NOTORE PLC - 2021 ANNUAL REPORT

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

18 Investment property (cont’d)

At the end of each reporting period, the directors update their assessment of the fair value of each property, taking
into account the most recent independent valuations. The directors determine a property's value within a range
of reasonable fair value estimates.

The best evidence of fair value is current prices in an active market for similar properties. Where such information
is not available, the directors consider information from a variety of sources including:

 current prices in an active market for properties of different nature or recent prices of similar properties in
less active markets, adjusted to reflect those differences

 discounted cash flow projections based on reliable estimates of future cash flows

 capitalised income projections based upon a property's estimated net market income, and a capitalisation
rate derived from an analysis of market evidence.

All resulting fair value estimates for properties are included in level 2.

Fair value measurements using significant observable inputs (level 2)

The following table presents the changes in level 2 items for the periods ended 30 September 2020 and 31
December 2021 for recurring fair value measurements:

Opening balance 1 October 2019 Land & Plant & Investment Total
Additions buildings machinery property N'000
Amounts recognised in profit or loss: N'000
N'000 N'000 176,424,809
Depreciation and impairment 15,559,046 130,095,060 30,770,704 48,865
Gains recognised in other income -
Reclassification 48,865 -
Revaluation surplus - (6,457,473)
Transfer to Investment Property (257,278) (6,200,195) 16,729,990 16,729,990
- -
Closing balance 30 September 2020 - 713,755
- 713,755 5,673,424 -
(4,685,908) 53,174,118
10,664,725 (435,780) 551,736
124,172,840
187,459,946

Opening balance 1 October 2020 10,664,725 124,172,840 53,174,118 187,459,946
Additions - 3,566,923 651,895 4,218,818
Amounts recognised in profit or loss:
(312,184) (7,678,610) (253,611) (8,244,405)
Depreciation and impairment - - 14,727,733 14,727,733
Gains recognised in other income 11,512,790
Reclassification 27,870 11,484,920 -
Revaluation surplus - - - -
Transfer to Investment Property - - 39,075 39,075

Closing balance 31 December 2021 10,380,411 131,546,073 68,339,210 209,713,957

Valuation inputs and relationships to fair value
The following table summarises quantitative information about significant unobservable inputs (level 3)
considered by the directors in fair value measurements where current prices (level 2) are not available. See above
for the valuation techniques adopted.

57

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
101

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

18 Investment property (cont’d)

Asset Class Financial year Valuation Significant Range Sensitivity of the input to
technique Unobservable (weighted fair value
Inputs average)

Buildings, Plant & Machinery

Buildings 2019 Depreciated Cost per N2b – Significant increase
replacement square meter N5bilion (decrease) in the cost per
Ammonia 2019 cost (average cost unit would result in a
plant Useful life of N5 million per significantly higher (lower)
Depreciated the building square meter) fair value
Urea plant 2019 replacement 30-50 years
cost Production (average – 40 Significant increase
Service 2019 capacity years) (decrease) in the useful life
plant Depreciated would result in a
replacement Useful life of N 1b - N5b significantly higher (lower)
cost the specialised (average cost fair value
asset N2.5b per
Depreciated MTPD) Significant increase
replacement Production (decrease) in the cost per
cost capacity 10-20 years unit would result in a
(Average – 15 significantly higher (lower)
Useful life of years) fair value
the specialised
asset N 1b - N5b Significant increase
(average cost (decrease) in the useful life
Capacity N2.5b per would result in a
MTPD) significantly higher (lower)
Useful life of fair value
the specialised 10-20 years
asset (Average – 15 Significant increase
years) (decrease) in the cost per
unit would result in a
N 0.1b - N1 b significantly higher (lower)
(average cost fair value
N0.5b per
sevicing) Significant increase
(decrease) in the useful life
10-20 years would result in a
(Average – 15 significantly higher (lower)
years) fair value

Significant increase
(decrease) in the cost per
unit would result in a
significantly higher (lower)
fair value

Significant increase
(decrease) in the useful life
would result in a
significantly higher (lower)
fair value

58

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
102

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

18 Investment property (cont’d)

Asset Class Financial Valuation Significant Range Sensitivity of the input to fair value
year technique Unobservable (weighted
Inputs average)
Investment property
Land and 2017 Depreciated Cost per N0.1b – N16b Significant increase (decrease) in the
building replacement square meter (average cost useful life would result in a
cost N4 million per significantly higher (lower) fair value
square meter)
Useful life of Significant increase (decrease) in the
the building 30-50 years useful life would result in a
(Average – 40 significantly higher (lower) fair value
Land and 2018 Depreciated Cost per years) Significant increase (decrease) in the
building replacement square meter useful life would result in a
cost N0.1b – N16b significantly higher (lower) fair value
(average cost
Useful life of N5 million per Significant increase (decrease) in the
the building square meter) useful life would result in a
significantly higher (lower) fair value
Land and 2019 Depreciated Cost per 30-50 years Significant increase (decrease) in the
building replacement square meter (Average – 40 useful life would result in a
cost years) significantly higher (lower) fair value

Useful life of N0.6b – N16b Significant increase (decrease) in the
the building (average cost useful life would result in a
N6 million per significantly higher (lower) fair value
Land and 2020 Depreciated Cost per square meter) Significant increase (decrease) in the
building replacement square meter useful life would result in a
cost 30-50 years significantly higher (lower) fair value
(Average – 40
Useful life of years) Significant increase (decrease) in the
the building useful life would result in a
N0.6b – N16b significantly higher (lower) fair value
Land and 2021 Depreciated Cost per (average cost Significant increase (decrease) in the
building replacement square meter N6 million per useful life would result in a
cost square meter) significantly higher (lower) fair value

Useful life of 30-50 years Significant increase (decrease) in the
the building (Average – 40 useful life would result in a
years) significantly higher (lower) fair value

N0.6b – N16b
(average cost
N6 million per
square meter)

30-50 years
(Average – 40
years)

59

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
103

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

18 Investment property (cont’d)

Valuation processes
"The Group’s Land & Building and Plant & Machinery were valued at 30 September 2016 and 30 September 2019
while investment properties were valued at each year end by independent professionally qualified valuers, Knight
Frank (FRC/2013/0000000000584), who hold a recognised relevant professional qualification and have recent
experience in the locations and segments of the assets valued. For all assets valued, their current use equates to
the highest and best use. ESV. Sunny Akpodiogaga (FRC/2013/NIESV/00000000655) undertook and signed for
Knight Frank on this engagement. The Group's finance department includes a team that reviews the valuations
performed by the independent valuers for financial reporting purposes. This team reports directly to the Chief
Financial Officer (CFO) and the Audit Committee (AC). Discussions of valuation processes and results are held
between the CFO, AC, the valuation team and the independent valuers at every reporting period.

