NOTORE CHEMICAL INDUSTRIES: 2021 AUDITED FINANCIAL STATEMENTS

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NOTORE CHEMICAL INDUSTRIES PLC

ANNUAL REPORT, CONSOLIDATED AND INDIVIDUAL ACCOUNTS

FOR THE 15-MONTH PERIOD ENDED DECEMBER 31, 2021

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements

For the 15-month period ended December 31, 2021

Contents

Company Information ………………………………………….. ………………………………………….. ………………………………. I

Directors’ report ………………………………………….. ………………………………………….. ………………………………………..ii

Corporate Governance Report ………………………………………….. ………………………………………….. …………………… X

Statement of Directors’ Responsibilities ………………………………………….. ………………………………………….. ….. xvi

Corporate Social Responsibility Report ………………………………………….. ………………………………………….. ……xvii

Certification of financial statements ………………………………………….. ………………………………………….. ………. xviii

Audit committee report ………………………………………….. ………………………………………….. …………………….xix

The independent auditor’s report ………………………………………….. ………………………………………….. …………………… 1

Consolidated and Separate Statements of Financial Position ………………………………………….. ………………….. 5

Consolidated and separate income statements and other comprehensive income ………………………….. 6

Consolidated and separate statements of changes in equity ………………………………………….. ……………………. 7

Consolidated and individual cash flow statements ………………………………………….. ………………………………. 9

Notes to the consolidated and separate financial statements ………………………………………….. ………………… ten

Five-year financial summary ………………………………………….. ………………………………………….. ………………….. 78

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements

For the 15-month period ended December 31, 2021

Company InformationDirectors

General Dr. Yakubu Gowon, GCFR Mr. Onajite P. Okoloko

Mr. Michael Osime Mr. Richard Herb Ing. Mike Orugbo, Justice of the Peace Mr. Ike Osakwe

Mr. Michael Jansa Mr. Hassan Badrawi Mr. Bashir Lebada Mr. Femi Agbaje Mr. Ohis Ohiwerei Mr. Tseyi Hammond Mr. Ovie Ukiri

Mr. Ebiaho Emafo

Company Secretary Mrs. Otivbo Saleh

6th Floor, Keystone Bank Building 1, Keystone Bank Crescent off Adeyemo Alakija Street Victoria Island

Lagos

Auditors

Deloitte & Touche Chartered Accountants Civic Tours

Plot GA1, Avenue Ozumba Mbadiwe Victoria Island

Lagos

Registration desk

Notore Onne industrial complex

Rivers State Nigeria

Registration number 640303

Main bankers Polaris Bank Limited

First City Monument Bank Plc Ecobank Nigeria Plc

Union Bank of Nigeria Plc United Bank for Africa Plc Access Bank Plc

(Retired as Chairman and Director of the Board of Directors on January 29, 2021) (Retired as Chief Executive Officer/CEO on January 28, 2021)

(Retired from the Board on January 29, 2021)

(Appointed as Group Managing Director/CEO on February 1, 2021)

(Appointed Deputy Chief Executive Officer on February 1, 2021)

I

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements

For the 15-month period ended December 31, 2021

Directors’ report

In accordance with the provisions of the Companies and Related Matters Act 2020, the directors of Notore Chemical Industries Plc hereby submit their report together with the audited consolidated and separate financial statements for the period ended 31 December 2021 to the members of the Society .

CONSTITUTION AND ADDRESS

Notore Chemical Industries Plc was incorporated in Nigeria on November 30, 2005, as a limited liability company, and is domiciled in Nigeria. Its head office address is Notore Industrial Complex, Onne, River State, Nigeria. On June 13, 2014, the company was re-registered as a public limited company and was listed on the main board of The Nigerian Exchange Limited (formerly known as the Nigerian Stock Exchange) on August 2, 2018.

MAIN ACTIVITIES

The main activities of the Company are the manufacture, treatment, transformation, production, supply and trade of nitrogenous fertilizers and all substances capable of improving soil and water fertility. The company has a 500,000 metric ton urea plant and a 600,000 metric ton NPK blending plant in Onne, Rivers State, Nigeria. The principal activities of the Company’s subsidiaries are described in note 30 of the financial statements.

