SMART PRODUCTS NIGERIA : AUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023

SMART PRODUCTS NIGERIA PLC

REPORTS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER, 2023

SMART PRODUCT NIGERIA PLC
FINANCIAL STATEMENTS FOR THE
YEAR ENDED 31 DECEMBER, 2023
CONTENTS	PAGE
Corporate information	1
Results at a glance	2
Report of the directors	3
Statement of directors' responsibilities for the financial statements	10
Certificate of No misstatements and adequate internal control system	11
Independent auditors' report	12
Report of the audit committee	14
Statement of financial position	15
Statement of profit or loss and other comprehensive income	16
Statement of changes in equity	17
Statement of cash flows	18
Notes to the financial statements	19
Other national disclosures
Statement of value added	42
Five-year financial summary	43

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	SMART PRODUCTS NIGERIA PLC
	CORPORATE INFORMATION
Directors:	Dr. Moses O. Ajaja
	Pastor Akin Laoye
	Adejinle O. Adeniji, Esq.,
Registered office:	373, Agege Motor Road,
	Challenge,
	Mushin, Lagos
	Tel: [phone]
Registration number:	RC 4738
Registrars:	Meristem Registrars Limited,
	213, Herbert Macaulay Street,
	Adekunle, Yaba, Lagos
	Tel: [phone]
	E-mail: [e-mail]
Company Secretaries:	Alpha-Genasec Limited,
	Kresta Laurel Complex (4th Floor),
	376, Ikorodu Road,
	Maryland, Lagos
	Tel: [phone]
	E-mail: [e-mail]
Independent Auditors:	Baker Tilly Nigeria,
	(Chartered Accountants),
	Kresta Laurel Complex (4th Floor),
	376, Ikorodu Road, Maryland,
	Lagos
	Tel: [phone]
	E-mail: [e-mail]
Bankers:	Access Bank Plc
	Sterling Bank Plc

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SMART PRODUCTS NIGERIA PLC

RESULTS AT A GLANCE

		2023	2022	Percentage
		N	N	Change
Gross revenue	56,610,812	52,414,832	8
Profit before taxation	7,283,138	8,298,149	(12)
Profit after taxation	6,585,354	6,083,897	8
Share capital	23,625,000	23,625,000	-
Equity attributable to owners	123,899,708	120,912,764	2
Per share data:
Earnings (in kobo)	14	13
Net assets (in kobo)	262	256
Dividend declared (in kobo)	8	8

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SMART PRODUCTS NIGERIA PLC

REPORT OF THE DIRECTORS

1. The directors hereby submit their report and the financial statements of the company for the financial year ended 31 December, 2023.

2.	Result		N
	Profit before taxation	7,283,138
	Income tax expense	(697,784)
	Deferred taxation		-
	Profit after taxation	6,585,354
		========

1. Company profile
   The company, formerly Associated Press Limited was incorporated on 11 January 1966 as a private limited liability company and commenced operation as a legal entity immediately. The name was changed to Smurfit Print Nigeria Limited in 1987 and was subsequently converted to a public limited liability company in 1991 which made it change its name to Smurfit Print Nigeria Plc. The name was changed again to Smart Products Nigeria Plc on 25 September, 2005.
2. Principal activities
   The company continued to let out the warehouse and rely on its rental income during the year under review.
3. Review of operational performance
   A profit after tax of N6,585,354 was achieved in 2023 compared to a profit after tax of N6,083,897 in the preceding year.
4. Directors
   The names of the directors of the company are as stated on page 1 of these reports and financial statements.
5. Directors' interests
6. 1. The directors' interests in the company's shares as at 31 December, 2023 were as follows: -

No. of shares

20222021

Dr. M. O. Ajaja	262,500	250,000
Pastor Akin Laoye	429,500	409,000

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1. None of the directors has notified the company for the purpose of Section of the Companies and Allied Matters Act 2020 to the effect that he had interest in any contract with which the company was involved during the period under review.