At each financial year end, the finance department:
• verifies all major inputs to the independent valuation report;
• assesses property valuation movements when compared to the prior year valuation report;
• holds discussions with the independent valuer.

19 Intangible assets Group Company

Cost 31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept
Opening balance N'000 2020
Addition N'000 N'000 N'000
Closing balance
92,800 92,800 92,800 92,800
- - - -

92,800 92,800 92,800 92,800

Accumulated amortisation (80,291) (67,574) (80,291) (67,574)
Opening balance (12,509) (12,717) (12,509) (12,717)
Charge for the period (92,800) (80,291) (92,800) (80,291)

Closing balance

Net book value - 12,509 - 12,509

Intangible assets relate to cost of software. Amortisation expense of N12.5 million (Sept 2020: N12.7 million) has
been recognised in administrative expenses.

20 Inventories Group Company

Raw materials 31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020
Finished goods
Spare parts inventories N'000 N'000 N'000 N'000

2,175,953 2,020,158 2,175,953 2,020,157

2,092,728 316,127 2,092,728 316,127

5,054,716 3,613,937 5,020,868 3,613,937

9,323,397 5,950,222 9,289,549 5,950,221

The cost of inventories included in cost of sales for the period ended 31 December 2021 is N9.0 billion (2020: N6.7
billion)

60

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
104

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

21a Trade and other receivables Group Company

Financial instruments 31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020
Trade receivables
Less: Impairment of trade receivables N'000 N'000 N'000 N'000
Net trade receivables
Employee receivables 729,905 640,311 729,905 640,311
Other receivables (686,486) (635,506) (686,486) (635,506)

43,419 4,805 43,419 4,805
7,293 15,181 7,293 15,181
252,341 252,341
455,256 455,256

505,968 272,327 505,968 272,327

Non-financial instruments 2,840,885 10,474,146 2,837,321 10,474,146
32,518 125,306 27,871 125,306
Advances to prepaid suppliers 394,464 394,464
Prepayments 358,367 49,475 358,367 49,475
Withholding tax receivables 190,325 - 190,325 -
Other receivables 447,077
Amount due from related party (Note 28b) -

3,422,095 11,043,391 3,860,961 11,043,391

Total trade and other receivables 3,928,063 11,315,718 4,366,929 11,315,718

The trade receivable is not interest bearing. For receivables that are classified as 'current' due to their short-term
maturities, the fair value approximates their carrying values.

Employee receivables are staff loans granted to staff members at below market rates. The fair value of the
employee loans is based on cashflows discounted based on market borrowing rate.

All trade and other receivables are current. Group Company
21b EEG Receivable
31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020
Export Expansion Grant Receivables and
Negotiable Duty Credit Certificates N'000 N'000 N'000 N'000

4,540,129 4,540,129 4,540,129 4,540,129

Export Expansion Grant Receivables and Negotiable Duty Credit Certificates will be settled through the issuance of
Promissory Notes by the Debt Management Office of the Federal Government of Nigeria. The outstanding export
claim is currently undergoing processing for payment.

61

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
105

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

22 Cash and cash equivalents Group Company

Cash at bank and in hand (excluding 31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020
overdrafts)
Cash and cash equivalents N'000 N'000 N'000 N'000
(excluding overdrafts)
1,164,890 337,347 1,029,885 336,207

1,164,890 337,347 1,029,885 336,207

Cash and cash equivalents include the following for the purposes of the statement of cash flows:

Group Company

31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020

N'000 N'000 N'000 N'000

Cash and cash equivalents 1,164,890 337,347 1,029,885 336,207
(excluding overdrafts) (3,429,466) (3,264,977) (3,429,466) (3,264,977)
Bank overdrafts (Note 26)
(2,264,576) (2,927,630) (2,399,581) (2,928,770)
Cash and cash equivalents
(including overdrafts)

23 Share capital Group Company

Authorised: 31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020
2021: 4 billion (2020: 4 billion)
ordinary shares of 50 Kobo each N'000 N'000 N'000 N'000
Issued and fully paid:
1.61 billion ordinary shares of 50 2,000,000 2,000,000 2,000,000 2,000,000
Kobo each
806,033 806,033 806,033 806,033

24 Accumulated losses Group Company

Balance at the beginning 31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020
Loss for the period
Remeasurements of post-employment N'000 N'000 N'000 N'000
benefit liabilities net of tax
Revaluation reserve released on (29,125,437.0) (25,898,532) (29,216,926.0) (26,008,587)
depreciation of revalued PPE
Balance at the end (9,576,042.4) (6,396,636) (9,073,982.4) (6,378,070)

47,340.0 (260,305) 47,340.0 (260,305)

3,837,426.0 3,430,036 3,837,426.0 3,430,036
(34,816,713.4) (29,125,437) (34,406,142) (29,216,926)

62

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
106

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

25 Employee benefit obligations

(a) Defined benefit scheme
The table below outlines where the Company's post-employment amounts and activity are included in
the financial statements:

Group & Company

31 Dec 2021 30 Sept 2020

N'000 N'000

Balance sheet obligations for: 1,850,646 1,620,322
Post-employment benefit

Liability in the balance sheet 1,850,646 1,620,322

Income statement charge included in employee benefits expense for:

Key management compensation (28c) 35,645 35,706
Employee cost (11c) 531,064 400,206
566,709 435,912

Remeasurements for: (67,628) 371,864
Change in financial assumption and experience adjustment (67,628) 371,864

The Group operates a gratuity scheme whereby at the time of leaving the service or retirement from the
Group, an employee is paid gratuity. The plan provides a retirement benefit of 15% of gross annual salary
for each year of service for staff with 5 and above years of service. Responsibility for governance of the
plans – including investment decisions and contribution schedules – lies with the Group.

