LEADING WITH

PURPOSE
2021 ANNUAL REPORT &
FINANCIAL STATEMENTS
Our Purpose Through this purpose, BUA Foods aims to address key
challenges in meeting the nutritional needs of a growing
population in Africa. It is this ambition that drove a
The year 2021 was a pivotal one for BUA Foods. With a transformational business consolidation over the past
commitment to leading with purpose, and making a year, to accelerate our objectives around scale, improved
difference, we remain a driving force for the transformation business diversification, and operational efficiencies to
we seek to make in a fast-changing world. maximise BUA Foods long-term value.

For us, nourishing lives for a better world is both a With over N1trillion in market capitalisation and about 2,000
purpose and a passionate call to action, especially in the employees, we are one of the top three FMCG companies
face of increasingly negative impact from climate change listed on the Nigerian Exchange Limited (NGX). Our strategy
on food production, growing inequality globally, as well as is founded on a clear sense of purpose as we aim to create
rising poverty levels. the future, driven by our vision and underpinned by our
values.
AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Table of Contents
At a Glance
Company Overview 6
Where We Sell 8
History Over The Years, Key Events and Milestones 9
Financial Performance Highlights 10
Operational Performance Highlights 11
Awards and Certification 12
Sustainability Performance Highlights 13

Strategic Report
About
the Report
Notice of Annual General Meeting 16
Chairman’s Statement 21
Managing Director’s Statement 27
Industry Review 31
Strategy 39
Our Business Model For Value Creation 40
How We Manage Risk 41
Operational Review 46 The aim of this integrated annual report is
Financial Review 53 to provide stakeholders with a holistic and
Doing Business Responsibly 56 balanced view of the strategic, financial,
governance and sustainability impact
Leadership and Governance of BUA Foods Plc to facilitate a clearer
Board of Directors 66 perspective of its long-term prospects.
Leadership Team 72
Corporate Governance Report 78 This maiden report captures performance
Directors’ Report 85 for the year ended 31 December 2021 while
providing an overview of the Company’s

Financial Statements operations. It consists of five main sections:

the company at a glance, strategic report,
Statement of Directors’ Responsibilities 90
Statement of Corporate Responsibilities 91 leadership and governance report,
Independent Auditors’ Report 92 sustainability report and financial report.
Consolidated and Separate Statements of
Profit or Loss and Other Comprehensive Income 96 The Board and Management verified the
Consolidated and Separate Statements of Financial Position 97 information in the report, ensuring an all-
Consolidated and Separate Statements of inclusive, accurate and balanced synopsis of
Changes in Equity Group 98 the Company.
Consolidated and Separate Statements of
Changes in Equity Company 99
BUA Foods welcomes any comments or
Consolidated and Separate Statements of
enquiries regarding this report. These
Cash Flows 100
Notes to the Consolidated and Separate Financial Statements 101 can be emailed to IR@buafoodsplc.com.
Value Added Statement 159 Stakeholders may also visit the Company’s
Five-Year Financial Summary 161 website at www.buafoodsplc.com for
this report and other relevant additional

Additional Information accompanying reports.

Proxy For m 164

E-Dividend Mandate Activation Form 169
Full Dematerialization Form for Migration 171
E-Service/Update Form 173
Contact Details 175
Corporate Information 176
Notes 177

BUA Foods Plc. Annual Report and Accounts 2021 3

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

4 BUA Foods Plc. Annual Report and Accounts 2021

AT A
AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

GLANCE
Company Overview 6
Where We Sell 8
History Over The Years, Key Events and Milestones 9
Financial Performance Highlights 10
Operational Performance Highlights 11
Awards and Certification 12
Sustainability Performance Highlights 13

BUA Foods Plc. Annual Report and Accounts 2021 5

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Company
Overview

Vision
To fulfil Africa's food demands by promoting food
security and nourishing lives.

Mission
To provide high quality foods with a focus on creating
long-term value for all stakeholders.

Core Values
Respect
Innovation
Commitment
Excellence

Our Business
At BUA Foods, we are forward-thinking and highly focused
on delivering quality products that provide nourishment
for a better world. Our ambition is to build a profitable
business by creating food brands that contribute to
nourishing lives while solving global food insecurity.
We will do this by reinforcing current brand identities,
positioning and broadening our brand portfolio to enable
us increase market share while finding new consumers
in new categories and markets. Over the years we have
seen our brands grow to become market leaders in their
respective categories and intend to keep investing to
maintain this trajectory.

6 BUA Foods Plc. Annual Report and Accounts 2021

 AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Company Overview

1,890 =
N333.2
=
Total Number of Employees Total Revenue

Billion

=
N209.4
=
Sugar: Turnover
Our Sugar products are marketed under the BUA brand
name. BUA Sugar is reputed for it’s extremely high crystal
quality and consistently delivers delightful sweetness for
consumers.
Billion
Turnover: N209.9 billion
Products: Fortified and Non-fortified Sugar

Turnover Flour:
=
N69.4
= Marketed under the IRS brand, we have been milling
the flour that millions of people have relied on to make

Billion everything from family favorites to new and inspired

creations.

Turnover: N69.4 billion

Products: Flour

=
N54.4
=
Pasta: Turnover
Pasta is marketed under the IRS Brand name. With a
unique taste, IRS Pasta is made without compromise from
high quality ingredients for the perfect bite. Our state-of-
the art machinery coupled with solid experience in making
Billion
top quality pasta allows us to bring the authentic pleasure
of Italian cuisine to consumers. Simply put, IRS Pasta is the
nourishing ultimate choice for any pasta fanatic.

Turnover: N54.4 billion

Products: Slim Spaghetti

BUA Foods Plc. Annual Report and Accounts 2021 7

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Company Overview

Where We Sell

Our products are sold nation wide

KANO REGION
Kano, Jigawa NORTH EAST
Adamawa, Bauchi, Borno,
Gombe, Taraba, Yobe
NORTH WEST
Katsina, Kebbi,
Sokoto, Zamfara

NORTH CENTRAL
Abuja, Benue, Kaduna,
Kogi, Nasarawa, Niger,
Plateau

SOUTH WEST
Ekiti, Kwara, Lagos,
Ogun, Osun, Oyo

SOUTH EAST
Abia, Anambra,
Ebonyi, Enugu Imo

SOUTH SOUTH
Akwa Ibom, Bayelsa,
Cross River, Delta Edo
Rivers

8 BUA Foods Plc. Annual Report and Accounts 2021

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

History Over The Years,

Key Events and Milestones

Restructuring by way of a *scheme under section 711 of CAMA* among BUA Sugar Refinery Limited, IRS Flour
2021 Mills Limited, IRS Pasta Limited, BUA Rice Limited, BUA Oil Mills Limited, and BUA Foods Limited.
Conversion of BUA Foods Limited into a public limited liability company and name change to BUA Foods Plc.

Completion of Eastern Sugar Refinery in Port Harcourt, Rivers State with a capacity of 750,000 MT bringing total
installed refining capacity to 1.5 million MT.
2019
Pasta plant commenced production with a capacity of 250,000 MT per annum.
Incorporation of IRS Flour Limited and IRS Pasta Limited.

2017 Commencement of Rice Out-Growers Scheme for farmers in Kano and Jigawa States targeting over 100,000
farmers.

2016 Sale of BUA Flour Mills Limited.

2014 Incorporation of BUA Rice Limited.

2011 BUA Group’s Pasta operations was integrated with BUA Group’s flour milling operations located in Port Harcourt,
Rivers State.

2010 Mandatory Assessment Certificate Programme, (MANCAP), presented to BUA Flour by Standards Organisation
of Nigeria.

2009 Mandatory Assessment Certificate Programme, (MANCAP), presented to BUA Sugar by Standards Organisation
of Nigeria.

BUA Sugar Refinery Limited began operations with 750,000 MT capacity.

2008
Acquisition of LASUCO Sugar Company Limited.
Execution of contract to build the 250,000 MT Pasta Plant in Port Harcourt, Rivers State.

2007 Establishment of BUA Flour Mills Kano sited at Bompai Industrial Estate with a capacity of 500MT per day.

Establishment of BUA Sugar Refinery Limited.

2005 Incorporation of BUA Flour Mills Limited, and commencement of flour milling.

2001 Acquisition of Nigeria Oil Mills Ltd (NOM). NOM was the largest vegetable oil processing company in
West Africa as at the time of acquisition.

2000 Acquisition of Golden Oil Limited and name change to BUA Oil Mills Limited.

1988 Establishment of BUA International Limited as a trading company to undertake importation of iron and
steel, as well as the importation of rice.

BUA Foods Plc. Annual Report and Accounts 2021 9

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Financial Performance Highlights

Revenue Operating Profit Profit Before Tax

(N’bn) (N’bn) (N’bn)

2021 333.2 2021 79.9 2021 77.5

2020 192.9 2020 51.06 2020 47.2

Profit After Tax Total Assets Net Debt

(N’bn) (N’bn) (N’bn)

2021 69.8 2021 593.5 2021 218.5

2020 35.4 2020 374.3 2020 112.0

Free Cash Flow Capital Expenditure

(N’bn) (N’bn)

2021 27.5 2021 107.3

2020 16.2 2020 78.3

EBITDA EBITDA Margin

2021 2021 2020

86.6 56.0 25.9% 29.3%

2020

Earnings Per Share Dividend Per Share

2021 2021 2020

=
N
=4.24k =
N1.97k
= =
N3.50k
= –
2020

10 BUA Foods Plc. Annual Report and Accounts 2021

 AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Operational Performance Highlights

Sugar Flour Pasta

Capacity (MTpa) Capacity (MTpa) Capacity (MTpa)

1,500,000 500,000 250,000

2021 1,500,000 2021 500,000 2021 250,000
2020 1,500,000 2020 500,000 2020 250,000

Total Volume (MT) Average Utilisation (%)

Sugar, Flour, Pasta Sugar, Flour, Pasta

2021 1,126,620 2021 63.6

2020 796,097 2020 65.6

Rice Edible Oil

200,000 250,000
Project Project
delivery time delivery time
Capacity (MTpa) H2 2022 Capacity (MTpa)
2024

BUA Foods Plc. Annual Report and Accounts 2021 11

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Awards and Certification

Standard Organisation of Nigeria (SON)

Mandatory Assessment Certificate (MANCAP) Programme

Halal Certification Authority

Halal Certification Sugar

Nigerian Institution of Safety Engineers

 ward of recognition in Safety Matters presented to
A
BUA Sugar

 Safety Award presented to BUA Sugar

BUA Sugar was awarded with the following

Integrated Management System Standards
Certificates:
 Quality Management System (ISO 9001:2008); and
 Environmental Management System (ISO 14001:2004)

Food Safety Management System

(ISO 22000:2005)

12 BUA Foods Plc. Annual Report and Accounts 2021

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Sustainability Performance Highlights

At BUA Foods Plc, our stewardship in sustainability governance is core to our total operation and guided by the UNSDG
Goals. We are committed to responsible production and consumption as promoted by SDG 12 with relevant stewardship
in sustainable governance. This is also a demonstration of our commitment to Sustainable Development Goals of the UN.
Nourishing lives with high quality products and creating long-term value for all our stakeholders, is enabled through our
technologically driven operations, well designed to promote the optimal use of resources with minimal and controlled impact
on our ecosystem.

Key Sustainability Highlights

Environmental Responsibility
BUA Foods understands the essence of sustainable practices to current and future generations on a local and global scale

Compliance Cleaner energy sources

Energy utilization
 Energy
 Maintained an ISO 14001:2015 certified
Environmental Management System.
 Regularly reviews and adopts best practices. Process and packaging materials management
 Monitoring exercise conducted at least Water usage management
annually. Operational waste and by-products
Economy
 As a result, the Company has not been
subject to regulatory action involving non-
compliance with environmental regulations. Noise pollution control
Dust emission control
Environment Effluent water management

Social Responsibility
In addition to environmental sustainability, BUA Foods made contributions to its host communities

Substantial donations Appointment of Community Allocated a percentage of Robust out-growers

made to reduce impact of Liaison Officers to represent employees and contract to scheme targeting over
COVID-19 pandemic on its host communities our host communities 100,000 farmers in Kwara,
individuals and healthcare Kano, Niger and Jigawa
government agencies State

We are committed to environmental sustainability providing support and investment to our host communities with a donation
of over N14.1 million, support measures during Covid-19 as well as skills empowerment programmes. Additionally, purchase
of ambulances for over 22 states was done in partnership with Abdul Samad Rabiu Initiative Africa (ASR Africa).

BUA Foods Plc. Annual Report and Accounts 2021 13

WE DARE TO LEAD...
SO CAN YOU
Bua Foods...nourishing lives.
 STRATEGIC
AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

REPORT
Notice of Annual General Meeting 16
Chairman’s Statement 21
Managing Director’s Statement 27
Industry Review 31
Strategy 39
Our Business Model For Value Creation 40
How We Manage Risk 41
Operational Review 46
Financial Review 53
Doing Business Responsibly 56

BUA Foods Plc. Annual Report and Accounts 2021 15

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notice of Annual General Meeting

of BUA Foods Plc

NOTICE IS HEREBY GIVEN that the 1st Annual General Meeting (AGM) of the members of BUA Foods Plc will hold on
Thursday, 4 August 2022, at Transcorp Hilton Hotel, No. 1, Aguiyi Ironsi Street, Maitama, Abuja, at 11:00 a.m., to transact the
following business:

A. Ordinary Business entitled without payment to receive within 3 months

of allotment or lodgement of transfer or within such
1. 
To lay before the meeting, the Report of the
other period as the conditions of issue shall provide
Directors, Statement of Financial Position as at 31
one certificate for all his shares or several certificates
December 2021 together with the Statement of
each for one or more of his shares upon payment
Profit or Loss and Other Comprehensive Income for
of N1,000.00 or such lesser sum as the Directors
the year ended 31 December 2021 and the Report
shall from time to time determine provided that in
of the Auditors.
respect of a share or shares held jointly by several
persons, the Company shall not be bound to
2. To declare a Dividend.
issue more than one certificate, and delivery of a
certificate for the share(s) to one of the several joint
3. 
To re-elect the following Directors retiring by
holders shall be sufficient delivery to all or evidence
rotation and being eligible, offer themselves for re-
of its shareholding in dematerialised form.
election:
a. AbdulSamad Rabiu, CON
8.2 Article 11. Every certificate for shares or debentures
b. Kabiru Rabiu
or representing any other form of security (other
c. Chimaobi Madukwe
than letters of allotment or script certificates) shall
be under the common seal and shall bear the
4. 
To authorise the Directors to determine the
autographic signatures of one or more Directors
remuneration of the Auditors for the 2022 financial
and the Secretary, except where the transfer or
year.
issuance was effected electronically through the
Central Securities Clearing System. Every certificate
5. To elect members of the Statutory Audit Committee.
for shares shall specify the number and class of
shares to which it relates, and amount paid thereon.
6. To disclose the remuneration of the Managers of the
Company
8.3 Article 12. If a share certificate is defaced, lost,
destroyed or displaced, it may be replaced without
B. Special Business charge and on such terms if any, as to evidence and
7. To consider and if thought fit, to pass the following indemnity as the Directors think fit.
resolutions as Ordinary Resolution:
8.4 
Article 23. Subject to such restriction of these
“Approve the remuneration of the Directors for the Articles as may be applicable and the regulations
2022 financial year”. governing the trading of the shares of a public
company as stated in the Nigerian Exchange
8. To consider and if thought fit to pass the following Limited’s Rulebook 2015, any member may transfer
resolution as Special Resolution: all or any of his shares by instrument in writing, in the
usual common form of transfer, including electronic
“That the Articles of Association of the Company be transfer, or any other form, which the Directors may
and are hereby amended by inserting the following approve, signed by or on behalf of the transferor or
underlined provisions in to the Articles, inserting transferee.
new Article 95, deleting provisions as highlighted
for cancellation in the Articles and renumbering the 8.5 Article 25.2 The Directors may decline to recognise
Articles accordingly: any instrument of transfer unless:

8.1 Article 10.1. Every person whose name is entered a. 

A fee not exceeding N500 is paid to the
as a member in the register of members shall be Company in respect thereof.

