. It adopted its present name of Nigerian Enamelware Plc on June 6, 1991, in compliance with the provisions of the Companies and Allied Matters Act 2020.

  2. Principal activities

    The principal activities of the company are the manufacturing and marketing of enamelware products.

  3. Review of financial results and activities

    The financial statements have been prepared in accordance with IFRS Accounting Standards, the requirements of the Companies and Allied Matters Act 2020 and the Financial Reporting Council of Nigeria (Amendment) Act 2023. The accounting policies have been applied consistently compared to the prior year.

    The results of the company's operations for the year are as stated below:

    30 April

    30 April

    2025

    2024

    N.'000

    N.'000

    Revenue

    1,431,093

    718,349

    Profit/(Loss) before taxation

    24,934

    (2,564,756)

    Tax expense

    (9,458)

    (33,044)

    Profit/(Loss) after taxation

    15,476

    (2,597,800)

    4. Directors

    The directors in office during the year are as follows:

    Directors Office

    Designation

    Bamofin Olatokunbo Sanni (appointed on June 30, 2021) Chairman

    Non-executive

    Mr. Taiwo Alli (appointed on June 30, 2021) Managing Director

    Executive

    Baale S. O. Ogunnowo (appointed on June 30, 2021) Independent

    Non-executive

    Mr. Yujung Tang (appointed on June 30, 2021) Technical Director Mr. Lawrence Iseh (appointed on June 30, 2021) Finance Director

    Executive Executive

    Mr. Olaniyi Banjo (appointed on January 4, 2022) Admin Director

    Executive

    Mr. Kevin Cao Liang (appointed on July 25, 2024) Non-executive

    Non-executive

    Mr. Robert Tung (resigned on August 8, 2024) Non-executive

    Non-executive

    In accordance with the Company's Articles of Association, Baale S. O. Ogunnowo, Mr. Yujung Tang and Mr. Olaniyi Banjo were re-elected on September 26, 2024.

    Mr. Kevin Cao Liang was appointed to the Board on July 25, 2024, while Mr. Robert Tung resigned on August 8, 2024.

  4. Directors (continued) Directors' shareholdings Number of shares of 50kobo each held as at:

    Bamofin Olatokunbo Sanni Baale Sunday Ogunnowo Mr. Kevin Cao Liang

    Mr. Taiwo Alli

    Mr. Lawrence Iseh Mr. Yujung Tang Mr. Olaniyi Banjo

    30 April 2025

    -1,584

    -

    -

    -

    -

    -

    30 April 2024

    -1,584

    -

    -

    -

    -

    -

  5. Directors' other interests

    No director has notified the company of any involvement or interest in any business contract with the company during the year. As at April 30, 2025, the unit price of the Company's share on the floor of the NGX Limited was N25.30k.

  6. Shareholdings

    The shares of the company were beneficially held as follows:

    30 April 2025 30 April % 2024

    I-Feng Company Ltd

    45,619,200

    45,619,200

    60

    Nigerian citizens and associations

    30,412,800

    30,412,800

    40

    76,032,000

    76,032,000

    100

    The range of shareholders as at April 30, 2025 was as follows:

    Range

    No. of shareholders

    No. of units held

    1 - 10,000

    3,354

    8,690,896

    10,001 - 50,000

    359

    7,196,596

    50,001 -100,000

    42

    2,959,200

    100,001 -500,000

    37

    9,811,545

    Over 1,000,000

    2

    47,373,763

    Except as noted above, no individual shareholders held more than 5% of the issued share capital of the company at April 30, 2025.

  7. Dividends

    The board do not recommend the declaration of a dividend for the year.

  8. Company's suppliers

    The company sources its raw materials from local and foreign suppliers.

  9. Employment and employees Employment of disabled persons

    It is the policy of the company that there should be no discrimination in considering applications for employment including those from disabled persons. All employees, whether or not disabled, are given equal opportunities to widen their experience and knowledge and to qualify for promotion in furtherance of their careers. As at April 30, 2025, there were two (2) disabled persons employed by the company.