The provision for gratuity was based on independent actuarial valuation performed by independent
actuaries using the projected unit credit method. The Group maintains an asset account with a fund
manager for funding of the obligations as they fall due. As at 31 December 2021, fair value of the plan
asset stood at N10 million (30 September 2020: N478.03 million).

The amounts recognised in the statement of financial position are determined as follows:

Group & Company

31 Dec 2021 30 Sept 2020

N'000 N'000

Present value of obligations (funded) 1,860,650 2,098,357
Fair value of plan assets (10,004) (478,035)
Deficit of funded plan 1,620,322
1,850,646

63

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
107

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

25 Employee benefit obligations (cont’d)

(a) Defined benefit scheme (cont’d)

The movement in the defined benefit obligation over the period is as follows:

Group & Company

31 Dec 2021 30 Sept 2020

N'000 N'000

Balance at the beginning of the period 2,098,357 1,573,008

Charge during the period: 319,585 208,159
Current service cost 247,124 227,753
Interest cost 566,709 435,912

2,665,066 2,008,920

Remeasurements: (214,951) 418,257
Actuarial losses/(gains) - change in financial assumption 147,323 (46,393)
Actuarial losses/(gains) - experience adjustment (67,628) 371,864
Total

Payments from plans: (736,788) (282,427)
Benefits paid by the employer

Total (736,788) (282,427)

Balance at the end of the period 1,860,650 2,098,357

Asset mix: Group & Company

Treasury bills 31 Dec 2021 30 Sept 2020
Local currency sovereign bonds
Local currency corporate bonds N'000 % N'000 %
Fixed deposits and commercial papers
- - 189,502 39.64

-- 71,006 14.85

1,011 10.11 2,913 0.61

8,992 89.89 214,614 44.90

10,004 100.00 478,035 100.00

The maturity profiles of future benefits payment is as follows: Group & Company

Year 31 Dec 2021 30 Sept 2020

2021 N'000 N'000
2022
2023 418,187 231,986
2024 291,921 448,354
2025 – 2029 269,640 241,314
125,850 276,629
2,539,946 2,096,617

64

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
108

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

25 Employee benefit obligations (cont’d)

(a) Defined benefit scheme (cont’d)

The significant actuarial assumptions were as follows: Group & Company

Discount rate (p.a.) 31 Dec 2021 30 Sept 2020
Future average pay increase (p.a.)
Average rate of inflation (p.a.) 12.8% 10.0%
Expected Return on Plan Assets (p.a.)
Interest credit (p.a) 12.0% 10.0%

12.0% 12.0%

12.8% 10.0%

0.0% 0.0%

The sensitivity analysis on the accrued liability as at 31 December 2021 is as follows:

Group & Company

Accrued

` liability

N'000

Base 1,860,650

Discount rate +1% 1,761,673

Discount rate -1% 1,971,440

Salary increase rate +1% 1,913,724

Salary decrease rate -1% 1,812,100

Mortality experience Improved by 1 year 1,863,598

Mortality experience Worsened by 1 year 1,857,989

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions
constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.
When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the
same method (present value of the defined benefit obligation calculated with the projected unit credit
method at the end of the reporting period) has been applied as when calculating the pension liability
recognised within the statement of financial position. The methods and types of assumptions used in
preparing the sensitivity analysis did not change compared to the previous year.

25 (b) Defined contribution scheme
The Group also makes provision in respect of defined contribution scheme as stipulated by Nigerian
Pension Reform Act. The employer contribution expensed for the period ended 31 December 2021 was
N306 million (30 September 2020: N265 million) while the employee contribution is included in salaries
and wages amount - Note 11c

26a Borrowings Group

Non-current 31 Dec 2021 30 Sept 2020
Bank borrowings
Total non-current borrowings N'000 N'000

79,962,615 89,669,185
79,962,615 89,669,185

Current 3,429,466 3,264,977
Bank overdrafts (Note 22) 45,646,886 15,416,340
Bank borrowings 49,076,352 18,681,317
129,038,967 108,350,502
Total current borrowings

Total borrowings (non-current & current)

65

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
109

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

26a Borrowings (cont’d)

Company

31 Dec 2021 30 Sept 2020

N'000 N'000

Non-current 79,962,615 89,669,185
Bank borrowings 79,962,615 89,669,185

Total non-current borrowings

Current 3,429,466 3,264,977
Bank overdrafts (Note 22) 45,646,886 15,416,340
Bank borrowings 49,076,352 18,681,317
129,038,967 108,350,502
Total current borrowings

Total borrowings (non-current & current)

Movement in borrowings (excluding overdraft) is represented as follows:

Group Company

31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020

N'000 N'000 N'000 N'000

Opening balance 105,085,525 76,955,648 105,085,525 76,955,648
Additions
Interest accrued 1,716,414 14,427,930 1,716,414 14,427,930
Refinancing of past due
obligation 1,654,675 1,718,644 1,654,675 1,718,644
Repayments
Closing balance 25,856,285 22,059,250 25,856,285 22,059,250
(8,703,398) (10,075,947) (8,703,398) (10,075,947)
125,609,501 105,085,525 125,609,501 105,085,525

Bank borrowings are categorised as follows:

Group Company

31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020

N'000 N'000 N'000 N'000

Bank of Industry (BoI)

borrowings 13,209,779 16,798,602 13,209,779 16,798,602
112,399,722 88,286,923
Other bank borrowings 112,399,722 88,286,923 125,609,501 105,085,525

125,609,501 105,085,525

The bank borrowings are secured over the assets of the Group and as at the reporting date there are no undrawn
borrowing lines.