16 BUA Foods Plc. Annual Report and Accounts 2021

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notice Of Annual General Meeting

Of BUA Foods PLC

8.6 Article 29.2 The Company shall be entitled to charge prepaying and posting a letter containing the
a fee not exceeding N500.00 on the registration in notice, and unless the contrary is proved, is
the register of member of every probate, letter of presumed to have been effected at the time at
administration, certificate of death or marriage, which the letter would be delivered in the ordinary
power of attorney, notice in lieu of distringas, or course of post. Where a notice is sent by electronic
other instrument. mail, service of the notice shall be deemed to be
effected by properly addressing and sending to
8.7 
Article 77. The Directors may exercise all the the electronic mail address of the member and
powers of the Company to borrow money, and to unless the contrary is proved is presumed to have
mortgage or charge its undertaking, property and been effected at the time at which the electronic
uncalled capital, or any part thereof and to issue mail would be delivered in the ordinary course of
debentures, debenture stock, and other securities, delivery of such electronic messages.
whether outright or as security for any debt, liability
or obligation of the Company or any third party. 8.11 Article (Old 123) 124 If a member has no
In exercising their borrowing powers however, the registered address in Nigeria and has not supplied
directors shall ensure that the aggregate amount to the Company an address within Nigeria or
at any time owing in respect of moneys borrowed email address for the giving of notice to him, a
or secured by the Company and its subsidiary notice inserted in the Gazette or advertised in two
companies (excluding inter-company borrowings, leading national daily newspapers circulating in the
interest and apart from temporary loans obtained neighbourhood of the office on the day on which
from bankers and moneys received on current, the notice or advertisement appears shall suffice.
savings and deposit accounts and otherwise in In addition, where power is reserved to give notice
the ordinary course of business) shall not exceed a by advertisement, such advertisement inserted in
reasonable amount except with the consent of the at least, one leading national daily newspaper shall
company in general meeting. suffice

8.8 Article 95 (new) Where a casual vacancy arises in the C. Notes

Board, the directors may fill such casual vacancy
Compliance With Covid -19 Related Directives
and the person appointed to fill such casual vacancy And Guidelines
shall hold office only until the next annual general
meeting of the Company and shall then be eligible Shareholders should kindly note that following the
for election. Government directive restricting public gathering due
to the COVID-19 pandemic, the Corporate Affairs
8.9 Article (Old 108) 109. No dividend shall be paid Commission’s approval was sought for the Annual
otherwise than out of profits except with the prior General Meeting to hold by proxy to minimise physical
written approval of the relevant regulator. contact and ensure public health and safety. Quorum
for the meeting can therefore be formed either by
8.10 Article (Old 120) 121. A notice may be given by physical attendance or by proxy.
the Company to any member either personally
to him or by sending it by post or by electronic A member entitled to attend and vote at the Annual
means to his registered address or electronic mail General Meeting is therefore entitled to appoint a
address. A member not having a registered address proxy to attend and vote in his/her stead. The names
in Nigeria may supply to the Company an address of suggested proxies are:
or electronic mail address anywhere in Nigeria or a. Mr. Mukhtar Mukhtar
electronic mail address for the service of notice, b. Mrs. Adebisi Bakare
and the an address within Nigeria or electronic mail c. Mr. Alex Adio
address so supplied by any member shall for the d. Mr. Tunji Bamidele
purpose of serving notice upon him be considered e. Mr. Kabiru Tambari
the registered address of such member. Where a f. Mr. Musa Bichi
notice is sent by post, service of the notice shall g. Mrs. Funke Augustine
be deemed to be effected by properly addressing,

BUA Foods Plc. Annual Report and Accounts 2021 17

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notice Of Annual General Meeting

Of BUA Foods PLC

Proxy: E-Annual Report

A member of the company entitled to attend and vote at The electronic version of this Annual Report (e-annual
the meeting is entitled to appoint a proxy to attend and report) can be downloaded from the Company’s website at
vote instead of him/her. A copy of the Proxy form is attached www.buafoodsplc.com. The e-annual report will be emailed
to the annual report and can be downloaded from the to all shareholders who have provided their email addresses
company’s or Registrar’s website. Executed form of proxy to the Company’s Registrars. Shareholders who wish to
should be deposited at the Company’s Registrars’ Office, receive the e-annual report are kindly requested to send an
Africa Prudential Plc, 220B, Ikorodu Road, Palmgrove, Lagos email to info@buafoodsplc.com or ir@buafoodsplc.com
or via email at cxc@africaprudential.com not less than 48 or cxc@africaprudential.com
hours before the time of holding the meeting.
Website
Stamping Of Proxy A copy of this Notice, the Proxy Form and other
The Company has made arrangements at its cost, for the information relating to the meeting can be found at
stamping of the duly completed and signed proxy forms www.buafoodsplc.com
submitted to the Company’s Registrars within the stipulated
time or sent by e-mail to cxc@africaprudential.com. Statutory Audit Committee
In accordance with Section 404(6) of the Companies and
Live Streaming Of The AGM Allied Matters Act 2020, any shareholder may nominate
The AGM will be streamed live online. This will enable another shareholder for appointment to the Statutory Audit
shareholders and other Stakeholders who will not be Committee. All nominations of members for election to the
attending physically to follow and/or contribute to Audit Committee should reach the Company Secretary at
the proceedings. The link for the AGM live streaming least 21 days before the date of the Annual General Meeting.
will be made available on the Company’s website at
www.buafoodsplc.com Kindly note that the provision of the Nigerian Code of
Corporate Governance 2018, issued by the Financial
Closure Of Register And Transfer Books Reporting Council of Nigeria requires members of the
Committee to be financially literate and be able to read and
The Register of Members and transfer books will be closed
understand financial statements.
from 14 July 2022 to 20 July 2022 (both dates inclusive) for
updating the Register.
In view of the above, nominations to the Statutory Audit
Dividend Committee should be supported by a Curriculum Vitae of
the nominees.
If the dividend of N3:50k recommended by the Directors is
approved by members at the Annual General Meeting, the Re-Election Of Directors
dividend will be paid less withholding tax on 4 August 2022,
In accordance with the Company’s Articles of Association,
to shareholders whose names appear in the Company’s
AbdulSamad Rabiu, CON, Kabiru Rabiu and Chimaobi
Register of Members at the close of business on 13 July
Madukwe retire by rotation and being eligible, offer
2022. Shareholders who have completed the e-dividend
themselves for re-election. Please note that the biographical
Mandate forms will receive a direct credit of the dividend
details of Directors seeking re-election are provided in the
into their bank accounts.
Annual Report.
Right Of Securities’ Holders To Ask Questions
Dated this 24th Day of June 2022
Securities Holders have the right to ask questions not only BY ORDER OF THE BOARD
at the meeting, but also in writing prior to the meeting and
such questions may be submitted to the Company at 3rd
Floor, PC 32 Churchgate Street, Victoria Island, Lagos on/or
before Tuesday, 2 August 2022.
Oluseye Alayande
Company Secretary
FRC/2014/NBA/00000007513

18 BUA Foods Plc. Annual Report and Accounts 2021

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

BUA Foods Unveil and Media Launch Event

BUA Foods Plc. Annual Report and Accounts 2021 19

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

“BUA Foods Plc is committed to creating

a food value chain that tackles African
food insecurity issues...“
Abdulsamad Rabiu, CON
Chairman
20 BUA Foods Plc. Annual Report and Accounts 2021
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Chairman’s Statement

“
Welcome
Distinguished Shareholders, Members of the Board of
Directors, Ladies and Gentlemen, welcome to the inaugural
Annual General Meeting of BUA Foods Plc. 2021 was
a pivotal year in our corporate history. After years of “...the Company
revisioning and planning, BUA Foods Plc (“BUA Foods” or
the “Company”) with a vision to fulfil Africa’s food demands
completed a Listing by
by promoting food security and nourishing lives, charted a
new path during the year having successfully merged and
Introduction of its shares
restructured its different food businesses into one business
having five Divisions – Sugar, Flour, Pasta, Rice, and Edible
on the Main Board of
oils – and two wholly owned subsidiaries, thereby creating
a more productive and efficient value chain Company.
Nigerian Exchange Limited
Prior to the restructuring, Sugar, Flour, Pasta, Rice, and
Edible oils were processed, manufactured, and distributed
(“NGX”) on January 5,
by individual entities within the BUA Group structure with
individual leadership in the food and fast-moving consumer
2022 and became the
goods (“FMCG”) industry. second largest company
To build on the success and efficiency recorded, the
Company completed a Listing by Introduction of its shares
by market capitalization
on the Main Board of Nigerian Exchange Limited (“NGX”) on in the consumer goods
January 5, 2022 and became the second largest company
by market capitalization in the consumer goods sector; sector; “
having listed a total of 18 billion shares at N40.00 per share,
representing the Company’s total issued share capital. Today,
BUA Foods is playing a critical role in the FMCG industry
with a strong commitment to nourishing lives and creating
value. The Company has continued to expand its plant The Year in Review
capacities across the entire business while also investing in
a backward integration program for sugar. Currently, BUA The world economy grew by 5.5% in 2021 while Sub-
Foods is developing a 20,000-hectare sugar plantation in Saharan Africa recorded a growth of 3.5% supported by
Lafiagi, Kwara State, with the aim of creating a steady supply a rebound in commodity prices and a gradual easing of
of raw materials to reduce reliance on importation in order social restrictions. In Nigeria, the economy advanced by
to save on input cost. 2.4% primarily driven by the recovery in non-oil sectors
compared to a contraction of 3.0% in 2020. Nonetheless, oil
BUA Foods products are presently distributed to customers production remained below pre-pandemic levels, restrained
across Nigeria, while the company is investing in export by disruptions to maintenance work and declining extractive
infrastructure, supported by its strategically located investments. In addition, social unrest and violence
ultramodern and automated plants, to serve markets in West continued to weigh on consumer and business confidence.
Africa. We are making a difference through a sustainable Inflation in Nigeria rose consecutively for 19 months,
business model coupled with a committed team executing reaching 18.17% in March 2021. It then declined to 15.4%
well-thought strategies for growth and value creation. We in November, before increasing to 15.63% in December
are leading with purpose. 2021. Food inflation hit a 16-year peak at 22.95% amid
the continued impact of the pandemic that also induced a
I hope you will enjoy reading our maiden annual report. slump in oil prices and weakened the naira.

BUA Foods Plc. Annual Report and Accounts 2021 21

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Chairman’s Statement

“
The Company’s growth in 2021 was broad-based, with
each of its three revenue generating divisions – Sugar
(rev: +84.0% y-o-y), Flour (rev: +58.0% y-o-y), and Pasta
(rev: +53.7% y-o-y) – performing well. BUA Foods ended
the year with a revenue of N333.3 billion (+73.0%). EBITDA
“The Board has
increased by 53.2% to N86.6 billion with a margin of 25.9%.
Profit for the period grew to N69.8 billion (+97.1%) amidst
established governance
rising input costs in the country. Earnings per share was up processes and policies
by 115.1% to N4.24. Due to this performance, the Board has
recommended for your approval a dividend of N3.50 per founded on the pillars of
ordinary share. If approved at the Annual General Meeting
on 4 August 2022, it will be payable to shareholders whose accountability, efficiency,
names are on the Company’s register at the close of business
on 13 July 2022. effectiveness, fairness,
Sugar: BUA Foods currently operates one of the largest responsibility and
sugar refineries in West Africa, with a total refining capacity
of 1.5 million MTpa. We are a leading producer of fortified transparency. “
and non-fortified sugar in West Africa with two ultramodern
and automated sugar refineries in addition to upcoming
plantations in Lafiagi and Bassa. The Company plans to
construct a sugar refinery with a 220,000 MTpa capacity on
the Lafiagi sugar plantation site. Sugar contributed 63.0% to
Board Changes
the Company’s revenue in 2021.
As a Company that metamorphosed from six individual
Flour: The flour mill currently produces 315,000 MT of entities to BUA Sugar Refinery Limited with a consequent
wheat flour and 105,000 MT of wheat bran. There is an name change and conversion to BUA Foods Plc, new
ongoing expansion of the milling facility by 720,000 MTpa Directors were appointed in November 2021 to the Board
to over 1.2 million MTpa. The facility expansion is expected of BUA Sugar Refinery Limited in addition to the existing
to be completed in 2022. Flour contributed 19.0% to the Directors, as a precursor to the listing of BUA Foods Plc
Company’s revenue in 2021. in line with good corporate governance and the listing
requirements of the NGX. The reconstituted Board of the
Pasta: Our Pasta Division has a capacity to produce 250,000 Company is stated below:
MT of pasta per annum. The Company has invested in
the construction of a second pasta processing plant with 1. Abdulsamad Rabiu Chairman
a further capacity of 250,000 MTpa. This will position the 2. Kabiru Rabiu Non-Executive Director
Company to become the second largest pasta producer in 3. Chimaobi Madukwe Non-Executive Director
Nigeria. Pasta contributed 16.0% to the Company’s revenue 4. Rashid Imran Non-Executive Director
in 2021. 5. Finn Arnoldsen Non-Executive Director
6. Saratu Umar Independent Non-Executive
Rice: BUA Foods owns a rice milling plant with a capacity Director
of 200,000 MTpa which is due to recommence operations 7. Ayodele Abioye Ag. Managing Director
in 2022. The Company’s plan is to expand the rice milling 8. Abdulrasheed Olayiwola Executive Director/CFO
business to a combined capacity of 1 million MT per annum, 9. Isyaku Rabiu Executive Director
by installing new rice milling facilities in Gujungu, Jigawa
State and a rice mill and plantation in Agaie, Niger State. The Board has established governance processes and
policies founded on the pillars of accountability, efficiency,
Edible Oils: The Company’s edible oils plant has a total effectiveness, fairness, responsibility and transparency.
capacity of 250,000 MTpa and it is expected to recommence I welcome everyone to the Board and Company, while
operations in 2024 with the establishment of a new milling wishing the Board well in the discharge of its responsibilities.
and packaging plant, with an annual capacity of 300,000 MT.