    1. Employment and employees (continued) Health, safety at work and welfare of employees

      Health and safety regulations are in force within the premises of the company. The company maintains a well-equipped clinic which is run by a qualified Nurse. In addition, the company has entered into agreement with private hospitals run by qualified Medical Doctors to whom serious cases of illness are referred for treatment.

      Employees involvement and training

      The Company is committed to keeping employees fully informed as much as possible regarding its performance and progress and seeking their views wherever practicable on matters which particularly affect them as employees.

      Management, professional and technical expertise are the company's major assets and investment in developing such skills continues. The company's expanding skill base has extended the range of training provided and has broadened opportunities for career development within the organization. Incentive schemes designed to meet the circumstances of each individual are implemented wherever appropriate.

    2. Charitable gifts and donations

      No donation was made by the Company during the year under review.

    3. Audit committee

      In accordance with section 404 (6) of the Companies and Allied Matters Act, 2020, the audit committee members of the company were re-elected at the annual general meeting held in Ikeja on September 26, 2024 comprising of Mrs. Oluwamayokun Kolawole (Chairperson), Mr. Moses Okorie, Baale Sunday Ogunnowo, Mr. Kayode Adesiyan and Mr. Kevin Cao Liang.

    4. Auditors

Messrs Sola Oyetayo & Co. were appointed as the company's auditors at the annual general meeting held on September 26, 2024, to replace Messrs OOP and Partners (Chartered Accountants) who have completed the statutory number of years in office as the company's auditors.

Messrs Sola Oyetayo & Co. have indicated their willingness to continue in office in accordance with Section 357(2) of the Companies and Allied Matters Act 2020.

By Order of the Board


Oyetola Oluwafemi FRC/2022/PRO/NBA/004/00000024089 Company Secretary Ikeja, Lagos Nigeria. July 22, 2025. Corporate Governance Report

Nigerian Enamelware PLC subscribes to the highest level of corporate governance and best practice in the conduct of its business. The Board is in compliance with the Code of Corporate Governance for Public Companies issued by the Securities and Exchange Commission in 2011.

The Board is also committed to implementing the corporate governance principles and guidelines contained in the Nigerian Code of Corporate Governance (NCCG) 2018 released by the Financial Reporting Council of Nigeria, the Securities and Exchange Commission's Corporate Governance Guidelines issued in October 2020 and the Companies and Allied Matters Act 2020 including the Company Regulations 2021.

  1. The Board of Directors

    The Board of Directors is the ultimate governing body of Nigerian Enamelware Plc. The Board has the overall responsibility for the oversight of the business, long-term strategy and objectives.

    The Board consists of two (2) Non-Executive Directors, one (1) Independent Non-Executive Director and four (4) Executive Directors.

    1. Board meetings

      Directors in attendance at the board meetings held during the year ended April 30, 2025 are marked "Y" in the table below.

      Director

      25/07/2024

      17/09/2024

      12/12/2024

      12/03/2025

      Bamofin Olatokunbo Sanni

      Y

      Y

      Y

      Y

      Mr. Taiwo Alli

      Y

      Y

      Y

      Y

      Baale S. O. Ogunnowo

      Y

      Y

      Y

      Y

      Mr. Robert Tung

      N

      NA

      NA

      NA

      Mr. Yujung Tang

      Y

      Y

      Y

      Y

      Mr. Lawrence Iseh

      Y

      Y

      Y

      Y

      Mr. Olaniyi Banjo

      Y

      Y

      Y

      Y

      Mr. Kevin Cao Liang

      Y

      Y

      Y

      Y

      NA - Not Applicable as the Director was not in office at this time. N - Absent

      Mr. Kevin Cao Liang was appointed to the Board on July 25, 2024, while Mr. Robert Tung resigned on August 8, 2024.

      1. Audit Committee meeting

        Members in attendance at the committee meetings held during the year ended April 30, 2025 are marked "Y" in the table below.