Outstanding borrowings at period end is made up of:

i) BOI-CBN intervention (1st tranche) loan balance of N0.57 billion out of which N0.12 billion is repayable
within one year and N0.45 billion is repayable after one year. The duration of the loan is 78 months and
the annual interest rate is 7%. The last repayment date of the facility is 31 March 2026.

ii) BOI-CBN intervention (2nd tranche) loan balance of N7.75 billion out of which N1.98 billion is repayable
within one year and N5.77 billion is repayable after one year. The duration of the facility is 100 months
and the annual interest rate is 7%. The last repayment date of the facility is 30 June 2026.

66

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
110

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the annual, consolidated and separate financial statements

26a Borrowings (cont’d)

iii) BOI-CBN intervention (3rd tranche) loan balance of N4.89 billion out of which N1.16 billion is repayable
within one year and N3.73 billion is repayable after one year. The duration of the facility is 132 months
and the annual interest rate is 7%. The last repayment date of the facility is 30 June 2026.

iv) Other NGN term loans balance of N38.72 billion out of which N6.95 billion is repayable within one year
and N31.77 billion is repayable after one year. The duration of the loan is 84 months and the annual
interest rate is 23%. The last repayment date of the facility is 31 July 2027.

v) Afrexim USD term loans balance of $35.64 million (N15.50 billion) out of which $8.18 million (N3.56
billion) is repayable within one year and $27.46 million (N11.94 billion) is repayable after one year. The
duration of the loan is 84 months and the annual interest rate is 16%. The last repayment date of the
facilities is 31 December 2026.

vi) USD term loans balance of $72.81 million (N31.67 billion) out of which $12.8 million (N5.57 billion) is
repayable within one year and $60.01 million (N26.10 billion) is repayable after one year. The duration of
the loan is 84 months and the annual interest rate is 13%. The last repayment date of the facilities is 5
September 2027.

vii) Other short term loan balances totaling N26.26 billion is repayable within one year and with various
applicable interest rate (18% to 20%).

26b Grant liability Group Company

Non-current 31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020
Current
Total grant liability N'000 N'000 N'000 N'000

2,625,073 4,026,113 2,625,073 4,026,113

1,167,241 1,202,959 1,167,241 1,202,959

3,792,314 5,229,072 3,792,313 5,229,072

Movement in grant liability is presented as follows:

At 1 October 5,229,072 6,432,032 5,229,072 6,432,032

Grant income recognised in profit or loss (1,202,960) (1,436,759) (1,202,960)
5,229,072 3,792,313 5,229,072
(Note 12) (1,436,759)

Closing balance 3,792,313

The grant liability arose from benefits from Bank of Industry (BoI) borrowing at below market rate of interest.

27 Trade and other payables Group Company

Current 31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020
Financial Instrument
Trade payables N'000 N'000 N'000 N'000
Interest and fees payable
Accrued expenses 10,841,537 5,925,005 10,835,626 5,925,005
Amounts due to related parties (Note 28b) 3,720,794 435,915 3,720,794 435,915
3,569,301 3,569,301
4,163,775 4,161,268
17,768,977 10,828,520 17,818,977 11,516,625

35,900,609 21,353,215 35,944,698 22,038,813

Non-financial instruments 1,637,916 1,100,697 1,776,636 1,100,697
Accrued expenses 13,305,088 9,622,771 13,031,973 9,622,771
Contract liabilities 14,943,004 10,723,468 14,808,609 10,723,468
50,843,613 32,076,683 50,753,307 32,762,281
Total trade and other payables
67

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
111

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

28 Related party transactions

Notore Chemical Industries (Mauritius) Limited
Notore Chemical Industries (Mauritius) Limited is the ultimate parent of Notore Chemical Industries Plc. Notore
Chemical Industries (Mauritius) Limited, the subsidiaries, Directors, close family members of the Directors and any
employee who is able to exert significant influence on the operating policies of the Group are considered as related
parties. Key management personnel are also regarded as related parties. Key management personnel are those
persons having authority and responsibility for planning, directing and controlling the activities of the entity,
directly or indirectly, including any director (whether executive or otherwise).

As at 31 December 2021, Notore Chemical Industries (Mauritius) Limited owned 76.55% of the issued share capital
of the company. Notore Chemical Industries (Mauritius) Limited, its subsidiaries, directors, close family members
of the directors and any employee who is able to exert significant influence on the operating policies of the group
are considered as related parties. Key management personnel are also regarded as related parties. Key
management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the entity, directly or indirectly, including any director (whether executive or
otherwise).

Eroton Exploration and Production Company Limited
The Company entered into a 20 year gas supply agreement with Eroton Exploration and Production Company
Limited ('Eroton"). The agreement became fully operational effective from 01 March 2016 with the
commencement of offtake of gas from Eroton on that date. By this agreement, Eroton became a major supplier of
gas to the company. The immediate past Managing Director and Chief Executive officer of the Company, who is
presently a Non-Executive Director, is also the Chairman of the Board of Eroton.

Transactions with related parties
Transactions with related parties are mainly in relation to supply of services, the exchange of goods, the provision
and utilisation of financial resources, with other Notore subsidiaries or associated companies. These transactions
are an integral part of the ordinary course of its business. All transactions were carried out for the mutual benefit
of the parties involved. The transactions during the year and year end balances with related parties are shown
below:

(a) Transactions with related parties: Company

Purchase of goods from related parties 31 Dec 2021 30 Sept 2020
Purchase of goods from Eroton Exploration and Production
Company Limited N'000 N'000

16,005,928 6,632,846

Commission paid to related parties --
Commission paid to Notore Supply and Trading Mauritius - 31,231
Limited

Exchange loss on related parties transactions
Exchange loss on Notore Supply and Trading Mauritius Limited

Payments to related parties - 46,865
Payments to Notore Supply and Trading Mauritius Limited
Payments to Eroton Exploration and Production Company 9,026,682 2,337,700
Limited 9,026,682 2,384,565

68

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
112

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

28 Related party transactions (cont’d)

(b) Amount due to related parties: Group Company
Particulars:
31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020
Notore Supply and Trading
Mauritius Limited N'000 N'000 N'000 N'000

Notore Foods Limited -- (10,000) (638,105)
Notore Seeds Limited (10,000)
Notore Industrial City Limited -- (10,000) (10,000)
Notore Train II Limited -- (10,000) (10,000)
Notore NPK Fertiliser Limited -- (10,000) (10,000)
Eroton Exploration and -- (10,000) (10,000)
Production Company Limited -- -
-

(17,768,977) (10,828,520) (17,768,977) (10,828,520)
(17,768,977) (10,828,520) (17,818,977) (11,516,625)

Amount due from related parties: Group Company

Notore Power and Infrastructure 31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020
Limited
N'000 N'000 N'000 N'000

-- 447,077 -

The payables to related parties arise mainly from supply of services and are due two months after the
date of purchase. The payables bear no interest.

