Scoa Nigeria PlcNSENG: SCOA

S c o a nigeria plc quarter 5 financial statement for 2024

Apr 7, 2025 at 3:28 PM UTC · Issued by SCOA Nigeria Plc

SCOA NIGERIA PLC

[RC: 6293]

ANNUAL REPORT AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER, 2024

BBC PROFESSIONALS

CHARTERED ACCOUNTANTS

SCOA NIGERIA PLC
[RC: 6293]
Annual Report And Consolidated Financial Statements - 2024
TABLE OF CONTENTS	PAGES
INTRODUCTION
Corporate information	2
Financial highlights	3
CORPORATE GOVERNANCE
Report of the directors	4
Corporate Governance Report	9
FINANCIAL STATEMENTS
Report of the statutory audit committee	10
Statement of directors' responsibilities	11
Management Assessment of Internal Control over Financial Reporting	12
Management Annual Assessment of and Report on Internal Control over Financial Reporting
	14
Independent Auditor's Attestation Report on Management's Assessment of Internal Control over
Financial Reporting	15

Independent auditor's report	17
Consolidated and separate statement of profit or loss and other comprehensive income	19
Consolidated and separate statement of financial position	20
Consolidated and separate statement of changes in equity	21
Consolidated and separate statement of cashflows	23
Notes to the consolidated and separate financial statements	24
OTHER FINANCIAL INFORMATION
Statement of value added	78
Group financial summary	79
Company financial summary	80
Share capital history	81

SCOA NIGERIA PLC

RC: 6293

Annual Report And Consolidated Financial Statements - 2024

CORPORATE INFORMATION

BOARD OF DIRECTORS
Mr. Henry Agbamu	-	Chairman
Dr. Massad F. Boulos	-	Managing Director/CEO
Engr. Amresh Shrisvastava	-	Deputy CEO
Alhaji Gambo Lawan (Independent)	-	Non-Executive Director
Mrs. Sarah Boulos	-	Non-Executive Director
Mr. Michel Fadoul	-	Non-Executive Director
Prince Boniface Nwabuko	-	Non-Executive Director
Hon. Magnus C. Onyibe (Independent)	-	Non-Executive Director
COMPANY SECRETARY
Mr. Michael A. Adeyemi, ACIS, MNIM
REGISTERED OFFICE
157, Apapa/ Oshodi Expressway, Isolo, Lagos
P. O. Box 2318, Lagos
Telephone: 01-2802072
E-mail: info@scoaplc.com
REGISTRAR AND TRANSFER OFFICE
Africa Prudential Plc
220B, Ikorodu Road, Palmgrove, Lagos
E-mail: cxc@africaprudential.com
MAJOR SOLICITORS
Bola Ajibola & Co.
Balogun, Majekodunmi & Biachi
Sumi Ahonsi & Co.
Rasky Gbinigie & Co.
Pinheiro LP
BANKERS
Heritage Bank Limited
Providus Bank Limited
Sterling Bank Plc
Unity Bank Plc
Wema Bank Plc
Zenith Bank Plc
INDEPENDENT AUDITORS
BBC PROFESSIONALS
[Chartered Accountants]
Charter House
7 McNeil Road
Sabo Yaba
Lagos

SCOA NIGERIA PLC

Financial Highlights

For the year ended 31 December, 2024

	Group		Group	Company		Company
	2024	2023		2024	2023
	₦'000		₦'000	₦'000		₦'000
Turnover	13,534,384		10,394,233		168,049		-
Profit before taxation	374,399	149,869		27,289	74,254
Tax expenses	(145,587)	(47,839)		(5,901)	(33,973)

Profit for the Year	228,812		102,030		21,388		40,281
Capital Expenditure	15,973	89,548		15,973	78,546
Depreciation of property plant & equipment
93,467	101,060		91,261	22,253

Total Asset	12,005,764	15,527,086		9,507,617	8,131,474
Shareholders' fund	2,445,213		2,115,777		46,550		(284,177)

Per Share Data:
Earning per share (Naira)	0.35	0.16		0.03	0.06
Stock Exchange Quotation as at
31st December	293k		293k		293k		293k
Number of Shareholders	44,281		44,281		44,281		44,281
Number of Employees	96	96		23	23

SCOA NIGERIA PLC

Report of the Directors

For the year ended 31 December, 2024

FINANCIAL STATEMENTS

The Directors are pleased to present to the Members of Company their Report with the Consolidated and Separate Audited Financial Statements for the year ended 31 December, 2024.