        25/07/2024

        17/09/2024

        12/12/2024

        12/03/2025

        Mrs. Oluwamayokun Kolawole

        Y

        Y

        Y

        Y

        Baale Sunday O. Ogunnowo

        Y

        Y

        Y

        Y

        Mr. Moses Okorie

        Y

        Y

        Y

        Y

        Mr. Kayode Adesiyan

        Y

        Y

        Y

        Y

        Mr. Kevin Cao Liang

        Y

        Y

        Y

        Y

      2. Finance & General Purpose Committee meeting

      Members in attendance at the committee meetings held during the year ended April 30, 2025 are marked "Y" in the table below.

      24/07/2024

      16/09/2024

      11/12/2024

      11/03/2025

      Baale Sunday O. Ogunnowo

      Y

      Y

      Y

      Y

      Mr. Kevin Cao Liang

      Y

      Y

      Y

      Y

      Mr. Taiwo Alli

      Y

      Y

      Y

      Y

      Mr. Lawrence Iseh

      Y

      Y

      Y

      Y

      Corporate Governance Report
  2. Insider Trading and Price Sensitivity Information

    The Company is clear in its prohibition of insider trading by its board, management, officers and related persons who are privy to confidential price sensitive information. Such persons are further prohibited from trading in the Company's securities where such transactions would amount to insider trading. Directors, insiders and related parties are prohibited from disposing, selling, buying or transferring their shares in the company for a period commencing from the date of receipt of such insider information until such a period when the information is released to the public or any other period as defined by the company from time to time.

  3. Complaints Management policy

The Company has in place a Complaints Management Policy Framework in accordance with the directive of the Securities and Exchange Commission on resolution of complaints. The policy can be accessed via the company's website https://www.newcoplcng.com.

By Order of the Board


Oyetola Oluwafemi FRC/2022/PRO/NBA/004/00000024089 Company Secretary Ikeja, Lagos. Statement of Corporate Responsibility for the Financial Statements

Certification Pursuant to Section 405 (1) of Companies and Allied Matters Act 2020

We the undersigned hereby certify the following with regards to our audited financial statements for the year ended April 30, 2025 that:

  1. We have reviewed the report;

    To the best of our knowledge, the report does not:

    • contain any untrue statement of a material fact, or

    • omit to state a material fact, which would make the statements misleading in the light of circumstances under which such statements were made:

  2. To the best of our knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition and results of operation of the company as of, and for the periods presented in this report.

  3. We:

    • are responsible for establishing and maintaining internal controls;

    • have designed such internal controls to ensure that material information relating to the company is made known to such officers by others within those entities particularly during the period in which the periodic reports are being prepared;

    • have evaluated the effectiveness of the company's internal controls over the financial reporting as of date within 90 days prior to the reports;

    • have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation as of that date;

  4. We have disclosed to the auditors of the company and audit committee:

    • All significant deficiencies in the design or operation of internal controls which would adversely affect the company's ability to record, process, summarize and report financial data and have identified for the company's auditors any material weakness in internal controls, and

    • Any fraud, whether or not material, that involves management or other employees who have significant role in the company's internal controls;

      We have identified in the report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



      Bamofin Olatokunbo Sanni Chairman FRC/2013/PRO/DIR/003/00000001153 Taiwo Alli


      Managing Director/CEO FRC/2022/PRO/NIM/002/00000024090


      Lawrence I. Iseh Finance Director FRC/2018/PRO/DIR/003/00000018191 Statement of Directors' Responsibilities in Relation to the Preparation of the Financial Statements

      The directors of Nigerian Enamelware Plc. are responsible for the preparation of the financial statements that present fairly the financial position of the company as at April 30, 2025 and results of its operations, cash flows and changes in equity for the year ended, in compliance with the International Financial Reporting Standards (IFRS) and in the manner required by the Companies and Allied Matters Act 2020 and the Financial Reporting Council of Nigeria Act No.6, 2011.