(c) Key management compensation

Group Company

31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020

N'000 N'000 N'000 N'000

Salaries and other emoluments 268,103 263,559 268,103 263,559

Pension 23,763 23,804 23,763 23,804

Gratuity charge (Note 25) 35,645 35,706 35,645 35,706

327,511 323,070 327,511 323,070

69

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
113

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

28 Related party transactions (cont’d)

(c) Key management compensation (cont’d)

Directors' remuneration (including pension contributions) for directors of the Company charged to the
profit and loss account are as follows:

Group Company

31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020

N'000 N'000 N'000 N'000

Fees for services as directors 499,751 294,834 499,751 294,834
Other emoluments as
management 327,511 323,069 327,511 323,069
827,262 617,903 827,262 617,903

Group Company

31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020

N'000 N'000 N'000 N'000

Chairman 16,223 42,750 16,223 42,750

The highest paid director 154,298 150,089 154,298 150,089

The number of directors (excluding the chairman) whose remuneration fell within the following ranges
were:

N N Group Company
Above 50,000,000 Number Number
Below 50,000,000 31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020

22 22
10 10 10 10
12 12 12 12

i Employee costs during the period comprise:

Group Company

31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020

N'000 N'000 N'000 N'000

Salaries and wages 3,689,014 2,854,593 3,449,474 2,846,408

Other employee benefits 1,443,970 1,224,927 1,443,970 1,224,927

Termination benefits 63,509 138,749 63,509 138,749

Employer's pension

contribution - defined

contributions 306,267 265,027 306,267 265,027
531,064 400,206
Gratuity charge (Note 11c) 531,064 400,206

6,033,824 4,883,502 5,794,284 4,875,317

70

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
114

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

28 Related party transactions (cont’d)

(c) Key management compensation (cont’d)

ii The average number of full-time persons employed during the year (other than executive directors)

was as follows:

Group Company

Number Number

31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020

Administration 195 211 195 210

Technical and production 245 249 245 249

Sales and marketing 26 31 26 30

466 491 466 489

iii Higher-paid employees of the Company, other than directors, whose duties were wholly or mainly
discharged in Nigeria, received remuneration (excluding pension contributions) in the following ranges:

N N Group Company
Above 10,500,000 Number Number
9,000,001 10,500,000 31 Dec 2021 30 Sept 2020 31 Dec 2021 30 Sept 2020
7,500,001 9,000,000
6,500,001 7,500,000 55 59 55 57
5,000,001 6,500,000 19 23 19 23
3,500,001 5,000,000 56 59 56 59
2,000,001 3,500,000
500,000 2,000,000 6 10 6 10
Below 500,000 58 59 58 59
39 35 39 35
147 152 147 152
85 93 85 93

11 11

466 491 466 489

29 Contingent liabilities

As at 31 December 2021, the Company was involved in various legal proceedings. Of the 15 (fifteen) pending suits
that the Company is involved in, the Company is a sole defendant in 6 (six) and a co-defendant in 5 (five) suits; a
co-respondent in 1 (one) pending appeal at the Supreme Court. The Company is the appellant in 3 (three) matters
which are currently before the Court of Appeal. The number of pending suits increased from 12 (twelve) as at 30th
September, 2020 to 15 (fifteen) as at 31 December, 2021 following two (2) new suits and one (1) Charge against
Notore and another in respect of Notore Trailer Park wherein the Rivers State Ministry of Environment claims
N5,850,000 as annual effluent discharge fee for the period 1999-2019.

The total claims by all Claimants in all these lawsuits as of the reporting date is N25,247,992,759.00;
US$11,164,313.89 and £143,330.00 respectively (as of 30 September 2020, the figure was N7,256,944,415.00).
The increase in the total liabilities is due to the monetary claims in the new suits, one of which is
N22,434,800,000.00 as well as the monthly increase in the claim in British Pounds. The Company, however, has
counterclaims (Contingent Income) in one of the suits in the sums of N1,568,135,116.52 and $1,082,153.91
respectively.

The Directors of the Company believe, based on legal advice that no significant loss will eventuate on the part of
the Company, from all these suits (i.e. cases co-defending and cases solely defending). Hence, no provision has
been made in the accounts for these claims.

71

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
115

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

30 Investments in subsidiaries

Principal subsidiaries
The group had the following subsidiaries as at 31 December 2021

Name Investment Country of Nature of business Proportion Proportion Proportion
Amount incorporation of ordinary of ordinary of ordinary
Notore Supply N'000 and place of Sale of fertilisers shares held shares held
and Trading business and other chemical shares
Mauritius 255 Mauritius products held by by group by non-
Limited - parent % controlling
Notore Supply British Virgin Power generation,
and Trading 10,000 Islands distribution and % 100.00 interests
Limited BVI * 10,000 Nigeria sale 100.00 %
Notore Power 10,000 100.00
and 10,000 Nigeria Marketing of farm 99.99 -
Infrastructure Nigeria produce 100.00 99.99
Limited* 10,000 Development and 99.99 -
Notore Foods 50,255 Nigeria marketing of high 99.99 99.99
Limited yield seeds 99.99 0.01
Notore Seeds Nigeria Development and 99.99 0.01
Limited operating of 99.99
industrial parks 0.01
Notore Fertiliser and 99.99
Industrial City petrochemical 0.01
Limited production through 99.99
Notore Train II investment in other 0.01
Limited fertiliser and
petrochemical
companies

Movement in investment in subsidiaries Company

Opening balance 31 Dec 2021 30 Sept 2020
Increase during the period N'000 N'000
Closing balance 50,255 50,255

--

50,255 50,255

All subsidiary undertakings are included in the consolidation. The proportion of the voting rights in the subsidiary
undertakings held directly by the parent company do not differ from the proportion of ordinary shares held. No
pledge was given in respect of these subsidiary balances.