22 BUA Foods Plc. Annual Report and Accounts 2021

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Chairman’s Statement

Sustainability Initiatives risks clouding the outlook. Nonetheless, Institutions like the
Africa Export-Import Bank are making efforts to bolster intra
BUA Foods recognises the importance of sustainability in
Africa trade and a wider vaccine delivery strategy.
its business operations. We aim to proactively minimise
energy footprints, waste, air, water usage, dust emission and
In Nigeria, growth is projected to strengthen to 2.5% in
noise from our operations. The Company’s ultra-modern
2022 with the oil sector benefitting from higher oil prices,
plant and deliberate approach to protect the environment
a gradual easing of the Organisation of the Petroleum
underscores our commitment to a cleaner environment
Exporting Countries’(OPEC) production cuts, and domestic
while nourishing lives.
regulatory reforms. Inflation still remains high going into
2022 (a pre-election year), therefore the Company will
BUA Foods maintains an ISO 14001:2015 certified
continue to focus on the implementation of its strategy to
Environmental Management System and it inherently
satisfy its consumers’ demands while protecting margins as
complies with relevant environmental protection laws
it continues to do business sustainably. Food spending is
and international guidelines. To manage environmental
expected to accelerate in a positive trajectory as consumers
pollution, the company has integrated noise and dust
continue to prioritise essentials, with food being top of the
level control systems installed at its plants. Also, in place at
list. Nigeria’s rising inflation rate is also expected to influence
BUA Foods’ manufacturing plants to process and recover
the increase in consumer spending value.
industrial effluent, is a brine recovery system. Alternative
energy sources such as natural gas, which is cleaner and
The Company commenced 2022 as a restructured business
safer for the environment are utilized, therefore reducing
with good growth momentum and with all its brands
greenhouse gas (“GHG”) emissions. The packaging materials
performing excellently in the market. The expansion plans
used by the Company are designed to be recycled. In
that the Company has put in place will provide a more
general, the Company returns up to 90% of its operational
diversified revenue stream in the years ahead, with a positive
waste and by-products in sugar, flour, and rice while also
and demonstrable impact on relevant stakeholders. The
using these by-products as an alternative revenue source.
recommencement of the rice division during the year and
We purposefully recognise the planet as a key stakeholder
edible oils in 2024 will help to further accelerate revenue
and align with the positive experiences at the COP26
generation. The Company will continue to invest in the
summit in 2021, to fulfil its climate commitments. BUA
future with a clarity of purpose for its stakeholders.
Foods will continue to do business sustainably and impact
its environment positively.

In host communities, contributions to the well-being of

“
the community is through provision of food items, skills
acquisition, and employment opportunities. In partnership
with the Abdul Samad Rabiu Initiative Africa (ASR Africa),
BUA Foods also provide healthcare support to its host
communities.
“We aim to proactively
Outlook
BUA Foods Plc is committed to creating a food value chain minimise energy
that tackles African food insecurity issues while increasing our
production capacity. Sub-Saharan Africa’s (SSA) economic footprints, waste, air,
growth is expected to grow to an average of 3.7% a year
in 2022-23 according to the World Bank Group. However, water usage, dust
this growth is insufficient to reverse increases in poverty
and losses in per capita income. Furthermore, there are
emission and noise
concerns over the slow progress recorded with vaccinations
in the region and this is expected to underpin only a gradual
from our operations.“
recovery of domestic demand, with substantial downside

BUA Foods Plc. Annual Report and Accounts 2021 23

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Chairman’s Statement

“
the Company is equally faced with the pressure to balance
profitability with market affordability to its customers. The
most important thing is for us to be able to feed ourselves,
“We need to grow and for this to work, we need to fix our infrastructure.

what we eat and eat “We need to grow what we eat and eat what we grow”
It is an open secret that the ongoing crisis has also led to
what we grow“ the sharp increase in energy cost which has also taken its
toll on the operating cost of the Company. This calls for
urgent local capacity development and alternative energy
generation through public and private sector partnership
In a press release dated May 9, 2022 the public was informed and BUA Foods is well positioned to contribute its quota
that BUA Foods took delivery of the first of two shipping as efforts are being made to resolve all these issues while
vessels acquired to augment its sugar export operations delivering decent return to shareholders.
to the West African market, which kicked off successfully
earlier this year. The Company is of the opinion that export Closing Remarks
of its refined sugar will benefit the economy, providing I applaud the Board and management team for the
an alternative source of income, while also significantly milestones achieved so far, their contributions to the
diversifying the Company’s markets. Company’s strong financial and optimal operational
performance. I am confident in the execution capabilities of
With this acquisitions, BUA Foods is well positioned to the leadership of the Company towards its well-articulated
take advantage of the African Continental Free Trade Area short and long-term plans.
(AfCFTA), considering its investments in the food sector over
the years and to promote cross border trade to businesses I want to thank all our key stakeholders for their commitment,
across the West African region and other African countries. excellence, and mutual respect in supporting the Company’s
vision to satisfy Africa’s food demands by promoting food
Impact of the Russia/Ukraine war security and nourishing lives. I also want to acknowledge and
The ongoing war between Russia and Ukraine which has thank our shareholders and regulators for their continued
disrupted the global value chain, specifically in the Food support.
and FMCG industry, has brought to fore the need to look
inwards and grow local capacity. It has also thrown up the Yours Faithfully,
need for Africa and Nigeria in particular, to strive to achieve
food security. I had stated in a recent interview that Africa
imports most of what it consumes. Africa has sixty percent
(60%) of the world’s arable land with a land mass of about
30 million Km2. Forty percent (40%) of Africa’s import of Abdulsamad Rabiu, CON
wheat in 2021 was from Russia and Ukraine. For instance, Chairman of the Board
the global market price of wheat has risen from an average BUA Foods Plc,
price of $250 to $600 per ton creating a huge burden on
the consumer who may not be able to afford the price whilst 6 July 2022

24 BUA Foods Plc. Annual Report and Accounts 2021

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BUA Foods Plc. Annual Report and Accounts 2021 25

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CEO’s Statement

“We remain committed to creating

sustainable value for all stakeholders in our
journey to nourishing lives with our quality
products at competitive prices.“
Ayodele Abioye
26 Managing Director BUA Foods Plc. Annual Report and Accounts 2021
AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Managing Director’s Statement

“
Dear Esteemed Shareholders,
I am delighted to welcome you all to the inaugural Annual
General Meeting (AGM) of the Company. The year 2021 was
a pivotal year for BUA Foods as it marked the beginning of
a new journey. We are playing a critical role in the Food and “BUA Foods also
Fast-Moving Consumer Goods (FMCG) industry. We remain
committed to creating sustainable value for all stakeholders
continued to
in our journey to nourishing lives with our quality products
at competitive prices.
uphold its culture of
We grew revenue and volume by 73% and 25% respectively
respect, innovation,
for the full year while continuing investments in expanding
our plants across all five business divisions and subsidiaries.
commitment, and
Our backward integration programme is progressing
post pandemic disruptions in 2020, we are developing a
excellence - the core
20,000-hectare sugar plantation in Lafiagi, Kwara State with
a future plan for another 50,000 hectares of sugar plantation
values helping our
in Bassa, Kogi State. people to succeed.
Our products are distributed to customers across Nigeria
with a strong potential to expand into West Africa supported
Our culture has been
by our strategically located ultramodern plants. We are an essential tool for
looking further to positioning our portfolio into the retail
market segment where we see opportunities for growth and achieving our vision,
visibility.
purpose, and mission.“
The major challenge of 2021 has been the significant rise of
input costs – raw material cost (+92.6% y-o-y) and energy
cost (+70.6% y-o-y). We responded with volume and pricing
actions, delivering volume growth of 25% at a price growth
of 20% for the year, with full year operating margin down high quality, accessible, competitively priced and innovative
324bps and earnings per share up by 115%. food products. It will also help us pursue our expansion
plans more efficiently, providing end-to-end efficiency and
Business Under Review economies of scale as we leverage the strategic location of
Question: What have been the main highlights so far? our ultramodern plants.
Answer: It has been an exciting year for all of us at BUA
Foods. We successfully completed the restructuring among We also listed by introduction on the Nigerian Exchange
BUA Sugar Refinery Limited, IRS Flour Mills Limited, IRS Pasta Limited (formerly Nigerian Stock Exchange) on 5 January
Limited, BUA Rice Limited, BUA Oil Mills Limited, and BUA 2022. This is in line with our plan to create liquidity, enhance
Foods Limited, into one entity. We now have five divisions – visibility, and expand access to capital for our future growth.
Sugar, Flour, Pasta, Rice and Edible Oils – within BUA Foods. We worked with some of the best advisers in the industry
The restructuring allows us to strengthen our position as to achieve these milestones and I thank them all for their
a leading player in the market producing and distributing support. Despite the lingering impact of Covid-19, rising

BUA Foods Plc. Annual Report and Accounts 2021 27

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Managing Director’s Statement

input costs, security tensions, we still had a productive year sustainable manner. We achieved a successful restructuring
with a strong financial performance. by the end of 2021 and listed by introduction in January
2022 to close out a phase of our strategic plans. We made
Our integration is going smoothly, we are expanding and commitment towards additional plant capacities and
optimising plant capacities while enjoying the benefits of optimising our operations to impact our performance, drive
synergy. We commenced the flour and pasta expansion efficiency, and increase market share.
development project in 2021, continued to invest in backward
integration to manage raw material costs and improve our We posted revenue of N333.2 billion in FY 2021 (+73.0%
margins. We achieved a 90% completion rate in the Rice y-o-y) due to a y-o-y increase of 84.0% in Sugar revenue to
Division plant upgrade in Kano. Our value creation efforts N209.4 billion, 58.0% in Flour to N69.4, and 54.0% in Pasta to
will be further strengthened by the recommencement of N54.4 billion. Sugar volume increased by 33.0% while Flour
our Rice division in 2022 and retail strategy for some of our and Pasta Divisions increased by 15% y-o-y and 11% y-o-y
divisions. respectively. Our EBITDA increased by 53.19% to N86.6
billion with EBITDA margin of 25.9%. Operating profits grew
BUA Foods also continued to uphold its culture of respect, by 56% to N79.9 billion while profit before tax increased by
innovation, commitment, and excellence - the core values 63.96% to N77.5 billion. We closed the year with a profit of
helping our people to succeed. Our culture has been an N69.8 billion (+97% y-o-y) as the most profitable Foods and
essential tool for achieving our vision, purpose, and mission. Fast-Moving Consumer Goods listed company in Nigeria.

Question: Given that commodity prices are projected to Question: What would you say is BUA Foods unique selling
remain elevated, what are your plans to manage your raw point?
material cost?
Answer: The quality of our products, our reputation as a
Answer: We witnessed rising input costs during the year trusted partner to all our stakeholders, and our dedication
with impact on our margins. As a major player in the foods to excellence. In addition, we are leader in the market with
industry, we keep material cost within our control using the fast paced and innovative expansion capability, strategically
levers available to us, hence, we continue to optimise our located manufacturing plants, cordial and strategic alliance
supply chain and local sourcing. For the latter, we are heavily with farmers and continued support, attractive financial
investing in backward integration in sugar and also exploring profile, and strong and experienced management team.
wheat. We are partnering with smaller holder farmers
through out-growers schemes across our raw material Our margins are reflective of the kind of growth we have
cropping regions for rice. Given the company’s focus to achieved over the years. We currently leverage economies
maintain high quality standards across its food divisions and of scale, strategic location of our plants, efficiency in raw
products, ease of access to raw materials remains a critical material sourcing, plant integration into one location, and
investment decision factor for the Company. As we push shared services of logistics, distribution, and marketing
to accelerate the completion of our backward integration
programme in the near future we remain guided by the
National Sugar Development Council’s Sugar Masterplan.

“
On supply chain, the strategic location of our manufacturing
plants has been favourable for raw material access, helping
in optimising logistics costs. The Company’s strategy is to
dedicate a berth to the import of raw sugar and wheat in
Port Harcourt, in order to facilitate all-year-round availability
“We are focused on
of raw materials for BUA Foods’ Sugar, Pasta, and Flour
milling businesses.
driving faster growth
Question: How did BUA Foods perform in 2021?
from our strong
Answer: For most part of the year, we focused on
portfolios“
restructuring the business and expanding our footprint in a

28 BUA Foods Plc. Annual Report and Accounts 2021

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Managing Director’s Statement

“
Answer: BUA Foods strongly believes in backward
integration because it has numerous benefits for the local
economy. This is why we are investing in the 20,000 hectares
sugar plantations in Lafiagi, Kwara State and a future plan

“We posted revenue for another 50,000 hectares sugar plantations in Bassa, Kogi
State, to reduce dependency on importation and stimulate

of N333.2 billion in FY the local economy.

2021 (+73.0% y-o-y)... “ For the flour milling business, we are supportive of the
government’s backward integration initiative as this will
require a lot of stakeholder engagement. Nigeria is one
of the top 15 importers of wheat because domestic wheat
production yield and quality is poor and current production
is not targeted for commercial purposes. Currently, the
across the Divisions to deliver attractive margins. We National Agricultural Land Development Authority is
are comfortably increasing capacity across the different collaborating with 9 State Governments to acquire land
Divisions to meet present and future needs of our customers for wheat production and address issues around yield
and this will help sustain our margins going forward. and quality. We are exploring the best approach to work
There is a huge brand love for BUA Foods’ products. We with farmers, the government, and other stakeholders to
optimise our internal cost of operations under a robust and improve availability of wheat in the country.
sustainable business model. In addition, our manufacturing
technologies give us a unique advantage to produce and Question: What is BUA Foods Plc doing about governance
sell our high-quality products. and sustainability?

Question: What are the benefits of operating in the free Answer: As a newly restructured company, we have a well
trade zone in Port Harcourt? experienced Board of Directors committed to the highest
standards of governance. The 9-man Board consists of
Answer: The Free Trade Zone (“FTZ”) otherwise known as the Chairman, 1 Independent Non-Executive Director, 3
Free Zone Enterprise (FZE) naturally removes some of the Executive Directors, and 4 Non-Executive Directors. The
hindrances to trade caused by high tariffs and complex Board has established governance processes and policies
customs regulations. By having presence in the FTZ (sugar founded on the pillars of accountability, efficiency and
division), we enjoy duty exemption and streamlined logistics effectiveness, fairness, responsibility, transparency, and
(for internal distribution and potential export), all of which independence. The Company’s governance structure
leads to efficiency in our production costs. ensures that managers at every level are held accountable
and stakeholders’ views are taken seriously and timely, and
Generally, our presence in the FTZ improves logistics accurate disclosures of all material matters are made, high
efficiency, giving us the ease of access and clearing raw standards of business ethics and integrity are maintained,
materials for production. From a planned export perspective, and risks are managed prudently, while pursuing business
raw materials and finished products imported are exempt objectives.
from duties. This also creates a potential to generate foreign
currency earnings, further mitigating exchange rate risk for The Board discussed a number of strategic priorities during
the Company. We foresee a significant contribution of sugar the year including instituting Board Sub-Committees to
exports to our revenue over the next 3 to 5 years driven by provide better oversight functions. The Board is heavily
the ongoing implementation of the Africa Continental Free involved in driving sustainability initiatives at BUA Foods
Trade Agreement. because as stakeholders, we recognise the importance of
running a sustainability-focused business. Our operations
Question: What are your views on backward integration are safe and we engage and protect our host communities
in the flour milling business, given government’s drive to by ensuring the environment is not made worse by our
reduce food importation and large FX requirement for activities. We promote use of cleaner energy, circular
wheat importation? economy and remain operationally conscious. We provide

BUA Foods Plc. Annual Report and Accounts 2021 29

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Managing Director’s Statement

skills acquisition, food items, and ambulances to our host Looking ahead, we intend to accelerate the recommencement
communities to create a better living standard for them. of our rice business in the fourth quarter of 2022 to capture
potential values in rice value chain. We intend to make capital
We plan to engage more via our liaison representatives investments to support our geographic expansion targets
in each community that we operate. Guided by the UN and position as a market leader across the five business
sustainable development goals, we will continue to positively divisions. We expect that the FGN’s backward integration
impact our host communities, drive responsible production initiative which allows us to access foreign currency at the
and consumption. official market rate for the importation of sugar will continue
to enable the Company keep foreign exchange costs at
Question: What are your strategic plans and outlook for sustainable levels despite significant volatility in foreign
the industry? exchange rates in the unregulated parallel market. This will
be favorable to BUA Foods’ margins as raw sugar and wheat
Answer: Nigeria’s population and consumption per capita are key production raw materials across the three Divisions
present significant opportunities for growth in the FMCG - Sugar, Flour and Pasta - which will assist to maintain our
industry. Africa has an average per capita consumption leadership position in the market at an affordable cost.
of 56.9kg, while Nigeria’s current per capita consumption
stands at 35kg, reflecting a huge opportunity to raise Yours Faithfully,
productivity and increase local production. We also see
significant opportunities in the rice value chain considering
the gap between local production and consumption with a
supply deficit of 2.2 million metric tonnes in 2021. We are
focused on driving faster growth from our strong portfolios.
In 2022, we will significantly manage input cost vis a vis Ayodele Abioye
inflation cycle and will continue to invest competitively Managing Director
in backward integration and marketing efforts. We will BUA Foods Plc,
complete our expansion projects in the Flour, Pasta and
Rice Divisions while edible oil is targeted to recommence 6 July 2022
operations in 2024.