      In preparing the financial statements, the directors are responsible for:
    • properly selecting and applying accounting policies;

    • presenting information, including accounting policies in a manner that provides relevant reliable comparable and understandable information;

    • providing additional disclosures when compliance with the specific requirement of IFRSs are insufficient, to enable users understand the impact of particular transactions and conditions on the company's financial position and financial performance; and

    • making an assessment of the company's ability to continue as a going concern.

      The directors are responsible for:
    • designing, implementing and maintaining an effective and sound system of internal controls throughout the company;

    • maintaining adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company, and which enable them to ensure that the financial statements of the company comply with IFRS;

    • maintaining statutory accounting records in compliance with the legislation of Nigeria and IFRS;

    • taking such steps as are reasonably available to them to safeguard the assets of the company; and preventing and detecting fraud and other irregularities.

Going Concern:

The directors have made an assessment of the company's ability to continue as a going concern and have no reason to believe the company will not remain a going concern in the year ahead.

The financial statements of the company for the year ended April 30, 2025 were approved by the directors on July 22, 2025.



SIGNED ON BEHALF OF THE BOARD OF DIRECTORS BY:


Bamofin Olatokunbo Sanni Chairman FRC/2013/PRO/DIR/003/00000001153 Taiwo Alli Managing Director/CEO FRC/2022/PRO/NIM/002/00000024090


Lawrence I. Iseh Finance Director FRC/2018/PRO/DIR/003/00000018191


Statutory Audit Committee Report

To the Members of Nigerian Enamelware Plc

In accordance with the provisions of Section 404 (7) of the Companies and Allied Matters Act, 2020, we confirm that we have carried out our statutory functions under the Act and have examined the Independent Auditor's Report for the year ended April 30, 2025 and hereby state as follows:

  1. The scope and planning of the audit are adequate.

  2. The accounting and reporting policies of the company conform with the statutory requirements and agreed ethical practices.

  3. The internal controls were being constantly and effectively monitored.

  4. We have reviewed the Auditor's findings on management matters and are satisfied with the management responses thereon.

  5. We have made recommendations to the Board with regard to the Auditors' report and remuneration of the external auditors of the Company.

We have obtained all the information and explanations we required.

In our opinion, the scope and planning of the audit for the year ended April 30, 2025, together with the audited financial statements were adequate. We also reviewed the auditors' findings and were satisfied with management responses thereto.

The Independent Auditors, Messrs. Sola Oyetayo & Co. have given an unqualified opinion in their report on the financial statements.

We acknowledge the cooperation of the Independent Auditors, Messrs. Sola Oyetayo & Co., Management and staff of the company in performing our duties.



On behalf of the Audit Committee Mrs. Oluwamayokun Kolawole Chairperson, Audit Committee FRC/2022/PRO/ANAN/004/824490 Members of the Audit Committee Mrs. Oluwamayokun Kolawole - Chairperson Mr. Mr. Kevin Cao Liang - Member Baale S.O. Ogunnowo - Member Mr. Moses Okorie - Member


Mr. Kayode Adesiyan - Member By Order of the Board Oyetola Oluwafemi Company Secretary FRC/2022/PRO/NBA/004/00000024089 Ikeja, Lagos Nigeria July 22, 2025 NIGERIAN ENAMELWARE PLC

Financial Statements for the year ended April 30, 2025



Management Certification of Internal Control over Financial Reporting

We, Taiwo Alli (the Managing Director/CEO) and Lawrence I. Iseh (the Finance Director) of Nigerian Enamelware Plc, certify that:

  1. We have reviewed the management's report on the assessment of internal control over financial reporting of Nigerian Enamelware Plc.

  2. Based on our knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  3. 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;

  4. 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 the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.