72

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
116

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

30 Investments in subsidiaries (cont’d)

* In February 2014 Notore Supply and Trading Mauritius Limited was incorporated and by 30th September 2014,
all assets and operations of Notore Supply and Trading Limited BVI were transferred to it and the latter became
inactive on the same date. Also, In October 2020, Notore Supply and Trading Mauritius Limited whose operations
is solely dependent on the parent Company became inactive due to a shift in the business strategy of the parent
Company.

31 Going concern

The consolidated and separate financial statements are prepared using IFRSs that are applicable to a going concern,
which contemplates the realization of assets and settlement of liabilities in the normal course of business as they
fall due.

The Group and Company recorded net losses of ₦9.6 billion and ₦9.1 billion respectively during the period ended
31 December 2021 and the net current liabilities as of that date were ₦82.2 billion and ₦81.8 billion respectively.
These events or conditions indicate that a material uncertainty exists that may cast doubt on the Group and
Company's ability to continue as a going concern as to be able to realize their assets and discharge their liabilities
in the normal course of business.

The Group and the Company have however taken numerous steps with a view to increasing its plant production
capacity output, operational stability, improve working capital and return to profitability. The Directors have taken
the following key steps:

Turn-Around Maintenance Program (“TAM”)
The Turnaround Maintenance (TAM) Programme of the Company’s Fertilizer Plant was successfully completed
during the period. The TAM was a critical step taken to address to the drawbacks affecting its manufacturing plant
stability and reliability and to raise production output to meet and sustain its 500,000 MT per annum nameplate
design capacity. The completion of TAM would result in a major upturn in the Company’s production output going
forward. This achievement will not only lead to significant increases in the Company’s cash flows from operations
and strengthen its debt service capacity going forward, but also substantial increases in revenues, a major key to
returning the Company to profitability in the on-going financial year.

Debt Restructure
The Company is in discussion with its bankers for a further restructure of a substantial part of the Company’s short-
term loans into fixed long-term loans. The loan restructure arrangements, when concluded in Q2 2022 as
anticipated, is expected to considerably reduce its finance costs and free up cash flows to augment working capital.

The Company has also applied for a N15 billion facility under the Central Bank of Nigeria (CBN) low interest COVID-
19 Intervention Facility programme for the Manufacturing sector. The facility request is currently under processing
with the sponsoring financial institution. The facility, when received as anticipated in Q3 2022, will be used to
refinance a substantial portion of the Company's more expensive commercial Naira loans to significantly reduce
finance costs and augment cash flows.

Equity Raise
The Company plans to restructure its capital structure by raising some additional equity capital in Q4 2022. The
proceeds will be applied to deleverage its balance sheet to achieve an optimal mix of debt and equity and to fund
part of planned expansion activities with a view to further re-position the Company for growth.

Bond Issuance
The Company plans to carry out a Bond Issuance programme in Q2 2023 after the completion of its Equity Raise
programme and has commenced discussions with a credit rating agency and other financial advisors. The proceeds
of the bond will be used to further reduce and restructure its existing bank debt with a view to reducing finance
cost and free up some cash flows for use in augmenting working capital.

73

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
117

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements

31 Going concern (cont’d)

Expansion of product offerings.
The Company has taken steps to further diversify its revenue streams. The production of its Notore NPK blend of
fertilizers has continued to ramp up in output and sales with significant increases expected in the ongoing future
periods. By leveraging on its installed 2,000 metric tons per day NPK blending capacity, and its successful
introduction of the Notore NPK brand of fertilizers into the West African regional market, the Company is well
positioned for significant growth in revenues and cashflows in the ongoing future.

Additionally, while leveraging the Company’s seeds business, robust supply chain and distribution network, the
Company is expanding further its product offering by going into rice production. The Company has carried out two
rice pilot programs as a prelude to its planned launch of Notore rice as a product line in year 2023.

It is expected that these additional initiatives will further diversify the company’s revenue stream, significantly
increase revenues, boost profitability, and contribute significantly to its cashflows."

Additional Cashflow Sources
The Notore Industrial City Oil & Gas Free Zone is a brownfield industrial location for new projects, because of its
access to reliable and abundant natural gas reserves of about 5 trillion standard cubic feet. Aside from the
attraction of financial and fiscal benefits it offers potential businesses in the free trade zone, there is the advantage
of access to international markets for imports and exports goods through the existing 3,600sqm of Notore jetty
dock and its over 2km of shoreline. Furthermore, as a licensed independent power producer, Notore generates
Electricity for own use. Of the total generating capacity of 59MW and an own use requirement of between 8MW-
13MW, the excess capacity will be available for sale to other industrial off-takers within the free zone.

By leveraging on its Oil and Gas Free Zone Developer Licensee status, the Company, through a wholly owned
subsidiary, Notore Power & Infrastructure Limited, is furthering its plan to develop its 560 hectares industrial
complex into a gas hub, as part of a gas monetization programme and as an integrated logistics service provider to
West African businesses in the entire oil and gas value chain.

Conclusion
The Directors are therefore of the firm belief that upon the implementation of the measures mentioned above,
there would be significant reduction in the Company’s debts, whilst also improving the reliability of the plant,
resulting to significant increases in revenue and cashflows, thereby returning the Company to profitability.

Based on the foregoing, the Directors are confident that the Group and the Company would be in a position to
settle their obligations in the normal course of business and consider it appropriate to prepare the consolidated
and separate financial statements based on accounting policies applicable to a going concern."