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Industry Review

Macroeconomics Indicators and Impact on

the Food Industry
Nigeria witnessed economic growth in 2021 following the
downturn caused by the pandemic in 2020. The recovery is
largely tied to the development and widespread deployment
of Covid-19 vaccines and country specific programmes to
boost economic activities despite the rise of new variants.
While both advanced and emerging economies recovered,
though sluggishly, countries started to relax their grip on
movement and vaccination rates picked up. The emergence
of the Delta Covid-19 variant and more recently, Omicron, led
to a forced reintroduction of restrictions thus exacerbating
a global supply shortage problem that triggered a spike in
consumer prices.

Nigeria has a rapidly increasing population of about

201 million people and a population growth rate of
approximately 3% per annum. This is supported by a young
population (below the age of 19) of over 54%. The demand
for consumption of sugar and flour as critical items in the
daily food basket of an average Nigerian is expected to
increase progressively for the next 5 years.

Population (m)

CAGR 2019-2025: 2.5%

233
228
222
217
211
201 206

2019 2020 2021F 2022F 2023F 2024F 2025F

(Source: National Bureau of Statistics and Fitch Q4 2021 Nigerian Country Risk Report)

BUA Foods Plc. Annual Report and Accounts 2021 31

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Industry Review

The 2021 Report from the National Bureau of Statistics (NBS)

revealed that Nigerians spent a sum of N108.47 trillion on
household consumption in 2021, representing an 11%
increase compared to N97.72 trillion incurred in the previous
year, and a slight increase above the N108.1 trillion spent in
2019. Further insight from the spending patterns showed
that while food spending accounted for 56.56% and non-
food spending accounted for 43.44%, sugar, grains coupled
with flour accounted for 0.50% and 3.19% amounting to
N0.55 trillion and N3.46 trillion, respectively. Food spending is
expected to accelerate in a positive trajectory as consumers
continue to prioritise essentials. This represents a huge
opportunity for growth for our business.

Nigerian Sugar Consumption

CAGR 2019-2025: 2.4%

1,800 1,847
1,702 1,751
1,620 1,652
1,610

2019 2020 2021F 2022F 2023F 2024F 2025F

(Source: National Bureau of Statistics and Fitch Q4 2021 Nigerian Country Risk Report)

32 BUA Foods Plc. Annual Report and Accounts 2021

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Industry Review

Also, the economy in terms of her Gross Domestic Product (GDP) improved from a contraction growth rate of 1.92% in 2020
to 3.4% year on year (y-o-y) in 2021 with nominal GDP value at N72.39 trillion as against N70.01 trillion in 2020. Additionally,
the food and beverage sector improved by 282% y-o-y in a drive to achieve food security across the country. These occurred
post stimulus packages ignited by the government for quick recovery of numerous sectors. However, security issues impacted
the agricultural sector across the country hence there was no significant growth in the sector.

Real GDP Growth Contribution of Food &

beverage sector to GDP

-1.92% 3.44% 1.50% 5.73%

2020 2020
2021 2021

Contribution of Agricultural Average Headline

sector to GDP Inflation Rate

26.21% 25.88% 13.20% 16.88%

2020 2020
2021 2021

Also, there was “was a 27%” increase in y-o-y headline Nominal GDP (N’trn), Real GDP growth rate (%)
inflation from 13.20% to 16.88% between 2020 to 2021,
on the back of a spike in cost of items which impacted
172
the consumption patterns of the average citizen. Other 129 146 143
impact factors include Foreign Exchange (FX) challenges 103 115
95 3.7%
2.2%
for manufacturers and energy cost as well as the rate of
0.8% 1.9%
unemployment in the country. 2.2% 1.6% -1.8%
2015 2016 2017 2018 2019 2020 2021

Nominal GDP(N’trn) Real GDP Growth Rate (%)

(Source: National Bureau of Statistics Report 2021)

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Industry Review

The Sugar Market increased from 123.45 million tons to 172.44 million tons,
the equivalent to a CAGR of 2.01%. Major sugar consuming
Sugar is produced in two principal ways, from beet or cane.
markets include India, European Union (EU), China, Brazil,
In beet production, sugar is extracted or leached from sliced
the US, Indonesia, Russia, Pakistan, Mexico, and Egypt.
sugar beets (cossettes), after which the juice is purified
Nigeria’s consumption is still low compared to other
through a series of processes. The filtered juice is evaporated
African countries and this shows a huge growth potential
(thickened) and sugar is crystallised from it. Globally, while
for BUA Foods Plc to explore even as we leverage export
over 118 countries are involved in the production of sugar,
opportunities to other African countries from 2022. While
about 110 countries produce sugar from either cane or
the average decade (2011-2021) world human population
beet, eight countries produce sugar from both cane and
growth rate is 1.05%, the Sugar Consumption Per Capita
beet. Sugarcane on average, accounts for nearly 80% of
from 2013-2017 reveals that the consumption per capita
global sugar production.
in Nigeria increased to 10.3kg from 8.7kg. The world
consumption per capita figures increased from 18.5kg to
Sugarcane is generally regarded as one of the most
20.20kg with increase in other African countries. Nigeria’s
significant and efficient sources of biomass for biofuel
consumption per capita is still significantly low compared
production. A wide range of environmental and social
to the world and other African countries. At BUA Foods, we
issues are connected with sugar production and processing
see this as a huge potential to increase our reach along our
causing sugar crop growers, processors, energy, and food
business model and strategic expansion drive.
companies to seek ways of addressing concerns related to
sugar production, biofuels, and sustainability.
The most important drivers which influence sugar demand
include:
The global industrial sugar market size was $37.62 billion in
zz Population growth
2021. The market is projected to grow from $38.58 billion
in 2022 to $46.56 billion by 2029 with a cumulative average zz Per capita income
growth rate (CAGR) of 2.72%. On global consumption, zz The price of sugar and alternative sweeteners
between 2001 and 2018, world sugar consumption zz Health concern debates.

Sugar Consumption
Per Capita Weight 2013 2014 2015 2016 2017
Brazil kg 36.4 36.5 39.47 39.38 39.29
Cameroon kg 8.4 8.9 9.12 8.59 8.36
Ghana kg 10.5 10.6 11.64 11.68 11.88
Ivory Coast kg 8.6 8.8 7.31 8.5 8.98
Kenya kg 14.7 14.6 14.94 15.59 14.95
Nigeria kg 8.7 8.7 10.5 10.54 10.31
South Africa kg 29 30 31.45 31.78 30.58
United Arab Emirates kg 32.9 33.4 36.46 36.4 33.5
United Kingdom kg 34.3 34.1 35.03 33.5 33.04
WSA kg 27.3 27.4 32.82 32.89 32.91
World kg 18.5 18.6 20.09 20.28 20.2

(Source: Helgi Lib)

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Industry Review

Global Market Outlook 2022/2023 Public Distribution. Sugar exports destined for the United
States and the EU under its tariff-rate quota are exempted
According to the United States Department of Agriculture
from this directive. This is the first restriction on sugar exports
(USDA) 2022 report, global production in 2022/2023 is
in 6 years resulting in increased stock by almost 15% due to
forecasted to increase by 1.7 million tons to 182.9 million
reduction in exports.
tons as higher production in Brazil, China, and Russia is
expected to more than offset declines in India and Ukraine.
The EU’s production is forecasted to decline by 250,000 tons
Consumption is anticipated to rise to a new record due
to 16.3 million tons as farmers reduce planting of sugar beet
to growth in markets including China, India, Indonesia,
in favor of more profitable crops like corn. Consumption
and Russia. Exports are projected to decline as the drop
and exports are unchanged, however imports are down as
in India more than offsets higher exports from Brazil and
the EU food industry works to reduce sugar content in food
Thailand. Sugar price is expected to rise in the near term as
products.
top producing countries - Brazil and India, plan to redirect
sugar cane to ethanol production thereby reducing sugar
China production is projected upward by 400,000 tons
production.
to 10million tons with rising cane sugar and beet sugar
production. This assumes favorable weather and that beet
U.S. production is projected to decline by 2% to 8.2million
mill incentives are successful at keeping farmers planting
tons on lower forecast sugar beet yields relative to 2021/2022.
sugar beets. Consumption is expected to rise on the
Imports is forecasted to drop by 13% to 2.7 million tons
assumption that Covid-19 related restrictions ease, including
based on projected quota programs set at minimum levels
stay-at-home orders which currently limit sugar use.
consistent with the World Trade Organization and Free-
Trade Agreement obligations and on projected imports
Australia’s production is forecasted northward by 330,000
from Mexico, re-export imports, and high-tier tariff imports.
tons to 4.5 million tons due to an expected rise in sugarcane
Consumption projected remains unchanged while stocks
crush. The increase in production is driven by anticipated
will be lowered with the drop in production and imports.
improvements in sugar cane yields, mainly in the northern
tropical regions of Queensland which have experienced
Brazil production is forecasted to increase by 1million tons to
improved crop growth conditions for the first nine months
36.4 million tons as higher sugarcane yields from favorable
of the 2021/2022 season. Consumption, exports, and stocks
weather are expected to result in additional sugarcane
are all higher with the rise in production. Around 80% of
available for crushing. Harvested area is lowered as marginal
Australian sugar is exported, with about 90% expected to
sugarcane areas switch to soybeans and corn. The sugar/
go to Indonesia, Japan, and South Korea.
ethanol production mix is expected to be unchanged relative
to the previous season at 45% sugar and 55% ethanol. The
Egypt’s (one of Africa’s major producer) production is
current conflict in Ukraine has brought no significant impact
projected to increase by 70,000 tons to 2.9 million tons
to the current sugarcane crop, given that fertiliser purchases
based on higher sugar beet production area. The rise in
and use occurred beforehand. Consumption is unchanged
production area is attributed to the establishment of new
and stocks down, while exports are projected to rise with
sugar beet processing plants. Consumption is up with
higher exportable supplies.
population growth and expansion of the confectionary
food product sectors are expected to remain unchanged as
India production is forecasted to decline from 3% to 35.8
demand is met by higher output.
million tons as less sugarcane is processed for sugar.
Consumption is anticipated at a record high with the
Russia production has a projected increase of 500,000 tons
expectation of continued favorable retail and institutional
to 6.5 million tons with expected higher yields. Consumption,
sugar demand. Imports projected unchanged while exports
exports, and stocks are each up with the higher supplies.
are anticipated to decline by over 40% given the expected
return to normal trade volumes. Amid overseas sales, India
At BUA Foods we are strategically positioned to mitigate
issued a notification curbing exports of sugar to check
global headwinds across production, manufacturing,
domestic inflation and to channel more sugarcane into
agricultural development and supply chain optimisation
ethanol production. As a result of this, exports occurring
to ensure availability of sugar aimed at delighting our
after 1 June 2022 will require special permission from the
customers.
Directorate of Sugar, under the Department of Food and

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Industry Review

On the basis of application, the global flour market has been

segmented as:
zz Bread and Bakery Products
zz Pasta and Noodles
zz Snacks
zz Baby Food
zz Animal Feed
zz Others.

On the basis of sales channel, the global flour market has

been segmented as:
The Flour Market
Flour, finely ground cereal grains or other starchy portions zz Direct
of plants, is used in various food products and as a basic zz Indirect
ingredient of baked foods. Wheat grains, or kernels, are zzSupermarkets/Hypermarkets
composed of the starchy endosperm, or food-storage zzConvenience Stores
portion, constituting about 85%; several outer layers that zzSpecialty Stores
make up the bran, constituting about 13%; and the oily zze-Retail
germ, or embryo plant, approximately 2%. In the production
of refined flour, the purpose of the milling process is to Key factors driving growth in production and consumptions
separate the endosperm from the other kernel portions of wheat flour include:
while during the production of whole wheat flour, all parts
of the kernel are used. zz population growth, especially among millennials;
zz increasing disposable income;
Wheat flour currently represents one of the most popular zz rising consumption of bakery products, and
food ingredients used across the globe. The increasing zz changing lifestyles which have further added to the
demand for baked foods such as cakes, breads, biscuits, global demand for wheat flour.
pastries etc., among numerous consumers has drastically
boosted the demand for wheat-based flour in the food The global wheat flour market was $155.08 billion in 2020
industry. Also, the increased utilisation of wheat-based flour and grew to $160.66 billion in 2021. Top global millers
in other food items such as pasta and noodles has driven estimate a CAGR of 3.95% over the next 7 years till 2028 to
uptick of the wheat flour market in the period. give a market size of $210.77 billion by 2028. The Foreign
Trade Data Publication released by the NBS stated that
Wheat flour is used extensively owing to the presence of Nigeria imported $2.45 billion worth of wheat as of 2021.
gluten, a protein that provides strength and elasticity to the According to the NBS, the top sources of wheat to Nigeria
dough as well as adds to the texture of baked products. in 2021 include the USA - $588.6 million, Canada -$432.09
million, UAE – $421.19 million, Lithuania - $397.5 million,
Global Flour Market Segmentation Russia - $298.7 million, Latvia - $279.2 million, and Estonia
On the basis of source, the global flour market has been - $61.2 million.
segmented as:
According to the International Grains Council, the total
zz Wheat
global production of wheat in 2020/2021 was 765 million
zz Rice
tons with an outlook to increase by 2 million tons in 2022.
zz Maize
China, India, and Russia are the three largest individual
zz Oats
wheat producers in the world, accounting for about 41% of
zz Others. the world’s total wheat production.

On the basis of technology, the global flour market has been

segmented as:
zz Dry Technology
zz Wet Technology.