LEGAL FORM:

SCOA Nigeria Plc, which commenced operations in Nigeria in 1926, was incorporated as a Limited Liability Company in June, 1969 with Registration No. RC. 6293. The Company was listed on the Nigerian Stock Exchange in 1977.

PRINCIPAL ACTIVITIES:

The principal activities of the Company include: distribution, maintenance and leasing of motor vehicles; assembly; sale, servicing and repairs of earth-moving and construction equipment, engineering and road construction, industrial compressors, agricultural tractors, machinery and equipment and general merchandising.

MAJOR BUSINESS PARTNERS: The Company's major business partners include: MAN, Ingersoll Rand, Karcher, Fiori, Perkins and Wirtgen.

REVIEW OF BUSINESS AND FUTURE PROSPECTS:

The review of the Company's business as contained in the Chairman's Statement is an integral part of the Directors' Report and should be read in conjunction therewith.

RESULTS FOR THE YEAR:
	T h e G r o u p	T h e C o m p a n y
	2024	2023	2024	2023
	N'000	N'000	N'000	N'000
Revenue	13,534,384	10,394,233	168,049	0
	========	========	========	========
Profit before taxation	374,399	149,869	27,289	74,254
Tax expenses	(145,587)	(47,839)	(5,901)	(33,973)
	-------------	-------------	-------------	-------------
Profit for the Year	228,812	102,030	21,388	40,281
	========	========	========	========

DIVIDEND:

The Directors did not recommend to members the payment of dividend given the results for the year.

PROPERTY, PLANT AND EQUIPMENT:

Information relating to changes in Property, Plant and Equipment during the year is given in Note 17 to the consolidated financial statements. In the opinion of the Directors, the market value of the group's properties is not less than the value shown in the accounts.

SCOA NIGERIA PLC

Report of the Directors

For the year ended 31 December, 2024

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's assets.

· Management of share capital.

· Determination and periodic review of appropriate organizational structure.

· Succession planning and 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 group'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.
·	Ensuring the integrity of financial reports.

DIRECTORS' INTEREST IN CONTRACTS

None of the Directors has notified the Company for the purpose of Section 303 of the Companies and Allied Matters Act, 2020, of any declarable interest in contracts with which the Company is involved as at 31 December, 2024.

SHAREHOLDINGS

The issued and fully paid share capital of the Company as at 31 December, 2024 was beneficially owned as follows:

	%
SCOA International SA:	68.25
Others:	31.75
	100.00

SUBSTANTIAL INTEREST IN SHARES

No shareholders other than SCOA International SA, hold five percent or more of the shares of the Company.

ACQUISITION OF OWN SHARES

The Company did not acquire any of its shares during the year.

FORMAT OF FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with the reporting and presentation requirements of the Companies and Allied Matters Act, 2020, and are in compliance with the International Financial Reporting Standard reporting format as approved by the Financial Reporting Council of Nigeria. The Directors consider that the format adopted is the most suitable for the Company.

SCOA NIGERIA PLC

Report of the Directors

For the year ended 31 December, 2024

DIRECTORS' INTEREST IN SHARES

Directors' interest in the issued share capital of the Company as recorded in the Register of Members and/or notified by them are as follows:

	2024	2023
	Number	Number
Mr. Henry Agbamu	137,843	137,843
Dr. Massad F. Boulos	1,150	1,150
Prince Boniface Nwabuko	2,500	2,500

See Directors interest in contracts on page 5

BOARD OF DIRECTORS:

The names of the Directors are shown on page 2.

The Directors to retire by rotation in accordance with the Articles of Association of the Company are Engr. Amresh Shrisvastava and Alh. Gambo Lawan. The Directors are retiring by rotation and being eligible, offer themselves for re-election.

The Board has the following Committees:

Governance and Remuneration Committee: Prince Boniface Nwabuko
Mrs. Sarah Boulos Alhaji Gambo Lawan
Risk Management Committee: Dr. Massad F. Boulos (Attorney for Mr. Michel Fadoul) Engr. Amresh Shrisvastava Alhaji Gambo Lawan
Audit Committee: Hon. Magnus Onyibe Mr. Tajudeen Adeshina Chief Edmund U. Njoku Mr. David O. Oguntoye, JP Engr. Amresh Shrivastava