8. Substantial interest in shares

According to the Register of members, the following persons held more than 5% of the issued share capital of the company on 31 December, 2023:

Shareholders	Number of shares	Percentage
Estate of Mr A. A. Aderonmu.,	26,022,758	55.07
Smurfit overseas	9,450,000	20.00

1. Directors' responsibility
   In accordance with the provisions of the Companies and Allied Matters Act, the directors of the company are responsible for the preparation of financial statements which give a true and fair view of the state of affairs of the company at the end of each financial year, and of the profit or loss for that year, and comply with the provisions of the Companies and Allied Matters Act. In doing so, they ensure that: -
2. • Proper accounting records are maintained;
   • Applicable accounting standards are followed;
   • Suitable accounting policies are adopted and consistently applied;
   • The going concern basis is used, unless it is inappropriate to presume that the company will continue in business; and
   • Adequate internal control procedures are instituted which, as far as is reasonably possible, safeguard the assets and prevent and detect fraud and other irregularities.
3. Shareholding
   As at 31 December, 2023, the shares of the company were held as follows: -

	2023			2022
Shareholders	No. of shares	%	No. of shares	%
Nigerian individuals and organizations	37,800,000	80	37,800,000	80
Non-resident		9,450,000		20	9,450,000		20
	47,250,000	100	47,250,000	100
	========	===	========	===

1. Property, plant and equipment
   Movements in property, plant and equipment during the period are shown in Note 9 to the financial statements on page 31. In the opinion of the directors, the market value of the company's fixed assets is not lower than the value shown in the financial statements.
2. Dividend
   The directors recommend payment of dividend 8 kobo per 50 kobo share amounting to N3.780 million compared to dividend of 8 kobo per 50 kobo share paid in 2022 (N3.780 million)

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13. Personnel

1. Employment of disabled persons:
   The company does not discriminate in considering applications for employment including those from disabled persons. All employees are given equal opportunities to develop their knowledge and skills within the organisation. As at 31 December, 2023 there were, however, no disabled persons in the company's employment.
2. Employee's involvement and training:

The company is committed to keeping employees fully informed as far as possible regarding its performance and progress and seeking their views whenever practicable, on matters which particularly affect them as employees.

1. Staff welfare and safety at work:
   The company places high premium on its human resources and there is existing provision for lunch, rent and transport allowances. The company conducts its activities in a way to take foremost account of the safety of its employees and other persons.

14. Corporate Governance Report

1. Corporate Governance principles, rules and regulatory requirements of the Nigerian Stock Exchange and Securities and Exchange Commission have indeed been an integral part of the way Smart Products Nigeria Plc conducts its business.

   The Company has always been guided by a strong conviction of adhering to transparency, accountability, good management practices and integrity through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities.

   It believes that the implementation of global best practices and corporate governance principles would help to achieve commitment and goals to enhance stakeholders' value.

   We therefore present in detail, the Board activities in the last financial year as follows:

2. The Board Composition and its Committees

• The Board has overall responsibility for ensuring that the Company is appropriately managed and achieves its strategic objectives.
• The company's Articles of Association provide that the company's Board shall consist of not more than 8 Directors. During the year the Board comprised of five non- executive Directors.
• The Company's Board comprises of a non- executive Chairman and Directors, all bringing high levels of competencies and experience, with enviable records of achievement in their respective fields.
• The Board meets regularly to set broad policies for the Company's business and operations and ensures that a professional relationship is maintained with the Company's auditors in order to promote transparency in financial and non- financial reporting.

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1. Role of the Board
2. • The Board is responsible for the review of goals, major plans of action, annual budget and business plans with overall strategies setting performance objectives, monitoring implementation and corporate performance and overseeing major capital expenditure in the approved budget.
   • Ensuring proper accounting records which disclose with reasonable accuracy at any time, the financial status of the company are maintained and that the financial reporting systems comply with the Companies and Allied Matters Act 2020.
   • Through the establishment of the Board Committees, making recommendations and taking decisions on issues of expenditure that may arise outside the normal meeting schedule of the full Board.
   • Ratifying duly approved recommendations and decisions of the Board Committees.
   • Periodic and regular review of actual business performance relative to established objectives.
   • The Board has supervisory responsibility for overall budgetary planning, major treasury planning and commercial strategies.
   • The Board has responsibility for review and approval of internal controls and risk management policies and processes.
3. Analysis of Shareholding as at 31 December, 2023