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Industry Review

Top 8 Wheat Producers in the World as at 2021 Top Wheat Producing Countries
Production Figures
1. China (134.3 million tons) Country/region 2021/22 2022/23
(4.5)
2. India (107.6 million tons) World Total 779.3 774.8
European Union 138.4 136.5 (1.9)
3. Russia (85.9 million tons) (1.9)
China 136.9 135.0
4. United States (49.7 million tons) India 109.6 108.5 (1.1)
5. Canada (35.2 million tons) Russia 75.2 80.0 4.8
2.3
6. France (30.1 million tons) United States 44.8 47.1
Canada 21.7 33.0 11.3
7. Pakistan (25.2 million tons) (6.3)
Australia 36.3 30.0
8. Ukraine (24.9 million tons) Pakistan 27.5 26.4 (1.1)

Ukraine 33.0 21.5 (11.5)

On the local front, we have 15 states within the wheat Argentina 22.2 20.0 (2.2)
Turkey 16.0 17.5 1.5
production belt of which total production volume is 0.4
United Kingdom 14.0 14.4
negligible to the consumption volume of the country of Iran 12.0 13.2 1.2

6,100 metric tons, hence the huge gap for importation. Kazakhstan 11.8 13.0 1.2
0.8
Purchase from the US accounts for the largest volume and Egypt 9.0 9.8
Brazil 7.7 8.5 0.8
value from millers. 0.2
Uzbekistan 6.0 6.2
Ethiopia 5.5 5.7 0.2

Global Market Outlook 2022/2023 Afghanistan 4.4 4.5 0.1

Algeria 2.5 3.7 1.2

According to the United States Department of Agriculture -15 -10 -5 0 5 10 15
Year-to-year change (million tons)
(USDA) 2022 Report, global production for 2022/2023 is
Note: Change compared to the current 2021/22 estimate
forecasted to grow by 1.65% from $160.66 billion to 163.31 Source USDA, Economic Research Service, USDA, Foreign Agricultural Service, Production,
Supply, and Distribution database.
billion. In 2021, global wheat production is projected to be
short of the 2021/2022 recorded at 774.8 million metric tons
(MT). While Canada and Russia are projected to rebound
from their 2021/2022 production declines, Ukraine and
Australia are forecasted below their record 2021/2022 Data to Show Wheat Consumption/Production in Nigeria
production. Also, the United States is projected to rebound The Reason why wheat is the second most imported commodity in Nigeria.
from last year’s drought-reduced production in spring
wheat, but higher than expected abandonment for winter Domestic Consumption (Tons) Production (Tons)

wheat this year could limit the expansion. Years

2010 3,582 100

However, the Russia-Ukraine war has increased the risk
surrounding the harvest of the winter wheat, resulting 2011 3,586 165
in higher abandonment expected in conflict areas (area
harvested projected down 1.6 million hectares from 2012 4,018 100

2021/2022 to 5.9 million). 2013 4,160 80

Production in Canada is projected at 33 million MT showing 2014 3,935 91

an increase of 0.7 million MT in wheat planted area over 2015 4,070 60

10.1 million hectares. Higher yields are also expected with
a return to trend yields after the severe drought conditions 2016 4,632 60

last summer in the Canadian Prairies. Manitoba and

2017 4,829 67
Saskatchewan drought conditions have improved as they
have seen a return to normal rainfall. 2018 4,319 60

2019 4,900 60
Russia’s conditions over the winter looks favorable with
minimal freezing and thawing events suggesting a rebound 2020 4,760 60
from their 2021/2022 production. Winter wheat in Russia
Chart Ntiedo Ekoti Source: USDA Created with Datawrapper
is forecasted upward to 58.5 million MT, up 12% from last
 

year. Spring wheat production is revised downward by 6%

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Industry Review

Top Importing Countries Analysis from last year to 21.5 million MT as planted area
is expected to return to normal. Last year, Russia
Country/region 2021/22 2022/23 planted more spring wheat after the winter wheat
World Total 197.5 201.2 3.7

Indonesia 11.0 11.2 0.2

crop did not survive ice crusting events.
Egypt 12.0 11.0 (1.0)

Turkey 9.3 10.0 0.7 In terms of importation, global import is projected

(0.2)
China 9.7 9.5 to increase from 197.5 million in 2021/2022 to
Algeria 7.8 7.9 0.1

Bangladesh 7.5 7.5 0.0

201.2 million tons in 2022/2023. While Indonesia
Morocco 5.2 7.0 1.8 drive the largest in import, Nigeria ranks 8th with
Nigeria 6.2 6.5 0.3 a forecasted import of 6.5 million tons from 6.2
(0.1)
Brazil 6.5 6.4 million tons in 2021/2022.
Philippines 6.3 6.3 0.0
Iran 7.2 5.5 (1.7)

Japan 5.4 5.3 (0.1)

Mexico 5.1 5.2 0.1

European Union 4.5 5.0 0.5

Korea, South 4.7 4.2 (0.5)

Vietnam 4.1 3.9 (0.2)

Yemen 3.4 3.7 0.3

Uzbekistan 3.2 3.5 0.3

Iraq 2.6 3.5 0.9

United States 2.7 3.2 0.6

-2 -1 0 1 2 3 4
Year-to-year change (million tons)

Note: Change compared to the current 2021/22 estimate; based on trade year (July/June) Imports
Source USDA, Economic Research Service, USDA, Foreign Agricultural Service, Production,
Supply, and Distribution database.

The Pasta Market

Wheat consumption worldwide in 2021/2022, by country (in 1,000 metric tos)*
The market size of pasta in Nigeria was N422
China 148,500 billion in 2021. With a CAGR across seven years
European Union 107,650
of 11.5%, we see huge market potentials for us
at BUA Foods. This along with all other social
India 104,250
indicator upsides, we are strategically positioning
Russia 41,750
to increase our market share in the medium-to
United States 30,971
long-term while becoming a dominant player
Pakistan 27,200 across the B2B and B2C market ecosystem.
Turkey 21,500

Egypt 21,500

Iran 18,200

United Kingdom 15,300

Nigerian pasta industry sales trend (N’bn)

Brazil 12,600 CAGR 2019-2025: 11.5%

573
523
Algeria 11,370 475
422 427
302 344
Morocco 10,700

Indonesia 10,400

Uzbekistan 9,000 2019 2020 2021F 2022F 2023F 2024F 2025F

Ukraine 8,800 (Source: Fitch Q4 2021 Nigerian Country Risk Report)

0 20,000 40,000 60,000 80,000 100,000 120,000 140,000 160,000 180,000

Consumption in thousand tons

Sources Additional Information:

US Department of Agriculture; USDA Foreign Worldwide: USDA Foreign Agricultural
Agricultural Service Service: 2021/2022
@Statista 2022

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Strategy

The Sugar Market Our Flour and Pasta Divisions commenced construction
of manufacturing facilities to add 800,000Mtpa and
Our business strategy for 2021 was hinged on three strategic
250,000Mtpa capacities respectively, representing a 130%
initiatives focused on the growth of our business and value
and 100% increase in current capacity. This will allow us
creation in the short term, while also creating a platform for
expand product offerings in pasta and support closure of
achieving our long-term objectives.
demand gap in domestic flour market.

1) Driving Market Growth through

3) Diversification of our Raw Material
Increasing Penetration
Supply Chain
In partnership with our customers, BUA Foods focused on
In alignment with the federal government’s strategic focus
effective marketing of its products in the year, resulting in
on agricultural development as a source of raw materials
a 9% share gain for sugar from 26% in the previous year,
for industries, we are focusing on providing access to
and achieved a 20% segmented market share for flour and
alternative raw materials locally and, have continued to
pasta, consolidating its position in the food industry. This
make investments in our LASUCO subsidiary. This is in
achievement was possible by availing our customers and
support of our backward integration programme (BIP) in
consumers with high quality products at competitive prices,
line with the National Sugar Master Plan (NSMP) of the
which is core to our strategy.
Federal Government of Nigeria (FGN).
This performance was also enabled by the gradual return
The Central Bank of Nigeria (CBN) granted BUA Foods and
to normalcy of business operations across the country from
two other sugar industry players access to foreign exchange
Covid 19 related business restrictions.
at official markets rate for importation of raw sugar in the
year, reducing FX cost for our business.
2) Demand Fulfilment, Capacity
Optimisation and Addition We are engaged with key stakeholders in the development
We leveraged capacity optimisation to fulfil increased of the local wheat supply chain as well as the rice value chain
demand in the year, by driving efficiencies in our particularly with emphasis on our out-growers-scheme.
manufacturing operations, facilitated by our skilled and
committed managers and associates.

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Our Business Model For Value Creation

Our Business Model optimisation, capacity addition, revenue diversification and

an optimised supply chain.
Our business model is driven by total quality management,
from sourcing to production; and from production to
Value creation activities in 2021 included the following:
distribution, which has continued to attract good returns
1. We initiated capacities along our active revenue streams
and customer patronage. Our market focus is largely B2B
in sugar, flour and pasta to increase our ability to fulfil
with future plans to expand into B2C.
growing customer demand;
2. Internal opportunities to optimise and reduce cost were
BUA Foods’ commitment to creating long term value for
explored;
all stakeholders is enabled through a focused strategy
3. Capabilities to improve business operations were built
execution and operational excellence. Excellence as a
and
core value in our business, prioritises the need to exceed
4. Active marketing engagement with key customers,
customer expectations, with commitment to product quality
focused on satisfying customer needs.
and safety. Our end-to-end capabilities are driven largely
by world class assets, coupled with strong leadership and
All stakeholders involved in the value creation process
engagement.
i.e shareholders, customers, suppliers, communities,
employees, government and regulators were positively
Our strategic roadmap is centred around, driving
impacted in line with our business model and ethos.
market growth through penetration, demand fulfilment

Shareholders Customers Suppliers

zz  ecent payment of dividends
D zz  onsistently delivered high-
C zz Interfaced with suppliers as a
with capital appreciation in the quality products at competitive responsive business partner
medium to long-term prices on time zz Supported an enabling
zz Good ethical culture which zz Interfaced with our customers, environment and technology
enhances customer loyalty proactively and responsively for innovation and design
resulting in investor confidence zz Extensive collaboration to
in the mid to long term manage supply disruptions and
zz Regular engagement on the minimise impact on value chain.
business to give clear updates
on performance, strategy, and
outlook

Community
zz Provided employment
opportunities for our host
communities Government and Regulators
Employees
zz Partnered and enabled zz E nsured compliance with
zz  reated value through conducive
C community participation in value statutory laws and regulations
workplace conditions and culture chain activities with benefits over zz Drove compliance with global
zz Ensured shared progress, with the short to long term standards through adherence to
staff career progression reflective zz Provided a cleaner and safer manufacturing certifications e.g.,
of business growth environment within host ISO, SON, NAFDAC, NESREA
zz Provided employees with communities through deliberate zz Promoted food security and
competitive remuneration focus on sustainability national development

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How We Manage Risk

A. Overview of Risk Management principles of the Committee of Sponsoring Organizations

of the Treadway Commission (COSO, ERM Framework –
Integrating with Strategy and Performance, 2017) as follows:
BUA Foods PLC (BUA Foods) is committed to its mission,
which is “to provide high quality foods with a focus
1. Governance and Culture
on creating long-term value for all stakeholders”. In
achieving this mission, BUA Foods faces dynamic risks Risk governance and culture will start at the top of the
and opportunities that are ever present in its complex organisation with the influence and oversight of the Board of
internal and external operating environments. The effective Directors (The Board), its Audit and Risk Committees. A risk-
management of these risks is central to the ongoing success aware culture will be encouraged, characterised by strong
and resilience of BUA Foods. leadership, a participative management style, accountability
for actions as well as results, embedding risk in decision-
BUA Foods’ Risk Management System making processes, and open and dialogues. The Board
and Executive Management of BUA Foods is committed to
2021 and Earlier integrity and ethics which will be defined by their operating
Prior to the consolidation of relevant business units (BUA style coupled with personal conduct and cascaded to all
Sugar Refinery Limited, IRS Flour Mills Limited, IRS Pasta levels of the organisation through the establishment of
Limited, BUA Rice Limited and BUA Oil Mills Limited) which standards of conduct. Any deviations from those standards
resulted in the creation and subsequent listing of BUA Foods, must be addressed in a timely manner.
the risk management maturity level of each business unit
was at the “developmental” stage. Nonetheless, the various 2. Strategy and Objective-Setting
business units were quite mindful of the dynamic risks and
opportunities that were ever present in its complex internal Risk management will be integrated into the BUA Foods’
and external operating environments. strategic plan through the process of setting strategy and
business objectives. With an understanding of the business
context, BUA Foods will gain insight into the external and
internal factors and the risks/opportunities they may pose to
the entity. This insight, together with a consideration of the
entity’s mission, vision, core values and risk culture, will form
the basis on which the BUA Foods risk appetite is defined.
The risk appetite will be cascaded down the organisation by
defining the acceptable variation in performance (i.e. risk
tolerance) related to achieving a specific business objective.
BUA Foods’ risk appetite will also serve as a basis for
identifying, assessing, and responding to risks.

3. Risk Management Process (Performance)

BUA Foods will identify risks that may affect its ability
to achieve its strategy and business objectives, using
2022 and Beyond standard processes such as risk workshops, brainstorming,
Following its conversion to a public limited liability company questionnaires, observation of workplace practice, review
in December 2021, BUA Foods adopted a more open and of audit findings, analysis of information gathered relating
proactive approach to risk management. Individuals at all to accidents, incidents and hazards, etc. These risks will be
levels are involved, starting with the Board of Directors and its assessed by evaluating their likelihood and impact should
Committees down to individual personnel. The BUA Foods’ they materialise and will also be prioritised according to
Enterprise Risk Management (ERM) Policy and Framework their severity, while considering BUA Foods’ risk appetite.
which sets out the practices that will help the organisation The organisation must then select appropriate mitigation
identify, prioritise, and focus on those risks that may prevent plans and monitor performance for change. In this way, BUA
value from being created, preserved, and realised, or that BUA Foods will develop a portfolio view of the amount of
may erode existing value, was established. The BUA Foods’ risk the entity has assumed in the pursuit of its strategy and
ERM Policy and Framework is based on the components and entity-level business objectives.

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How We Manage Risk

4. Monitoring (Review and Revision) internal and external sources, flowing up, down, and across
the organisation. For example, a report on risks identified,
BUA Foods will monitor risk management performance and
their analysis in terms of likelihood and impact, relevant
how well the components function over time, relative to
mitigation strategies and emerging risks will be sent to
changes in the internal and external environment. Monitoring
Executive Management on a monthly basis, and to the
of substantial changes will be built into business processes in
Risk Committee on a quarterly basis. Special risk reports
the ordinary course of running the business, and conducted
will also be sent to other relevant stakeholders as required.
on a real-time basis, in order to systematically identify new
Outstanding risk controls will be escalated to appropriate
risks and process improvements.
authorities.
5. Information, Communication and Reporting
The diagram below illustrates the new Risk Governance
BUA Foods’ risk management will be a continual process Structure:
of obtaining and sharing necessary information, from both

Board

Audit Committee Risk Committee

Internal Audit

MD/CEO

Risk manager Internal Control Specialist Functions Senior Management

Operational Management/Risk Owners

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How We Manage Risk

The Board, Managing Senior Operational Risk Specialist Internal Internal

Audit Director/CEO Management Management Manager Functions Control Audit
Committee /Risk Owners
and Risk
Management
Committees

The Board zzLeads by zzDesigns, Risk owners zzAssists zzManage specific owns the design, Provides
through the Audit example (sets implements and manage risks management risk streams and implementation, independent
Committee and the the tone at executes risk related to their in performing report to the documentation, assurance to
Risk Management the top) in management area of work, their risk
Audit and Risk assessment and the Board, Risk/
Committee, is integrating to ensure the management
within their committees on the monitoring of Audit Committees
BUA Foods’ risk achievement duties, and
responsible for risk delegated specialised risk internal controls and Senior
management of strategy provide
oversight as well authority. management in relation to key Management on
culture and and business guidance and
as for approving values by objectives. support. approaches, risks. the quality and
risk related policies promoting a zzEscalate e.g. Legal, effectiveness of
and risk appetite risk-awareness immediately to zzCollates and Sustainability, the organisation’s
zzEstablishesrisk management/
statements. mindset analyses Quality, Security, internal control,
throughout the tolerance levels Risk Manager risk data to IT, Business risk management
organisation. across BUA any real or identify trends, Continuity, and governance
Foods. perceived risks accumulated
that become Taxation, etc. systems and
material risks
zzDetermines apparent and processes.
and emerging
BUA Foods’ risk may significantly risks.
appetite. impact BUA
Foods
zzPrepares reports
for the Risk
Committee
and Senior
Managemen.t

BUA Foods’ 2021 Risk Profile

At the start of 2021, the Nigerian economy was reeling from the pandemic’s adverse effects, such as rising inflation, slow
growth, exchange rate instability, supply-chain disruptions, etc. There were also other issues such as the emergence of new
COVID-19 variant (Omicron variant), the energy crisis, a slowdown in global economic activities and continued increase in
domestic insecurity. Principal risks in 2021 with respect to the BUA Foods’ strategic focus and how they were mitigated are
detailed in the table below:

Strategic Focus Description Principal Risks Mitigation Efforts

Driving growth through To improve market share zzImpact from the zzConstant monitoring of local
market penetration across all business lines disruption of movement markets especially as it relates
through continuous and and social gathering to industry practice.
due to the COVID-19
effective marketing strategy. pandemic. zzImproved marketing and
customer awareness through
zzBeing reliant on one or various customer engagement
a few market segments forums.
resulting in concentration
risk. zzContinuous incentives to
customers and sales personnel
zzCompetitive pricing through rebates and bonuses
pressures. with defined performance
targets.
zzLimited awareness of
products in the market. zzCooperative engagement with
local and federal authorities
to permit movement of
goods during restrictions as
approved for food industry
operators.

zzRegular pricing surveys to aid

price reviews.

zzExpansion of distribution
channels.