32 Impact of Covid-19

Despite the negative consequences of the outbreak of COVID-19, the impact of the pandemic on the local fertilizer
market and the company in particular remains minimal. For the year under review, all the fertilizers produced by
the Company had been paid for. Also, our Turn Around Maintenance (TAM) programme was completed May 2021.
With the classification of our company by the Federal Government as an “essential goods industry operator”,
coupled with our robust distribution channels and market reach, we are well positioned to continue to serve our
customers in all our markets.

Furthermore, while the cost of production has increased in response to the impact of the pandemic, it has also
provided opportunities to grow our portfolio of businesses. Having installed and commissioned a brand new 2,000
metric tons per day NPK Blending Plant with ability to produce various crop specialty blends of NPK fertilizer, the
Company is consolidating customer loyalty by expanding its product offerings. The NPK Plant has now commenced
commercial production and sale of bulk dry blended NPK fertilizer varieties.

74

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
118

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements
For the 15 months period ended 31 December 2021

Notes to the consolidated and separate financial statements
33 Events after the statement of financial position date

There are no significant events, which could have had a material effect on the state of affairs of the Group and the
Company as at 31 December 2021 that have not been adequately provided for or disclosed in these financial
statements.
34 Non-audit services
A new Audit Firm Messrs. Deloitte & Touche was appointed at the Annual General Meeting held on 25th June
2021. For the period under review, no non-audit services was provided by Deloitte to the Company.

75

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
119

NOTORE CHEMICAL INDUSTRIES PLC
Annual report, consolidated and separate financial statements

For the 15 months period ended 31 December 2021

Consolidated and separate statements of value added

(All amounts are in thousands of Naira, unless otherwise stated)

GROUP % GROUP COMPANY COMPANY %
2021 2020 % 2021 % 2020
Turnover
25,706,264 18,799,043 25,484,427 18,799,043
Other income 17,126,229 18,675,245 17,206,631 18,675,245

Less bought in goods and services (21,948,637) (16,511,310) (21,544,965) (16,501,283)
- Local (15,375) (11,566) (15,092) (11,559)
- Foreign

Value created 20,868,481 100 20,951,412 100 21,131,001 100 20,961,446 100

Applied as follows; 6,033,824 29 4,883,502 23 5,794,284 27 4,875,317 23
Salaries, wages and other benefits 26,426,622 127 125 23,408,216 112
Finance cost - net 23,408,216 112 26,426,622
Taxation 104,667 1 1 - -
Deferred tax (10,267,288) (49) -- 104,667 (49) (7,525,938) (36)
Depreciation property, plant and
equipment 8,146,699 39 (7,525,938) (36) (10,267,288) 39 6,581,921 31
Loss for the year (9,576,042) (46) (43) (6,378,070) (30)
6,582,268 31 8,146,699
(6,396,636) (31) (9,073,982)

Value created 20,868,481 100 20,951,412 100 21,131,001 100 20,961,446 100

Note: Statement of value added is not a required disclosure under IFRS.

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021

17270

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements

For the 15 months period ended 31 December 2021

Five-year financial summary
As at 31 December 2021

(All amounts are in thousands of Naira, unless otherwise stated)

GROUP 31 Dec 2021 30 Sept 2020 30 Sept 2019 30 Sept 2018 30 Sept 2017

Total assets 219,663,320 198,617,529 184,294,498 140,211,923 139,871,223
Non-current assets 18,956,479 22,143,416 12,286,266 11,543,973 6,263,226
Current assets
238,619,799 220,760,945 196,580,764 151,755,896 146,134,449

Total equity and liabilities 806,033 806,033 806,033 806,033 806,033
27,995,916 27,995,916 27,995,916 27,995,916 27,995,916
Ordinary shares
Share premium - 544,995 517,374 408,937 407,580
Foreign currency translation reserve 60,124,144 63,961,570 67,228,176 39,533,069 42,779,506
Asset revaluation reserves (34,816,713) (29,125,437) (25,898,532) (22,428,553) (23,800,288)
Accumulated loss (1,080,831) (1,080,831) (1,080,831) (1,080,831) (1,080,831)
Treasury shares 84,438,334 105,562,620 77,698,582 84,353,659 39,904,521
Non-current liabilities 101,152,916 52,096,079 49,314,046 22,167,666 59,122,012
Current liabilities
238,619,799 220,760,945 196,580,764 151,755,896 146,134,449

REVENUE AND PROFIT 31 Dec 2021 30 Sept 2020 30 Sept 2019 30 Sept 2018 30 Sept 2017

Turnover 25,706,264 18,799,043 21,418,883 26,823,881 35,893,598
Loss before taxation (19,738,664) (13,922,574) (10,250,474) (3,522,965) (2,148,135)
Taxation 10,800,569
(Loss)/profit after taxation 10,162,622 7,525,938 4,499,883 1,616,295
(9,576,042) (6,396,636) (5,750,591) (1,906,670) 8,652,434

PER ORDINARY SHARE (5.94) (3.97) (3.57) (1.18) 5.37
Basic loss per share (Naira)

Note: Five year financial summary is not a required disclosure under IFRS.