	No. of
Range	Holders Holders % Holders			Units
					Cumm	Units	Units %	Cum.
1 - 1,000	1,430	63.92%	1,430	728,843	1.62%	728.843
1,001 - 5,000	651	29.10%	2,081	1,354,389	3.01%	2,083,232
5,001 - 10,000	62	2.79%	2,143	453,507	0.96%	2,536,739
10,001- 50,000	62	2.77%	2,205	1,230,697	2.74%	3,746,936
50,001 - 100,000	11	0.49%	2,216	750,345	1.67%	4,497,281
100,001 - 500,000	15	0.67%	2,231	3,349,980	7.45%	7,847,261
500,001 -1,000,000	1	0.04%	2,252	675,000	1.50%	8,522,261
1,000,001- ABOVE	5		0.22%	2,237	36,457,239	81.05%	47,250,000
Grand Total	2,237	100.00%		47,250,000	100%
	==== =======		========	=====

1. Record of Directors' Attendance
   In accordance with Section of the Companies and Allied Matters Act, 2020 the record of Directors' attendance and meetings during the year 2023 is available for inspection at the Annual General Meeting.
   The meetings of the Board were presided over by the Chairman and the Board met six
   (6) times during year, written notices of the Board meetings, along with the agenda, were circulated at least, seven days before the meetings. The minutes of the meetings are

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appropriately recorded, circulated and pasted in the minutes' book of the Company. In view of the size of the Company as reflected in the numbers of its staff which was six

1. (6) in the year under review, the Company did not operate more than two Committees viz:

2. Investments' Committee
   The Committee is made up of two members namely:

1.	Akin Laoye	- Chairman
2.	Ade Adeniji	Member

The committee has oversight responsibility for operational/strategies development and implementation, review of equipment needs and acquisition, new business concern review and implementation. It also reviews and decides on how and when to make investments in the Company.

1. Audit Committee:

The Committee comprises of four members namely:

Baale Ogunnowo S. Olutayo	- Chairman
Olufemi Oduyemi	- Member
Akin Laoye	- Member
Ade Adeniji	- Member
Kolawole G. Amoo	- Member

In accordance with Section 404 (6) of the Companies and Allied Matters Act 2020 the above members and Directors were elected and nominated pursuant to Section 404

1. of the said Act. The meetings of the committee were held two (2) times during the year. The functions of the committee are laid down in Section 404 (7) of the Companies and Allied Matters Act 2020

Attendance at meetings during the year ended 31 December, 2023

Full Board	Investment	Audit
Directors/members	meeting	committee	committee
Total number of meetings	3	2	3
Akin Laoye	3	2	3
Dr. M. O. Ajaja	3	N/A	N/A
Mr. Ade Adeniji	3	2	3

Note: N/A means not applicable

1. Management Team
   The day-to-day management of the business is the responsibility of the Manager under the close supervision of the two Investments Committee members.

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1. Donations and Charitable Gifts:

Although the Company did not make any donation or contribution to any charitable organisations during the year, it is part of the policy of the Company to make such donation(s) as and when necessary.

1. Complaint Management:
   This policy implements the Securities and Exchange Commission (SEC) Rules relating to the Complaints Management Framework of the Nigerian Capital Market which requires every listed Company to establish a clearly defined Complaints Management Policy to handle and resolve complaints within the purview of the Framework.
   The Management of the Company is committed to ensuring that complaints are dealt with in responsive, efficient, effective, fair and economical way. A senior officer is responsible for the operation of the system and the achievement of outcomes. The Company acknowledges the right of the public and its staff to complain when dissatisfied with a service and encourages feedback from customers, clients, staff and the public generally wants staff to be 'complaint friendly and not defensive or negative about feedback and recognizes that if properly handled and analyzed, complaints and feedback held the Company to improve its business processes, and therefore, time spent on handling complaints is an investment in better service to the public.
   Securities Trading Policy:
   Insider trading and dealing in Company's shares:
   The Board has approved a Securities Trading Policy which set out the guidelines on the purchase and sale of securities by Directors, employees and associates. The policy is to assist all Directors and employees to understand the restrictions placed on them as insiders of the Company with respect to their securities transactions and to avoid the conduct referred to as "insider trading" any period as may be specified by the
   Company or the Exchange from time to time.
   Also, Directors and employees and other insiders wishing to buy, sell or deal in the
   Company's securities must obtain approval from the Chairman through the Company Secretary prior to any dealing in the Company's securities. Request for approval must state the volume of securities to be purchased and sold.