  5. We have disclosed, based on our most recent evaluation of the internal control system, to the company's auditors and the audit committee of the company's board of directors:

    1. There were no significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the company's ability to record process summarize and report financial information; and

    2. There were no fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.

  6. We have identified, in the report, whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated this July 22, 2025.



Taiwo Alli Managing Director/CEO FRC/2022/PRO/NIM/002/00000024090 Lawrence I. Iseh Finance Director FRC/2018/PRO/DIR/003/00000018191


Management Report on the Assessment of Internal Control over Financial Reporting

The management of Nigerian Enamelware Plc is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Company's principal executive and principal financial officer, or persons performing similar functions, and effected by the Company's Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the generally acceptable accounting principles (GAAP).

Nigerian Enamelware's Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorization of the Company's management and directors; and (3) 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.

However, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has completed an assessment of the effectiveness of the Company's internal control over financial reporting as at April 30, 2025. In making the assessment, management used the "Internal control-integrated framework" (COSO 2013) promulgated by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Based upon the assessment performed, management concluded that as at April 30, 2025, Nigerian Enamelware's internal control over financial reporting was effective based upon the COSO 2013 framework. Additionally, based upon management's assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of April 30, 2025.

The effectiveness of the Company's internal control over financial reporting as of April 30, 2025, has been audited by Sola Oyetayo & Co. an independent registered public accounting firm, as stated in their report, which appears herein.

Dated this July 22, 2025.



Taiwo Alli Managing Director/CEO FRC/2022/PRO/NIM/002/00000024090


Lawrence I. Iseh Finance Director FRC/2018/PRO/DIR/003/00000018191 NIGERIAN ENAMELWARE PLC

Financial Statements for the year ended April 30, 2025



Independent Auditor's Attestation Report on Management's Assessment of

Internal Control over Financial Reporting

To the Members of Nigerian Enamelware Plc Our opinion

In our opinion, nothing has come to our attention that the internal control procedures over financial reporting put in place by management of Nigerian Enamelware Plc ("the company") are not adequate as of April 30, 2025, based on the SEC Guidance on Implementation of Section 60 - 63 of The Investments and Securities Act 2007 issued by The Securities and Exchange Commission.

What we have performed

We have performed an assurance engagement on Nigerian Enamelware Plc's internal control over financial reporting as of April 30, 2025, based on FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting ("the Guidance") issued by the Financial Reporting Council of Nigeria. The company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's report on the assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our assurance engagement.

Basis for opinion

We conducted our assurance engagement in accordance with the Guidance, which 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.

Definition and Limitations of Internal Control 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 dispositions 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 authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised 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.



Other matter


We also have audited, in accordance with the International Standards on Auditing, the financial statements of Nigerian Enamelware Plc and our report dated July 23, 2025, expressed an unmodified opinion.

Sola Oyetayo, FCA FRC/2013/PRO/ICAN/004/00000000642


July 23, 2025


For: Sola Oyetayo & Co. Lagos, Nigeria.


Independent Auditor's Report To the Members of NIGERIAN ENAMELWARE PLC Report on the Audit of the Financial Statements Opinion

We have audited the financial statements of NIGERIAN ENAMELWARE PLC (the company) set out on pages 20 to 43, which comprise the statement of financial position as at April 30, 2025; and the statement of profit or loss and other comprehensive income; the statement of changes in equity; and the statement of cash flows for the year then ended; and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of NIGERIAN ENAMELWARE PLC as at April 30, 2025, and its financial performance and cash flows for the year then ended, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, the requirements of the Companies and Allied Matters Act 2020, and in compliance with the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing. 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (Parts 1, 3 and 4A) (IESBA Code) and other independence requirements applicable to performing audits of financial statements in Nigeria. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code and in accordance with other ethical requirements applicable to performing audits in Nigeria.

Going Concern

We draw attention to Note 24 in the financial statements, which indicates that the company reported accumulated losses of





₦827.874 million as at the year ended April 30, 2025 (2024: N843.35 million loss) and, as of that date, the company shareholders' fund is in the negative of ₦728.772 million (2024: N744.25 million negative). Notwithstanding this, the company achieved a profit after tax of N15.48 million for the year ended April 30, 2025 (2024: N2,597.8 million loss after tax), reflecting a positive turnaround from prior periods. The huge net loss and accumulated losses recorded in 2024 resulted from the related parties' receivables impairment provision made of N2,661 million (Note 12b). Otherwise, the company would have reported a net profit in 2024. As stated in Note 24 these events or conditions, along with other matters as set forth in Note 24, indicate that no material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were 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 these matters.