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How We Manage Risk

Strategic Focus Description Principal Risks Mitigation Efforts

Demand fulfilment Increase production volume zzNon-availability of foreign zzConstant engagement with
optimisation, capacity to meet the ever-growing currency to import CBN for the sourcing of
addition and revenue demand for food in the necessary machinery and foreign currency for imports.
diversification country raw materials.
zzLiaising regularly with
zzForeign exchange relevant commercial banks
volatility and rate to fund import requirements
fluctuations leading to through Letters of Credit
increased cost base. requirements.

zzPrice volatility due to zzInstitution of forward contracts

increasing global inflation arrangements with suppliers.
rate resulting in increased
costs. zzIncrease in inventory reorder
levels.
zzGlobal disruption due to
the COVID-19 pandemic zzRaw materials order planning
leading to delay in to ensure just-in-time delivery.
delivery of machinery and
raw materials. zzEngagement of security
agencies to ensure staff and
zzInsecurity in our operating asset protection.
environment which can
impede the completion zzProper due diligence carried
of our capacity expansion out on third party vendors.
projects.
zzContract agreements with third
zzThird-party vendor party vendors.
related risks leading to
delays in completing zzMonitoring of local situations
projects, increase in within host communities.
budgeted projects cost
or sub-standard project
implementation.

zzPolitical instability/social
unrest that hinders our
capacity to produce as
desired.

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How We Manage Risk

Strategic Focus Description Principal Risks Mitigation Efforts

Optimisation and To be strategically located to zzNon-availability of foreign zzConstant engagement with
diversification of our ensure seamless flow of raw currency with ensuing CBN for the sourcing of
raw material supply materials across the Pasta, impact on raw material foreign currency for import.
chain Flour, and Sugar divisions as importation.
well as to reduce cost. zzLiaising regularly with relevant
zzInsufficient local farmers commercial banks to fund
for sourcing of rice paddy import requirement through
and sugarcane for our Letters of Credit.
rice milling and sugar
plants. zzInvestment in Backward
Integration program in Lafiaji
zzBerthing and clearing to boost alternative raw
delays at the port. materials for sugar production
(LASUCO).

zzConstant engagement with

local rice farmers to source for
paddy rice.

zzInvestment through port

concession by the Federal
Government.
Increase, and continue Focus on optimising and zzTruck diversion. zzTrackers installed in trucks.
investments in logistics increasing investment in
network logistics network to improve zzAccidents/development zzAdequate insurance cover on
delivery to customers, owned of faulty trucks while in trucks.
warehouses and improve transit.
sales operations through zzMore frequent preventive
technology/innovation. zzIT support downtime. maintenance carried out on
trucks when due.
zzTraffic gridlock.
zzFurther strengthened IT policy.

zzIncreased frequency of system

back-ups.

zzUse of more than one network

service channels.

zzAdopted the use of barges.

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Operational Review

The Business Environment as consumers continued to prioritize essentials, with rising

inflation increasing consumer spending value. Analysts have
Nigeria’s macroeconomic environment remained
projected food spending to grow at a rate of 5.6% yearly as
challenging in the year under review with GDP growth at
population grows. However, we continue to fulfill demand
3.4% with an estimated value of N72.39 trillion as against
with all our products offerings across Flour, Pasta, and Sugar,
N70.01 trillion in 2020, representing an uptick from 1.92%
in line with our brand promise to continue nourishing lives.
contraction recorded in the previous year.

Following the easing of COVID-related restrictions and

Population growth characterized by increasing urbanization
global supply chain disruptions, our operations remained
and lifestyle changes, estimated at 201mn in 2021, presents
resilient.
a market growth opportunity particularly in the food sector
which include basic foods items such as flour, pasta, sugar,
and rice.
Our Business
BUA Foods Plc is comprised of five divisions (Sugar, Flour,
According to the NBS, Nigeria’s food spending is on an Pasta, Rice and Edible Oils), with three active revenue
upward trajectory to N61.45 trillion from N27 trillion in 2019 streams of Sugar, Flour and Pasta.

BUA Foods PLC

Sugar Flour Pasta Rice Edible Oils

BUA Sugar LASUCO Sugar

Refinery FZE Company Limited

100% 100%

Rice and Edible Oils are targeted to be activated by year end 2022 and 2024 respectively

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Operational Review

Port Harcourt Sugar Refinery (FZE) and LASUCO Sugar Company (LASUCO) are BUA Foods’ subsidiaries which drive the
export business and backward integration respectively.

Our Port Harcourt Refinery is the only destination refinery in Africa that provides demand and economic fulfilment opportunities
within and beyond the region. LASUCO is an integrated facility that is comprised of a Sugar Plantation, a Sugar Milling factory,
and a Sugar Refinery. The sugar refinery also has the capability to produce Industrial alcohol which further diversifies our
revenue streams.

1.1 Sugar Division Production volume improved by over 40% in 2021 relative
to 2020, reflecting an asset utilization of 54% compared to
The two sugar refineries, in Lagos and Port Harcourt, have
75% in the previous year. The capacity saturation in 2020
a combined refining capacity of 1.5 million metric tons per
was mainly diluted in 2021 by the full year capacity addition
annum which runs at an industrial benchmark capacity of
of a new plant in Port Harcourt.
1.2million metric tons per annum because of scheduled
maintenance programs, minor adjustments and for detection
During the period under review, there were challenges
of minor problems within the refinery. Underscoring our
around energy and raw sugar supply. Raw sugar supply
commitment to the environment, these ultramodern sugar
was impacted by ongoing covid-related global disruption
refining plants are designed to:
in supply chain, while natural gas outages, linked to gas
pipeline issues from suppliers, led to disruption in power
zz use minimal water with ensuing minimal discharge to
supply.
the environment
zz have low carbon emission given that combustion To improve operational resilience, an alternative form of
exhaust is monitored and controlled with installed supply through compressed natural gas is being activated
combustion quality monitoring technology and is expected to come on stream in 2022.
zz have very minimal noise impact on the environment.

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Operational Review

1.2 Flour Division

The 500,000MTpa flour mill is situated in Port Harcourt, Nigeria. In 2021, production volume improved 13% to 341,000MT.
However, wheat shortage and energy challenges constrained production during the year. To improve operational resilience,
alternative form of energy generation is being activated.

Due to capacity saturation in the previous year and growing market opportunities we are installing an additional 720,000MTpa
flour milling capacity in Port Harcourt, with the project expected to be completed by year end 2022.

1.3 Pasta Division

Pasta volumes improved by 10% to 137,000MT
driven by increased demand and consumer
acceptance. Similar to the Flour division, Wheat
shortage and energy challenges impacted
pasta operations, and to improve operational
performance, alternative form of energy supply is
also being sought ahead of 2022.

In response to growing consumer acceptance,

increased demand as well as to capture future
growth and product offering expansion, an
additional 250,000MTpa capacity pasta plant
is being installed in Port Harcourt with a target
completion date of year end 2022.

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Operational Review

1.4 Rice Division

The 200,000MTpa Rice mill in Kano stopped
operations in 2014, following government’s
policy on rice importation. The policy targeted
at accelerating local rice production, stopped
importation of brown rice, and resulted in
operations stoppage at the factory. Prior to
this, brown rice was imported for limited value
addition and sold to Nigerian consumers.
In support of government’s policy on local
rice production and in alignment with our
strategic business plans, this factory has been
upgraded for an end-to-end rice value chain
capability and is due to be commissioned by
the end of 2022.

We are establishing alliances with stakeholders

in the paddy rice supply chain, including an
out-grower program, that will support steady
paddy rice supply for operating the factory.
This facility will further diversify our revenue
base, reinforcing our resilience

1.5 Edible Oils Division

in alignment with our strategic priority of nourishing lives and further diversifying our revenue base, the 250KMTpa oil mill
will be commissioned in 2024.

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Operational Review

Our Assets
We have manufacturing assets strategically located around the country and a robust network of distribution vehicles supporting
our customer supply chain operations.

Pasta Machinery

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Operational Review

1. Flour and Pasta Division Expansion mill and pasta factory respectively. IRS 2 project will have
an additional capacity of 720,000mtpa in flour milling,
In alignment with our strategic pillars to expand production
250,000mtpa in pasta products and 25,000ton in wheat
capacity ahead of demand, and present a platform for
silos(storage).
product extensions, IRS 2 plant expansion development
began in 2021.
On commissioning in 2023 these business divisions will
present additional quality products to fulfil customer and
Sequel to the commencement of IRS 2 project, BUA foods
consumer demands as we plan to expand market and share.
signed an agreement with top equipment manufacturers
for the supply and installation of a state-of-the-art flour
The pictures of the ongoing projects are below:

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Operational Review

2. LASUCO Sugar Company Limited

(LASUCO)

LASUCO, a subsidiary of BUA Foods is the platform for

driving the backward integration programme for self-
sufficiency in the sugar sector under the supervision of the
National Sugar Development Council.

With over $300 million invested on this ultramodern

project, upon completion will contribute to reduction
in raw sugar importation, economic development, and
savings in foreign exchange.

LASUCO is an integrated facility comprises of a sugar

plantation, sugar mill, sugar refinery, ethanol plant, and
power plant. The plantation is 20,000 hectares, with a mill
capacity of 10,000 tonnes of cane per day and refinery
capacity of 220,000 metric tonnes per annum.

In addition, the integrated facility has an industrial ethanol production plant capacity of 20 million litres of ethanol per annum, a
35MW independent power plant and supporting infrastructure such as a standard 3km airstrip, housing, health and educational
estates, road networks, etc.

The project also presents opportunities for community participation in the value chain especially the out-growers scheme.

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Financial Review

Ensuring Sustainability In Financial Our approach to ensuring a sustainable financial

Management management is outlined below.

BUA Foods recorded a strong financial performance in 2021,

Allocating Capital
showing the benefits of our restructured business and the
importance of a viable approach to managing our finances, Driving sustainability in our financial management is
focusing on capital allocation for our expansion plans, underscored by our decisions regarding capital allocation
revenue diversification, cost control, and the strategic use of
debt to optimise our return on capital. Despite a challenging and our focus when using cash to achieve our plans. The
year, in which cost of sales grew by 78.1%, reflecting rising intention is to maintain a healthy balance sheet and to
input cost and growing business volumes, we repaid N153.1 emphasise cash generation to help us build a large reserve
billion in matured obligations and invested N107.3 billion in that makes us more flexible for future investments.
property, plant and equipment to sustain our growth drive.
In addition, we declared a dividend of N3.50 per share.

Our main concerns when allocating capital are shown below.

Clear Capital Allocation Priorities

We are focused on strategies that generate and deploy cash to grow the business and create value for our stakeholders

Capital Investment Debt Management Returns to Shareholders Sustainability

 Invest in additional plant  S uccessful repayment of  N3.50 per share dividend  S uccessful deployment
capacities across the five N153.1 billion matured for 2021 of N14.1 million in food
Divisions to meet growing facility and N241.2 billion items and monetary
current and future trade obligations were  Maintain dividend reward to host
demand created during the year payment in line with full- communities
year results
 Optimise and diversify our  L everaging short term  S uccessful deployment
raw material supply chain Import Finance Facilities of N14.1 million in food
via low-risk investment from local banks with items and monetary
in backward integration average maturity of 5 reward to host
programmes for sugar months communities
and wheat
 S eek socio-economic
 Invest in extensive contributions in host
logistics infrastructure communities to improve
to expand footprint and the standard of living and
take advantage of export drive shared prosperity
opportunities

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Financial Review

In our capital investment initiative, we are investing in Revenue Diversification

additional plant capacities across the five Divisions – Sugar,
We have three Divisions that are currently operational and
Flour, Pasta, Rice, and Edible Oil - to keep nourishing lives
revenue generating. Given the opportunity to have a broader
in a market where we are an industry leader. Investing in
impact in the FMCG industry, recommencing our Rice and
rice and edible oil will help us to diversify our revenues and
Edible Oil Divisions is another strategy to ensure long-term
provide the kind of long-term revenue generating capability
financial sustainability. This will also improve our revenue
that will ensure we remain innovative with producing quality
mix allowing us to nourish more lives while returning value
products. The optimisation and diversification of our raw
to shareholders in the form of more dividends. We also
material supply chain is also a key priority and we have been
ensure that most of our operational waste and by-products
investing in a robust backward integration programme
are used in generating revenue for the Company.
for sugar and supporting government initiatives towards
making wheat available locally. As we produce more, it is
Consumption of healthy food products is growing in Nigeria
essential that we extend our logistics infrastructure to expand
and we will continue to expand our product footprint. Our
our footprint and take advantage of export opportunities in
products provide unique benefits to consumers in their
other West African markets.
quality and how they are produced with sustainability in
mind.
Overall, we invested N107.3 billion in capital projects in
2021, compared to N78.3 billion in 2020. This shows our
continued commitment to expansion that can spur growth
Cost Control
despite the challenges of 2021. We generate a lot of cash We are keen on monitoring cost because of its impact on
from selling our quality products, and this will become more our margins, which in turn affects our value creation. There
robust for us in the future, thereby helping us to build more are several levers available for us to manage our cost which
flexibility around capital investments. includes route optimisation, sourcing raw materials locally,
supply chain synergy, etc. The restructuring of our business
The prudency with debt is another focus for the allocation created some cost control advantages during the year. We
of our capital. During the year we successfully repaid were able to reduce factory production overhead by 40.0%
N153.1 billion of our matured trade obligations, thereby and general expenses by 44.0%. Travel, transportation,
reducing our exposure but retaining the flexibility to use it printing and stationery costs also reduced, as a natural
as appropriate, in the future. In addition, we leveraged short consequence of the pandemic’s lingering impact, albeit in a
term Import Finance Facilities of N238.2 billion from local rising input cost environment.
banks with average maturity of 5 months. We constantly
seek to optimise the terms under which we take on debt. Revenue, Production and Commodity Prices
We continue to look at refinancing opportunities that are
The price of raw sugar per ton averaged $431.9 over 2021
value accretive including in the debt capital markets.
(2020: $310.0/ton) while that of wheat averaged $434.1
over 2021 (2020: $276/ton). Raw sugar prices remained
Creating value and shared prosperity within our host
volatile throughout the year due to sluggish pace of sugar
communities and neighboring societies is also a priority for
beet planting in certain key markets, trading between a high
us. We successful deployed N14.1 million in food items and
of $494.96/ton and a low of $360.0/ton, before closing the
monetary reward to our host communities. In addition, we
year at $494.9/ton. Flour also traded at a high of $510.7/ton
promote skills acquisition and provide job opportunities to
and closed the year at the same rate/ton.
improve the standard of living and drive shared prosperity
in our host communities.
Our revenue in 2021 grew by 73.0% y-o-y to N333.2 billion
in 2021 (FY 2020: N192.9 billion). We produced a total
Dividends are another area of focus for capital allocation.
volume of 941,396 metric tons across the three Divisions in
Our aim is to return value to shareholders, helping them
2021 (FY 2020: 753,551 metric tons) representing a growth
to further appreciate the performance of the Company. We
of 25% y-o-y. Sugar revenue was N209.4 billion (FY 2020:
aim to maintain dividend payment in line with our full-year
N113.5 billion) due to y-o-y increase in volume and price,
results.
contributing 63.0% to total revenue. Non-fortified sugar
sales performed strongly throughout the year (+136%;