78

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
121

NOTORE CHEMICAL INDUSTRIES PLC

Annual report, consolidated and separate financial statements

For the 15 months period ended 31 December 2021

Five year financial summary
As at 31 December 2021

(All amounts are in thousands of Naira, unless otherwise stated)

COMPANY 31 Dec 2021 30 Sept 2020 30 Sept 2019 30 Sept 2018 30 Sept 2017

Total assets 219,713,572 198,667,784 184,344,406 140,251,171 139,910,166
Non-current assets 19,226,492 22,142,275 12,283,537 11,541,937 6,252,349
Current assets
238,940,064 220,810,059 196,627,943 151,793,108 146,162,515

Total equity and liabilities 806,033 806,033 806,033 806,033 806,033
27,995,916 27,995,916 27,995,916 27,995,916 27,995,916
Ordinary shares 60,124,144 63,961,570 67,228,176 39,533,069 42,779,506
Share premium (34,406,142) (29,216,926) (26,008,587) (22,604,848) (24,082,526)
Asset revaluation reserves (1,080,831) (1,080,831) (1,080,831) (1,080,831) (1,080,831)
Accumulated loss 84,438,334 105,562,620 77,698,582 84,353,659 39,904,521
Treasury shares 101,062,610 52,781,677 49,988,654 22,790,110 59,839,896
Non-current liabilities
Current liabilities 238,940,064 220,810,059 196,627,943 151,793,108 146,162,515

REVENUE AND PROFIT 31 Dec 2021 30 Sept 2020 30 Sept 2019 30 Sept 2018 30 Sept 2017

Turnover 25,484,427 18,799,043 21,418,883 26,823,881 35,893,598
Loss before taxation (19,236,604) (13,904,008) (10,184,234) (3,417,022) (2,083,579)
Taxation 10,800,569
(Loss)/profit after taxation 10,162,622 7,525,938 4,499,883 1,616,295
(9,073,982) (6,378,070) (5,684,351) (1,800,727) 8,716,990

PER ORDINARY SHARE (5.63) (3.96) (3.53) (1.12) 5.41
Basic loss per share (Naira)

Note: Five year financial summary is not a required disclosure under IFRS.

79

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
122

ISO 9001:2015

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
123

This page is intentionaaly left blank

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
124

PROXY FORM

I/We .......................................................................................................................................................

of ...........................................................................................................................................................

being a Member/Members of the above-named Company, hereby appoint

(i) ...........................................................................................................................................................

of ...........................................................................................................................................................

or failing whom, appoint

(i) ...........................................................................................................................................................

of ...........................................................................................................................................................
as my/our proxy to act and vote for me/us and on my/our behalf, at the Annual General Meeting (“AGM”) of the Company, to be held
on Friday, 27th May 2022, at the External Ballroom Hall, Federal Palace Hotel, 6-8, Ahmadu Bello Way, Victoria Island, Lagos State, in
respect of the Resolutions listed below.
It is a requirement of the law under the Stamp Duties Act, Cap. S8, Laws of the Federation of Nigeria, 2004, that any instrument of proxy
to be used for the purpose of voting by any person entitled to vote at any meeting of Shareholders must be stamped by the Commissioner
for Stamp Duties. However, in compliance with the CAC Guidelines for conduct of AGM by Proxy, the Company has made arrangements,
at its cost, for the stamping of the duly completed and signed proxy forms submitted to the Company’s Registrars.

PROPOSED RESOLUTIONS FOR AGAINST ABSTAIN

A. To lay before members, the Audited Financial Statements of the Company and of the Group
for the year ended 31st December 2021, together with the Reports of the Directors, Auditors
and Statutory Audit Committee thereon

B. To re-appoint Messrs. Deliotte & Touche as the Company’s External Auditors .
C. To authorize the Directors of the Company to fix the remuneration of the External Auditors

D. To ratify the appointment of Mr. Ebiaho Emafo as an Executive Director of the Company

E. To re-elect the following Directors who in accordance with Section 285(2) of the Companies
and Allied Matters Act (“CAMA”), 2020 are retiring by rotation, but are eligible and have
offered themselves for re-election:
(i) Mr. Onajite Okoloko
(ii) Mr. Mike Jansa
(iii) Mr. Michael Osime
(iv) Mr. Ovie Ukiri

F. To disclose the Remuneration of Managers in accordance with Section 257 of CAMA

G. To elect the Shareholders Representatives of the Statutory Audit Committee

Please indicate with an “X” in the appropriate column how you wish your votes to be cast on the resolutions set out above.
Unless otherwise instructed, the proxy will vote or abstain from voting at his/her discretion.

Dated this_________day of __________________, 2022

Signature of Shareholder:

Name of Shareholder:

Signature of Person
attending (if applicable):
NOTES:
a. If executed by a corporation, the Proxy should be sealed with the common seal of the corporation.
b. This Proxy is sent for the convenience of Shareholders who are unable to attend the Meeting.
c. For the Proxy to be effective, it must be received by the Registrars, DataMax Registrars Limited, 2C, Gbagada Expressway, by Beko Ransome

Kuti Park, Gbagada, Lagos, not later than forty-eight (48) hours before the time fixed for the Meeting.

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
125

This page is intentionaaly left blank

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
126

ADMISSION CARD

TO THE 8TH ANNUAL GENERAL MEETING TO BE HELD AT THE EXTERNAL BALLROOM HALL,
FEDERAL PALACE HOTEL, 6-8, AHMADU BELLO WAY, VICTORIA ISLAND, LAGOS STATE
On Friday, 27th May, 2022 at 11.00 am
Name of Shareholder

Signature of person attending
Note: The Shareholder or his/her proxy must produce this Admission Card in order to be admitted to the meeting.

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
127

This page is intentionaaly left blank

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
128

Affix 2C Gbagada Expressway,
Anthony Oke Bus Stop,
Current By Beko Ransome Kuti Park,

This page is intentionaaly left blank

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
130

Notore

��increased
crop yields with our
premium products

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
131

GALLERY

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
132

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
133

NOTES

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
134

Notore

U-Ufj Farmers

and Changing Lives

REPORT, CONSOLIDATED AND
of GreenANNUAL
SEPARATE FINANCIAL STATEMENTS FOR CTHhE a15mMOpNiToHnS PERIODthENeDAEDf3r1icDEaCnEMBER 2021 Revolution
135

Corporate Office
Notore Industrial Complex, Onne, Rivers State

Lagos Office
6th Floor, Keystone Bank Building,
1, Keystone Bank Crescent, Off Adeyemo Alakija Street,

Victoria Island, Lagos

Abuja Office
2nd Floor, The Clan Place

1386 Tigris Crescent,
Maitama, Abuja

Tel: +234 700-FERTILIZER
+234 700-3378-454-937

[email protected] | www.notore.com

ANNUAL REPORT, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE 15 MONTHS PERIOD ENDED 31 DECEMBER 2021
136