RESULTS

Group results for the period ended 31st December 2021 are shown on page 23. The overall net loss for the period ended December 31st December 2021 is N9.5 billion (2020: N6.5 billion) and the same amount has been transferred to equity.

DIRECTORS

The directors who held office during the period up to the date of this report were:

Mr. Onajite P. Okoloko

Nigerian

Mr. Michel Osime

Nigerian

Engineer Mike Orugbo, Justice of the Peace

Nigerian

Mr. Ike Osakwe

Nigerian

Mr Michael Jansa

American

Mr Hassan Badrawi

Egyptian

Mr Bashir Lebada

canadian

Mr. Femi Agbaje

Nigerian

Mr. Ohis Ohiwerei

Nigerian (General Manager/CEO)

Mr. Tseyi Hammond

Nigerian

Mr. Ovie Ukiri

Nigerian

Mr. Ebiaho Emafo

Nigerian (Executive Director)

SHAREHOLDING OF DIRECTORS

The participations of the directors in the issued share capital of the company, as recorded in the register of

Shareholding of the Directors and/or as notified by the Directors for the for the purposes of sections 301 and 302 of the Societies and

Allied Matters Act, 2020 are as follows:

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NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements

For the 15-month period ended December 31, 2021

Directors (continued)

Directors

Number of

Number of

shares held at

shares held at

31st December

30and September

2021

2020

Mr. Onajite P. Okoloko (Indirect – Notore Chemical Industries (Mauritius) Ltd

and Okmine Global Services Ltd)

1,238,274,438

1,238,274,438

Mr. Michael Osime (Indirect – Notore Chemical

Industries (Mauritius) Ltd)

1,234,055,768

1,234,055,768

Engineer Mike Orugbo, Justice of the Peace

34 333 330

34 333 330

Mr. Ike Osakwe

None

None

Mr Michael Jansa

None

None

Mr Hassan Badrawi

None

None

Mr Bashir Lebada

None

None

Mr. Femi Agbaje

None

None

Mr. Ohis Ohiwerei

None

None

Mr. Tseyi Hammond

None

None

Mr. Ovie Ukiri

None

None

Mr. Ebiaho Emafo

None

None

During the period under review, in addition to Mr. Onajite P. Okoloko, Mr. Michael Osime and Mr. Ike Osakwe, the other directors representing Notore Chemical Industries (Mauritius) Limited on the Board are Mr. Mike Jansa and Mr. Hassan Badrawi. Mr. Tseyi Hammond represents TY Holdings Limited on the board of directors of Notore Chemical Industries Plc.

OUR OWN FUNDS

The shares of Notore Chemical Industries Plc were admitted to trading on the main board of The Nigerian Exchange Limited on August 2, 2018. Considering its market capitalization, Notore Chemical Industries Plc. currently ranks among the top companies in The Nigerian Exchange Limited with a share price of N62.50kobo per share. The company’s authorized share capital is N2,000,000,000, divided into four billion ordinary shares of 50 kobo each with approximately 688 shareholders as of December 31, 2021.

The issued share capital as of December 31, 2021 was N806,033,100 divided into 1,612,066,200 ordinary shares of 50 kobo each. As of December 31, 2021, Notore Chemical Industries (Mauritius) Limited held a controlling interest of approximately 76.55%, of which approximately 23.45% was held by other Nigerians and foreign investors.

SHAREHOLDING

According to the Register of Members, as of December 31, 2021, the breakdown of shareholding in the Company is as follows:

Range sharing

Number of shareholders

% of shareholderNumber of

% Ownership

Assets

1

10,000

672

97.67

110,794 0.01

10,001

50,000

4

0.58

78,895 0.00

100,001

500,000

1

0.15

129,188 0.01

500,001

1,000,000

2

0.29

1,577,800 0.10

1,000,001

5,000,000

3

0.44

12,101,170 0.75

10,000,001

50,000,000

2

0.29

82,691,750 5.13

50,000,001

100,000,000

2

0.29

151,691,205 9.41

100,000,001

500,000,000

1

0.15

129,629,630 8.04

1,000,000,001

2,000,000,000

TOTAL

1 668

0.15 100.00

1,234,055,768 76.55

1,612,066,200 100.00

According to the register of members as of December 31, 2021, the shareholders of the company holding one million shares and more are as follows:

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