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Financial Review

37.7% of sugar sales) with revenue of N79.1 billion in 2021 income to N1.6 billion (FY 2020: N1.5 billion). In general, the
(FY 2020: N33.5 billion), supported by strong demand. Company returns up to 90% of its operational waste and by-
Revenue from fortified (62.0% of sugar sales) grew by product in its Sugar, Flour, and Rice Divisions and uses those
91% to N129.8 billion in 2021 (FY 2020: N67.0 billion), as by-products in production as an alternative revenue source.
the market continued to stabilise, with good growth and
restored competitiveness in the sugar market. Profitability
Profit before tax increased by 63.96% to N77.5 billion in
Flour revenue grew to N69.4 billion (FY 2020: N43.9 billion),
2021 (FY 2020: N47.2 billion) with a margin of 23.2% for the
contributing 20.8% to total revenue. Revenue from wheat
year. This was impacted by the increase in finance charges
bran (7.5% of flour sales) grew by 36.8% to N5.2 billion in
and total operating expenses. Profit after tax increased by
2021 (FY 2020: N3.8 billion) while wheat flour revenue (92.4%
97% to N69.8 billion (FY 2020: N35.4 billion) with a margin
of flour sales) increased by 60% to N64.19billion in 2021 (FY
improvement to 20.9% (FY 2020: 18.4%). Earnings per share
2020: N40.1 billion). Furthermore, Pasta revenue increased
was up by 115%.
to N54.4 billion (FY 2020: N35.4 billion), contributing 16.2%
to total revenue.
Dividend
Cost of Sales In line with our dividend policy, the Board has recommended
a dividend of N3.50 per share. Subject to approval of
The growth in our cost of sales (+78.1%) to N230.3 billion
shareholders, the dividend will be paid after the Annual
in 2021 (FY 2020: N129.3 billion). was driven by an increase
General Meeting, which will be held on Thursday, 4 August
in raw materials cost (+92.6% y-o-y; 88.6% of cost of sales)
2022, in Abuja.
and energy cost (+70.6% y-o-y; 5.0% of cost of sales). The
devaluation of the Naira against the US Dollar weighed
heavily on import prices for raw materials, resulting in higher
Cash Flows
costs of production across the industry. To mitigate this risk, Cash and cash equivalents at the end of the year grew by
in addition to the backward integration plan to reduce the 69.5% to N27.5 billion (FY 2020: N16.2 billion). The Company
cost of raw materials, the Company’s strategy is to dedicate continued with its capex programme in 2021, adding N107.3
a berth to the import of raw sugar and wheat, to facilitate all- billion to property, plant and equipment during the year,
year-round availability of raw materials for our sugar, flour majorly capital work in progress. Our capex programme is
and pasta businesses. To drive energy efficiency, our sugar designed to optimise production from our existing plants
refinery in Apapa, Lagos, generates its own power using an and to expand plant capacities to meet growing customer
alternative source of energy, steam, to fire its turbines as needs. After adjusting for interest receipts of N2.9 billion,
opposed to electrical power supply. the net cash outflow from investing activities was of N104.4
billion compared to a net cash outflow of N81.3 billion in
Operating Results 2020.

Our EBITDA increased by 53.19% to N86.6 billion in 2021 (FY

Net cash outflows from financing activities was N114.8 billion
2020: N56 billion) driven by 13.6% growth in depreciation
(FY 2020: N17.4 billion). This reflects a further N141.5 billion
to N8.4 billion (FY 2020: N7.4 billion) reflecting the addition
drawn from short term import finance facilities, principal
of N107.2 billion (+50.0% y-o-y) in property, plant and
repayment of N153.1 billion, interest of N1.8 billion paid on
machinery to N321.6 billion (FY 2020: N221.8 billion)
borrowings. We ended the year with total borrowings of
equating to a margin of 25.9% for the year.
N246.0 billion with most maturities in the short term, and
cash at bank of N30.3 billion, resulting in net debt at N218.6
Operating profits grew by 56% to N79.9 billion (FY 2020:
billion.
N51.06 billion) with a margin of 23.9%. The growth in
operating profits was due to the strong top line growth.
The Company recorded a marginal 0.7% growth in other

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Doing Business Responsibly

Our Approach to Sustainability Overview of Sustainability at BUA Foods

Our approach to sustainability aligns with our overall As a major player in Nigeria’s food and agricultural
operational activities. This is also in concurrence with the value chain, we implement an enhanced environmental
UN- Sustainable Development Goals. We are focused management system to ensure that our impact on the
on environmental sustainability in line with the SDG 12- environment is within regulatory limits, protecting our
Responsible Consumption and Production, which mainly operational ecosystem while sustaining a climatic balance.
drives our overall sustainability agenda. Critical to our We continually promote and support human and national
approach also is to ensure good use of resources, improving development, prioritise accountability, environmental, and
energy efficiency, promoting sustainable infrastructure, social initiatives as well as good corporate governance in
decent jobs, and ensuring a better quality of life. Therefore, our business.
our stewardship is centered on the three pillars of Energy,
Economy, and Environment. In addition to our headline commitment to SDG 12 our
management and operational activities are also helping to
promote the following additional SDGs:

SDG 2: SDG 3: SDG 6: SDG 7:

Zero Hunger Good Health and Clean Water and Affordable and
Well-being Sanitation Clean Energy

SDG 9: SDG 10: SDG 11: SDG 13:

Industry, Innovation Reduced Inequality Sustainable Cities and Climate Action
and Infrastructure Communities

SDG 16: SDG 17:

Peace, Justice and Partnerships to
Strong Institutions achieve the Goal

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Doing Business Responsibly

A. Environment: Water Usage

Our approach to sustaining the environment includes the We recognize that optimal use of resources such as water
following measures: impacts overall value creation aside from preserving the
environment. We utilise natural resources in an optimal
i. Energy sources – use of cleaner alternative energy and responsible manner in our factories to avoid over-
source and efficiency consumption which could result in unsustainable exploitation
of our environment.
ii. Circular economy – reduce, recycle, and re-use of
process and packaging materials Water is also an important component of our manufacturing
processes. Water conservation has therefore been a key
iii. Operationally conscious – strict adherence to emission environmental focus for BUA Foods.
standards by reducing dusts emission and noise
Water usage reduction was driven as part of our continuous
pollution.
improvement programme and objectives which is
incorporated into our operational plans to ensure we do not
Environmental Impact
excessively use up freshwater or contaminate water sources.
Energy sources: Improved energy efficiency using alternative
energy source. We use natural gas which is cleaner and
therefore reduces our greenhouse gas (GHG) emission.
Our energy utilisation is largely promoted by our continuous
improvement strategy towards attaining and sustaining EMS
14001:2015 benchmarks.

Noise and Dust Pollution:

At our factories, we have installed silencers to manage noise
pollution, minimise soot emission and monitor air quality.
Hence, we are within the compliance limits of 3.00 ppm
maximum specified by the National Environmental -Foods,
Beverages and Tobacco Sector Regulations 2009. We are
deliberate about reducing pollution in the workplace and in
our host communities.

Process and Packaging Materials Management

Our packaging materials are designed to be recycled and

re-used for secondary purposes. Solid wastes from the
operational activities are segregated into recyclable & non-
recyclable bins to reduce land fill disposal.

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Doing Business Responsibly

B. Social
Our social responsibility efforts covered
the following areas:

i. Donations to our host communities

zzWe made donations to alleviate
the impacts of Covid-19 on host
communities. We made monetary
donations, physical protective
equipment and ambulances.

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Doing Business Responsibly

We donated food items to host communities valued at over N14.1 million.

In partnership with the Abdul Samad Rabiu Initiative Africa (ASR Africa), we have impacted
22 states across Nigeria with 66 Ambulances.

Our host communities benefitted from employment opportunities and skills acquisition programs. In addition,
we work with appointed community liaison officers in some of our locations to represent their host communities.

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Doing Business Responsibly

Health and Safety

Occupational health and safety is fundamental to our sustainability and brand. We remain committed to safeguarding the
health and safety of our internal and external stakeholders; and continuously make effort to identify all threats to health, safety,
and wellbeing in our operations.

We will continue to upgrade our internal processes to foster a safe working environment and align our health and safety
practices with local and global best

Health and safety performance (2020–2021) across BUA Foods Plants:

Type of Incidents 2020 2021

Total number of near misses 670 225

Total number of first aid injuries 153 79
Total number of medical treatments 76 38
Total number of lost time injuries (LTI) 19 10
Total number of fatalities 2 0
Total number of staffs trained on HSE 178 79
Total number of hours for staff training on HSE 356 158

BUA Foods will continue to make contributions to its host communities while engaging in responsible production with
exceptional attention to quality of products.

E. Our Culture and People Strategy

Our culture is an essential and very vital tool for achieving our vision, purpose, and mission. Developing and sustaining this
culture requires intentional effort from the organization (Employer), and (Employees) of BUA Foods Plc.

It is on this premise we have our culture trust “The BUA way”. This illustrates our culture roadmap for working, interacting, and
existing with our various stakeholders. It equally illustrates the way each employee should behave.

We consider the fact that our core values create our organizational culture, while our culture drives our behaviour, and our
people’s behaviour produces results.

Values Culture Behaviours Results

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Doing Business Responsibly

Our Celebrated Core Values: Recognition & Rewards: We offer a diverse set of
comprehensive recognition and rewards programs. These
range from performance driven monthly, quarterly and
annual reward and recognition initiatives meant to create
motivate and engage our diverse workforce made up of
different generations, culture, multiracial and sex.

Our organization can boast of best practices in the area

Respect Innovation
of reward and compensation management and policy
framework including intentional allocation of stocks to
employees.

Growth Opportunity: In BUA foods Plc, we provide an

enabling environment where employee career growths is
enhanced. Our career growth practice is a blend of build,
borrow and buy acquisition philosophy. However, we
intentional about building our team and associates. This
Commitment Excellence
is done by ensuring, as a standard, that: all vacancies are
internally advertised before such openings are advertised
externally. This is to give opportunity for internal career
growth. Our performance management system driven by
the Balance scored card (BSC) model is adopted to ensure
Our People: Our people are our most important asset. We all perspective of our business are assessed and high
cherish them. BUA foods Plc unites its employees behind performers are thrown up, rewarded and promoted as the
the mission, “Create a world where anyone can belong case may be. One critical part of our people growth strategy
anywhere”. This mission is supported by our four core values is the emphasis succession plan. This, over the years, has
that determine what it is like to work at BUA foods. These been a strategic initiative for retention and employee
values drive our interest in employee inclusiveness, providing growth and development.
support, cares, and enhancing workplace innovation. Our
people are the most important part of our entire value chain Training: BUA Foods takes pride in training employees at
hence, at BUA Foods Plc, we welcome diverse perspectives all levels of the business. Our management development
and people who think rigorously and aren’t afraid to programme, business management signature training
challenge assumptions. Driven by the passion to retain the programme, supply chain and sales academy programmes
best talents, our talent acquisition strategy is centred around are geared towards building the right skills and competences
making our work environment the best place to work. This in our people.
strategy earned us the certificate of one of the best 100
companies to work for in Nigeria, 2016 – 2019, by Jobber Work: We believe that people who do great work deserve
man Group. great support. That is why in BUA Foods Plc, we care about
setting clear goals, creating an enabling environment,
“We are dedicated to building an inclusive culture where rewarding great work, building a culture of flexibility,
employees contribute their best at all time. We thrive learning and inclusion.
on change, operate on trust, and leverage the diverse
perspectives of people on our team in everything we do.

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62 BUA Foods Plc. Annual Report and Accounts 2021

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BUA Foods Plc. Annual Report and Accounts 2021 63

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64 BUA Foods Plc. Annual Report and Accounts 2021

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LEADERSHIP
& GOVERNANCE
Board of Directors 66
Leadership Team 72
Corporate Governance Report 78
Directors’ Report 85

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Board of Directors

Abdulsamad
Rabiu, CON
Chairman

Ayodele Abdulrasheed
Abioye, Olayiwola
Ag. Managing Director Executive Director/
Chief Financial Officer

Isyaku Saratu Chimaobi

Rabiu Umar Madukwe
Executive Director Independent Non-Executive Director
Non-Executive Director

Rashid Ur Kabiru Finn

Imran Rabiu Arnoldsen
Non-Executive Director Non-Executive Director Non-Executive Director

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Board of Directors

Abdulsamad Ayodele
Rabiu, CON Abioye,
Chairman Ag. Managing Director

A A
bdulsamad Rabiu is a foremost industrialist, yodele Abioye is a seasoned professional with
philanthropist and the founder of BUA Group over 25 years’ experience working as General
Limited (BUA Group)- a company that has Manager in Seven Up bottling company, as
become one of Nigeria’s largest privately- owned Franchise Technical Director in Coca-Cola Nigeria,
foods and infrastructure conglomerate with diversified Regional Supply chain Director with Nigerian Bottling
investments spanning key business sectors of the Company Limited and as Chief Operating Officer in
Nigerian economy. SecureID Limited.

Under Abdulsamad’s astute leadership, BUA Group He was appointed as the acting Managing Director
has grown steadily over the years to entrench itself as of BUA Foods Plc in November 2021. Prior to his
a leading player with holdings in foods, infrastructure, appointment, he was the Chief Operating Officer of
logistics, and real estate businesses. BUA Foods Plc.

Abdulsamad Rabiu also founded BUA International Ayodele has extensive, professional and management
Limited to engage in trading in major commodities training locally and internationally, particularly in the
like rice, edible oils, flour, iron and steel rods. United States of America, Europe and South Africa.
He attended institutions such as institute for
Abdulsamad Rabiu was a former chairman of Tropical Management Development, Switzerland, Georgia
Continental Bank from 1993 to 2000, a two-time Institute of Technology, Atlanta, USA, Harvard Business
Chairman of Nigeria’s Bank of Industry, and is the school, Pan Atlantic University and Lagos Business
majority shareholder in BUA Cement Plc. School, Nigeria.

In addition to his economic contributions, Abdulsamad He holds a Bachelor of Engineering degree in

Rabiu, through the BUA Foundation and his Abdul Mechanical Engineering from the University of Ilorin
Samad Rabiu Initiative Africa (ASR Africa), has (1989) and a Master of Science Degree in Engineering
contributed immensely to various philanthropic and Management from the University of Benin (2007).
social development activities in various areas from
healthcare to education, sports, water infrastructure He is registered with the Council for the Regulation
among others. of Engineering in Nigeria as a certified Engineer, he is
also a member of the Nigerian Society of Engineers,
He holds a degree in Economics from Capital Nigerian Institute of Mechanical Engineers and
University, Columbus, Ohio, USA (1984). He also holds Nigerian Institute of Management.
the Nigerian National Honour of ‘Commander of the
Order of the Niger’ (“CON”). He is a recipient of many
awards including the 2016 African Industrialist of the
Year Award by the All-Africa Business Leaders Awards.
He was a member of the Board of BUA Sugar Refinery
Limited, until its merger and ultimate conversion to
BUA Foods Plc. He was subsequentlyappointed to the
board of BUA Foods Plc in November 2021.