Chairman

Member

Chairman

Member Member

Chairman

Member

SCOA NIGERIA PLC

Report of the Directors

For the year ended 31 December, 2024

RECORD OF ATTENDANCE OF BOARD AND COMMITTEE MEETINGS

In accordance with the requirement of Companies and Allied Matters Act, 2020, the record of attendance of Directors, its Committees and the Statutory Audit Committee meetings in the year under review is published herewith:

1. Board of Directors:		27.03.24	30.04.24	30.10.24	28.11.24	TOTAL
1.	Mr. Henry Agbamu	- (Chairman)	P	P	P	P	4
2.	Dr. Massad F. Boulos		P	P	P	P	4
3.	Engr. Amresh Shrisvastava		P	P	P	P	4
4. Alhaji Gambo Lawan		P	P	P	P	4
5.	Prince Boniface Nwabuko		P	P	P	P	4
6.	Hon. Magnus C. Onyibe (Independent)	P	P	P	P	4
7.	Mrs. Sarah Boulos		P	P	P	P	4
8.	Mr. Michel Fadoul		P	P	P	P	4

3. Governance and Remuneration Committee	27.03.24	30.10.24	TOTAL
1.	Prince Boniface Nwabuko	- (Chairman)	P	P	2
2.	Mrs. Sarah Boulos		P	P	2
3.	Alhaji Gambo Lawan		P	P	2

4. Risk Management Committee		27.03.24	30.10.24	TOTAL
1.	Dr. Massad F. Boulos	- (Chairman)	P	P	2
2.	Alhaji Gambo Lawan		P	P	2
3.	Engr. Amresh Shrisvastava		P	P	2

2. Statutory Audit Committee		27.03.24	30.04.24	30.10.24	28.11.24	TOTAL
1.	Hon. Magnus Onyibe	- (Chairman)	P	P	P	P	4
2.	Mr. Tajudeen Adeshina		P	P	P	P	4
3. Chief Edmund U. Njoku		P	P	P	P	4
4.	Mr. David O. Oguntoye, JP		P	P	P	P	4
5.	Engr. Amresh Shrisvastava		P	P	P	P	4

CORPORATE GOVERNANCE

The Board of Directors of the Company is aware of the Code of Best Practices in Corporate Governance issued by the Securities and Exchange Commission in the administration of the Company and is ensuring that the company complies with it.

The Board is responsible for keeping proper accounting records with reasonable accuracy. It is also responsible for safe guarding the assets of the Company though prevention and detection of fraud and other irregularities. The Board has a Remuneration Committee made up of three of its Members. The Company has an Audit Committee made up of five Members with two Directors and three Representatives of the Shareholders. The report of the Committee and details of its membership are set out above.

DONATIONS

The Company made no donation in the year 2024 (2023 : Nil).

EMPLOYMENT AND EMPLOYEES

EMPLOYEES INVOLVEMENT AND TRAINING:
The Company continues to observe industrial relations practices such as collective bargaining and briefing employees on the developments in the Company during the year under review. Various incentive schemes for staff were maintained during the year while regular training courses were carried out for the employees.
Educational assistance towards professional qualifications was provided to deserving members of staff. Different cadres of staff were also assisted with payment of subscriptions to various professional bodies during the year.

SCOA NIGERIA PLC

Report of the Directors

For the year ended 31 December, 2024

HEALTH, SAFETY AND WELFARE OF EMPLOYEES:
The Company places high premium on health, safety and welfare of its employees. Health and safety regulations were observed in all of the Company's locations and free medical care was extended to all employees. Health boosting measures such as supply of milk and washing detergents were given to welders, panel-beaters, wood-workers and painters. Fire fighting equipments were also installed at strategic locations.
Quarterly visits were made by officials of the Federal Ministry of Labour to our various locations during which they were satisfied with our compliance measures.
EMPLOYMENT OF DISABLED OR PHYSICALLY CHALLENGED PERSONS:
The Company had no disabled or physically challenged persons in its employment during the year under review. It does not discriminate in its employment policy as regards able bodied and physically challenged individuals.
RESPECT FOR LAW
SCOA Nigeria Plc ensures that all its operations and activities conform with the relevant laws of the Country. It also ensures that its employees are encouraged to comply with the various laws and regulations of the Country.
DISTRIBUTION OF THE COMPANY'S PRODUCTS
The Company's products are distributed through its network of branches, which are located nationwide.
UNCLAIMED DIVIDENDS
There are unclaimed dividends arising from Dividends 1-36, which have not been acknowledged as at 31 December, 2024. The Shareholders are advised to contact the Registrars, Africa Prudential Registrars Plc, 220B Ikorodu Road, Palmgrove, Lagos for any of their outstanding dividends.
E-DIVIDEND/E-BONUS
Shareholders are strongly advised to complete the E-Dividend Mandate Forms and return them to the Registrars to update their records.
SUPPLIERS
The Company's raw materials and finished goods are obtained at arm's length basis from both local and overseas suppliers.
AUDITORS
The Auditors, Messrs BBC Professionals, the Company's external auditors have expressed their willingness to continue in office in accordance with Section 401(2) of the Companies and Allied Matters Act, 2020. A resolution will be proposed authorizing the Directors to fix their remuneration.