Key audit matter How our audit addressed the key audit matter
  1. Assessment of lease classification and related disclosures in respect of factory space

    The Company occupies factory premises under a five-year rental We evaluated the contract, assessed management's arrangement. During our audit, we considered whether this analysis, and reviewed supporting documents. We arrangement constituted a lease under IFRS 16. The landlord concluded that management's accounting treatment was retains significant control rights over the premises, raising appropriate.

    questions about whether the arrangement confers the right of control necessary to recognise a right-of-use asset and lease liability. Management concluded that it should continue to be accounted for as a rental expense.

  2. Valuation of Inventory using absorption costing

    The Company uses absorption costing (materials, direct wages, We assessed the costing methodology, tested and production overheads) to value inventories. This involves components of inventory cost, verified production significant estimation, particularly in the allocation of overheads overhead allocations, and challenged management's and assessing net realisable value. NRV assessments. We found management's approach

    and disclosures reasonable.

  3. Measurement and classification of provision for gratuities as short-term benefits

The Company provides gratuity benefits, which it classifies as We reviewed the underlying contracts and management's short-term. Classification impacts measurement under IAS 19. assessment, and tested assumptions about settlement Our audit focused on whether the obligations met short-term timelines. We agreed with management's classification criteria and whether measurement was appropriate. and measurement as short-term obligations.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the document titled "NIGERIAN ENAMELWARE PLC annual financial statements for the year ended April 30, 2025", which includes the Report of the Directors, Corporate Governance Report, Statement of Corporate Responsibility for the Financial Statements, Statement of Directors' Responsibilities in relation to the preparation of the Financial Statements, and Other National Disclosures. The other information 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 an audit opinion or 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 in 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 other information, we are required to report that fact. We have nothing to report in this regard.



Independent Auditor's Report 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 IFRS Accounting Standards as issued by the International Accounting Standards Board, the requirements of the Companies and Allied Matters Act 2020, and in compliance with the Financial Reporting Council of Nigeria (Amendment) Act, 2023, 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.

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 an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 judgement and maintain professional scepticism 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, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Fifth Schedule of the Companies and Allied Matters Act, 2020, 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, in so far as appears from our examination of those books;

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

In accordance with the requirements of the Financial Reporting Council of Nigeria (FRCN) Guidance on Assurance Engagement Report on Internal Control over Financial Reporting:

We performed a limited assurance engagement and reported on management's assessment of the company's internal control over financial reporting as of April 30, 2025. The work performed was done in accordance with the International Standard for Assurance Engagements Other Than Audits or Reviews of Historical Financial Information (ISAE 3000 (Revised)') and FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting, and we have issued an unmodified opinion in our report dated July 23, 2025. This report is included on page 13 of the audited financial statements.





Sola Oyetayo, FCA FRC/2013/PRO/ICAN/004/00000000642 For: Sola Oyetayo & Co. Lagos, Nigeria. July 23, 2025 NIGERIAN ENAMELWARE PLC

Financial Statements for the year ended April 30, 2025

Statement of Profit or Loss and Other Comprehensive Income

Note(s)

2025

₦ '000

2024

₦ '000

Revenue

2

1,431,093

718,349

Cost of sales

3

(1,376,960)

(530,645)

Gross profit (loss)

54,133

187,704

Other operating income

4

114,056

9,438

Operating expenses

5

(143,255)

(2,761,898)

Profit (loss) before taxation

24,934

(2,564,756)

Taxation

9

(9,458)

(33,044)

Profit (loss) for the year

15,476

(2,597,800)

Other comprehensive income

-

-

Total comprehensive income (loss) for the year

15,476

(2,597,800)

The accompanying notes on pages 23 to 43 form an integral part of these financial statements.

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