LAGOS, NIGERIA

4th April, 2025

SCOA NIGERIA PLC

Report On Corporate Governance

For the year ended 31 December, 2024

THE BOARD

The Company's primary corporate governance structure is the Board of Directors which is run on a democratic collegial basis. The Directors of the Company comprise the Chairman, one Managing Director, one Executive Director and other Directors who are either representatives of majority Shareholders or in the case of Alhaji Gambo Lawan and Hon. Magnus Onyibe who are completely independent.

MEETING

The Board held five (5) meetings during the year and the record of attendance is as published on page 7

CONFLICT OF INTEREST

All Directors and Employees are expected to avoid direct or indirect conflicts of interest. Where a conflict of interest may arise, in a matter to be decided by the Board of Directors, the Director concerned is expected to inform the Board and abstain from voting. Transactions between the Company and Directors, where they arise, take place at arm's length.

During the year under review, there has been no transactions and other contractual relationship between the Company and its Board members and managers, which are not covered by legal provisions on conflict of interest. Transactions with related parties were for management fees, interest on loan, purchase and supply of equipment, materials and services respectively.

INSIDER DEALING AND MARKET ABUSE IN SHARES

The use of insider or unpublished information about the Company in buying or selling of its shares is strictly forbidden. ln order to comply with the legislation on insider dealing and market manipulation or market abuse, Directors and Executive Management are expected to declare transactions on their own account, in the shares of and all financial instruments of the Company. Where such transaction is significant, it will be disclosed to the market. There were no such transactions in the year under review.

COMPLAINTS MANAGEMENT FRAMEWORK

Ttre Company has in place a Complaints Management Policy and Framework in accordance with the Securities ani Excharige Commission directives on resolution of complaints. The Policy sets out the broad framework for handling shareholder complaint in a fair, efficient and timely manner.

STATUTORY AUDIT COMMITTEE

The Statutory Audit Committee is constituted in accordance with the Companies and Allied Matters Act together with the relevant guidelines set out in the Investment and Securities Act and Corporate Governance Code. The Committee comprises five members, two Directors and thee replesentatives of the Shareholders who are elected at the Annual General Meeting. The,two members who represent the Board are nominated by the Board' The Chairnian of the Committee is elected at the first meeting of the Audit Committee. The Committee held four (4) meetings in the year under review. The Report of Committee is as shown on page 10. The current Chairman is Hon. Magnus Onyibe.

RISK MANAGEMENT COMMITTEE

The Board appoints a Risk Management committee which comprise of an Executive Director and two Non-Executive Directors whose function is to evaluate significant risks to the Company. The Committee met twice in the year under review.

GOVERNANCE AND REMUNERATION COMMITTEE

This Committee of the Board has three Directors. The Chairman of the Committee is Prince Boniface Nwabuko. The Committee held two meetings during the year.

COMPANY SECRETARY

All Directors have access to the services of the Company Secretary and the Directors may take independent professional advice at the Company's expense. The Company Secretary is also responsible for facilitating the induction and professional development of Board members as well as ensuring good information flows within the Board, its committees and between the Non-Executive Directors.

INTERNAL CONTROL AND INTERNAL AUDIT

The Board of Directors has put in place a well-established internal control Mechanism in the company with a view to ensuring that: Proper accounting statements are maintained'

Applicable accounting statements are followed

suitable accounting policies are adopted and consistently applied

Adequate internal control proceduris are instituted to safeguard assets, prevent and detect frauds and other irregularities.

It is appropriate for the financial statement to be prepared on a concem basis unless it presumed that the Company will not continue in business Judgment and estimates made are reasonable and prudent

Pursuant to the foregoing, it has also established an effective Internal Audit Department whose functions is to reports to the Managing Director. For its day to day and project work, the department is guided by the instructions of the Audit Committee and the Company's Intemal Audit Procedure Manual.

LAGOS, NIGERIA

4th April, 2025

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