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Board of Directors

Abdulrasheed Isyaku
Olayiwola Rabiu
Executive Director/ Executive Director
Chief Financial Officer

A I
bdulrasheed Olayiwola is a finance professional syaku Rabiu is a seasoned business manager who
who served as the Senior General Manager prior to his appointment as an Executive Director,
of LASUCO from 2014 to 2021. Prior to was the Director for commercial operations in BUA
his appointment at LASUCO, he was the Head of Foods businesses.
Finance for BUA Sugar Refinery Limited. His expertise
includes general management, project development Self-driven and focused on solutioning, he is
and management, agribusiness development (with responsible for the company’s operations.
emphasis on sugarcane development), financial
management, financial analysis, budgeting, In 2019, Isyaku managed the merger of two cement
financial accounting, financial control, management companies (Cement Company of Northern Nigeria
accounting, tax management, business management, Plc and Kalambaina Cement). Prior to this, while in
strategy development, organisational assessment, Seplat Petroleum Company in 2017, he successfully
and process redesign. developed an economic model for upstream oil and
gas.
He has previously worked as a Consultant in
the Performance Improvement service line of He obtained a Bachelors’ degree in Business Economics
PricewaterhouseCoopers, Nigeria. from the University of Hertfordshire, Hatfield.

He has also earlier worked with the Nigerian Security He was appointed to the Board of BUA Foods Plc as
Printing and Minting Plc as Manager in charge of Cost an Executive Director in November 2021.
and Management Accounts, and Financial Analysis
and Planning.

Between 1997 to 2000, Abdulrasheed was the

Accountant to Shelter Afrique (An Intergovernmental
Housing Finance Institution) based in Nairobi, Kenya.
Abdulrasheed is a finance professional with over 30
years experience in the private and public sectors of
the Nigerian economy.

He holds a Bachelor of Science degree in Accounting

from University of Ilorin (1988). He is a Fellow of the
Institute of Chartered Accountants of Nigeria and an
Associate of the Chartered Institute of Taxation of
Nigeria.

He was appointed to the Board of BUA Foods Plc as

an Executive Director in November 2021.

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Board of Directors

Saratu Chimaobi
Umar Madukwe
Independent Non-Executive Director
Non-Executive Director

S C
aratu Umar is a technocrat, reformer, strategist, economist, himaobi Madukwe is an expert with
investment promotion expert andexport development over 30 years of experience in top
specialist. Saratu was appointed to the Board of BUA executive management, working at
Foods Plc in November 2021. various times as Treasurer, General Manager
and Executive Director.
Saratu is the Founder and Chief Executive Officer of Aisston
Consulting Limited, a business and management consulting He also has a wide experience in the
firm based in Abuja, Nigeria, and served as a member of the banking, non-bank finance and commercial
FGN’s N50 billion Export Expansion Facility Programme for the sectors of the Nigerian economy and was
country’s Economic Sustainability Plan chaired by the Vice- involved in various syndications, financial
President of Nigeria. and management restructuring, debt
management and loan workout and business
She served as a one-time Executive Secretary/Chief Executive start-ups.
Officer of the Nigerian Investment Promotion Commission
(“NIPC”) in 2014 to 2015, where she played a key role in Chimaobi holds various executive and board
transforming the organisation to play a central role in the Nigerian roles across a number of companies that
investment eco-system as well as in national development. operate under the BUA brand.

Prior to this role, Saratu had spent over twenty years in He holds a Bachelor’s degree in Management
development banking at the Nigeria Export-Import Bank which Studies/ Accountancy from University of
she joined in 1992. Jos (1984), and an MBA in Finance from
Anambra State University of Science and
Saratu has also served as member and Secretary of the Nigerian Technology (1990).
President’s Honorary International Investor Council and an
independent Board member of Transcorp Hotels Plc and a He has also attended specialised trainings on
member of its Statutory Audit Committee. Negotiations & Strategy in Harvard and on
Mergers & Acquisitions in Wharton, USA.
Saratu holds a Bachelor of Science degree in Economics (1989)
and an MBA degree in Finance and Banking both from Ahmadu He was a member of the Board of BUA Sugar
Bello University (2006). Refinery Limited, he was later appointed to
the board of BUA Foods Plc in November
She is a Fellow of the American Academy of Financial 2021.
Management, a Fellow of the Institute of Management
Consultants, a Certified Risk and Compliance Management
Professional, a Fellow of the Institute of Chartered Economists,
a holder of the Fiduciary Awareness Certification for Corporate
Governance System by NGX, and a Senior member of the
Chartered Institute of Bankers of Nigeria among others.

She is also a recipient of local and international awards, among

them, the International Distinguished Leadership Award.

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Board of Directors

Rashid Ur Kabiru
Imran Rabiu
Non-Executive Director Non-Executive Director

R K
ashid Imran is an expert who started his career abiru Rabiu is a high achieving, result driven
in 1998 with “Flour Tech Engineers (Pvt) Limited”, professional who has held various management
a leading manufacturer of food processing positions at Nigeria Oil Mills. After rising to the
machineries in India. role of General Manager, in 2008, he became the
Managing Director of BUA Oil Mills Limited.
He also worked with Wilmar International, Singapore,
as Operation Manager (Flour & Pasta Business) from He has over 20 years of experience spanning
2016 to 2018. multiple sectors, including edible oils, cement, and
infrastructure. Kabiru holds various executive and
He has 23 years experience in the food industry. board roles across a number of companies that
He holds a Mechanical Engineering degree from the operate under the BUA brand. He serves as a Non-
University of Calcutta, India. He obtained certificates Executive Director at BUA Cement Plc.
in Flour Milling Technology from the International
School of Milling Technology, CFTRI, Mysore, India, He holds a B.A (Hons) degree in Management from
and in Executive Milling from Kansas State University. Webster University, London (2001), and an MBA in
Rashid is an executive member of the International International Business from American Intercontinental
Association of Operative Millers and has attended University, United Kingdom (2002).
various international courses/seminars on Flour He has won numerous awards and is a 2-time Laureate
milling, Baking, Feed milling, Rice milling and Sugar of the Institut Choiseul, France.
Technology.
Kabiru was a member of the Board of BUA Sugar
He was appointed to the Board of BUA Foods Plc in Refinery Limited, he was later appointed to the board
November 2021. of BUA Foods Plc in November 2021.

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Board of Directors

Finn
Arnoldsen
Non-Executive Director

F
inn Arnoldsen joined Cement Company of
Northern Nigeria in 2009, where he served as
Commercial Director and an Executive Board
member. He was appointed Managing Director of Edo
Cement Ltd in 2012 and Chief Operating Officer, BUA
Cement Plc in 2017.

Prior to his appointment, he was a member of the

Executive Management in Heidelberg Cement Africa
for 10 years as Senior Vice President, responsible for
West Africa and Southern Africa.

He was also Chairman and member of several Boards

across the continent, including Ghana Cement Works
Limited, Nova Cimangola SA, and Tanzania Portland
Cement Limited.

Finn started his career in 1983 in Ghana as the

Work Manager for Heidelberg Cement (Scancem
International Ltd.) where he worked for 25 years from
1983 to 2008.

He holds a master’s degree in Mechanical and

Combustion Engineering from Norwegian Institute of
Technology, Trondheim, Norway in 1977.

He has completed several Executive Management

development programmes at the International
Institute for Management Development (IMD),
Lausanne, Switzerland (1996) and Institut Européen
d’Administration des Affaires (INSEAD) Fortainebleau,
France (2000).

He was appointed to the Board of BUA Foods Plc in

November 2021.

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Leadership Team

Ayodele Abdulrasheed
Abioye Olayiwola
Ag. Managing Director Executive Director/
Chief Financial Officer

Oluseye Isyaku
Alayande Rabiu
Company Secretary/ Executive Director
Chief Legal Adviser

Godspower Ashok
Sivwete Kumar
Plant Director for Sugar Ag. Division Director
Division of BUA Foods Flour and Pasta

Labaran Abdullahi Adewunmi

Saidu Aminu Desalu
Plant Director for General Manager of Director for Marketing
LASUCO operations Rice Division and Corporate
division Communications

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Leadership Team

Ayodele Abdulrasheed
Abioye Olayiwola
Ag. Managing Director Executive Director/
Chief Financial Officer

A A
yodele Abioye is a seasoned professional with bdulrasheed Olayiwola is a finance professional
over 25 years’ experience working as General who served as the Senior General Manager
Manager in Seven Up bottling company, as of LASUCO from 2014 to 2021. Prior to
Franchise Technical Director in Coca-Cola Nigeria, his appointment at LASUCO, he was the Head of
Regional Supply chain Director with Nigerian Bottling Finance for BUA Sugar Refinery Limited. His expertise
Company Limited and as Chief Operating Officer in includes general management, project development
SecureID Limited. and management, agribusiness development (with
emphasis on sugarcane development), financial
He was appointed as the acting Managing Director management, financial analysis, budgeting,
of BUA Foods Plc in November 2021. Prior to his financial accounting, financial control, management
appointment, he was the Chief Operating Officer of accounting, tax management, business management,
BUA Foods Plc. strategy development, organisational assessment,
and process redesign.
Ayodele has extensive, professional and management
training locally and internationally, particularly in the He has previously worked as a Consultant in
United States of America, Europe and South Africa. the Performance Improvement service line of
He attended institutions such as institute for PricewaterhouseCoopers, Nigeria. He has also earlier
Management Development, Switzerland, Georgia worked with the Nigerian Security Printing and Minting
Institute of Technology, Atlanta, USA, Harvard Business Plc as Manager in charge of Cost and Management
school, Pan Atlantic University and Lagos Business Accounts, and Financial Analysis and Planning.
School, Nigeria.
Between 1997 to 2000, Abdulrasheed was the
He holds a Bachelor of Engineering degree in Accountant to Shelter Afrique (An Intergovernmental
Mechanical Engineering from the University of Ilorin Housing Finance Institution) based in Nairobi, Kenya.
(1989) and a Master of Science Degree in Engineering Abdulrasheed is a finance professional with over 30
Management from the University of Benin (2007). years experience in the private and public sectors of
He is registered with the Council for the Regulation the Nigerian economy.
of Engineering in Nigeria as a certified Engineer, he is
also a member of the Nigerian Society of Engineers, He holds a Bachelor of Science degree in Accounting
Nigerian Institute of Mechanical Engineers and from University of Ilorin (1988). He is a Fellow of the
Nigerian Institute of Management. Institute of Chartered Accountants of Nigeria and an
Associate of the Chartered Institute of Taxation of
Nigeria.

He was appointed to the Board of BUA Foods Plc as

an Executive Director in November 2021.

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Leadership Team

Oluseye Isyaku
Alayande Rabiu
Company Secretary/ Executive Director
Chief Legal Adviser

O I
luseye is an accomplished, forward thinking, and syaku Rabiu is a seasoned business
resourceful legal professional with exceptional manager who prior to his appointment
leadership abilities, she excels in building highly as an Executive Director, was the Director
productive and motivated teams capable of delivering for commercial operations in BUA Foods
consistent results within demanding regulatory environments. businesses.
Oluseye is excellent at working collaboratively with internal
and external stakeholders at all levels to ensure organizational Self-driven and focused on solutioning, he
goals are achieved. is responsible for the company’s operations.

She joined BUA International Limited in January 2021 and In 2019, Isyaku managed the merger
is currently the Group Chief Legal Officer, Corporate & of two cement companies (Cement
Commercial, where she manages and executes all corporate Company of Northern Nigeria Plc and
and commercial negotiations and transactions. She was Kalambaina Cement). Prior to this, while
appointed as Company Secretary to the board of BUA Foods in Seplat Petroleum Company in 2017, he
Plc in December 2021. successfully developed an economic model
for upstream oil and gas.
She was the Chief Legal Officer and Company Secretary of
Ibadan Electricity Distribution Company PLC, Ibadan, Oyo State He obtained a Bachelors’ degree in
from 2016 to 2020. In 2010, she joined Afren Nigeria as the Business Economics from the University of
Deputy General Counsel. Subsequently, she held the position Hertfordshire, Hatfield.
of Legal Manager in Sahara Group, a leading international
energy and infrastructure conglomerate between 2007 and He was appointed to the Board of BUA
2010. Oluseye commenced her career at Chief Rotimi Williams Foods Plc as an Executive Director in
Chambers, in 2002, following which she worked at Adepetun, November 2021.
Caxton Martins, Agbor and Segun, a Law firm in Lagos, Nigeria
between 2004 and 2006.

Oluseye is a Barrister and Solicitor of the Supreme Court of

Nigeria, with over 20 years extensive experience in several
sectors including oil and gas, power, and the FMCG sector.

Oluseye is an alumnus of the University of Jos, Plateau State

(LLB) (1999) and Nigerian Law School (BL) (2000). She is also a
member of the Nigerian Bar Association, Institute of Chartered
Arbitrators (UK Chapter), Association of International Petroleum
Negotiators and the Institute of Chartered Secretaries and
Administrators of Nigeria.

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Leadership Team

Godspower Ashok
Sivwete Kumar
Plant Director for Sugar Ag. Division Director
Division of BUA Foods Flour and Pasta

G A
odspower Sivwete is a seasoned project shok an expert miller, was appointed as the
management professional, industrial Acting Divisional Director, Flour and Pasta
automation expert and an astute leader. Division of BUA Foods Plc during the first
quarter of 2022.
He joined BUA Sugar in September 2006 as a Manager
in charge of Instrumentation and Automation systems He joined BUA Group in 2009 and had been playing
of the Sugar refinery and rose to the position of General a vital role in contributing towards plant maintenance
Manager (Projects) in charge of the Port Harcourt operations and projects within the Flour/Pasta division
Sugar, Pasta, and Flour mill projects in 2013, until of BUA Foods.
2017 when he was appointed the General Manager in
charge of the Lagos Sugar Refinery operations. Prior to joining BUA Group, Ashok gained an in-
depth knowledge of the milling discipline working at
Prior to the Restructuring, he was appointed as the Emirates Grain Products limited, Sumithi Flour Mills in
Plant Director, BUA Sugar Refinery Limited (Lagos and Bangalore to mention a few.
Port Harcourt) in February 2021.
Ashok Kumar Khajuria is a seasoned professional
He started his career in Dangote Sugar Refinery Plc in with over 20 years of cross-cultural experience
March 2000 as Instrumentation and Control Systems in flour milling and managing production plant
Engineer, and later joined Nigeria Bottling Company, operations with key focus on bottom line profitability.
bottlers of Coca Cola products in Nigeria, in 2004, Ashok’s expertise includes, but is not limited to plant
where he held the position of production leader operations, workforce management, quality assurance
and maintenance engineer covering operations and and process optimization.
engineering management services.
In 1996, he obtained a diploma in Electronic and
He obtained a Higher National Diploma (“HND”) in Communication Engineering from the State Board
Instrumentation Engineering from the Petroleum of Technical Education in India, took an ISMT Milling
Training Institute (1997) and a Master of Engineering Course from Central Food Technology & Research
degree in Industrial Automation from the Engineering Institute in Karnataka, India in 2005, and subsequently
Institute of Technology, Perth Australia (2018). He is a obtained a certificate in Pasta Production from
certified Automation Professional of the International Northern Crop Institute, North Dakota, USA.
Society of Automation, USA. In addition, he also holds
a Master of Business Administration degree from Asia-
Pacific International College Sydney Australia (2014).

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Leadership Team

Labaran Abdullahi
Saidu Aminu
Plant Director for General Manager of
LASUCO operations Rice Division
division

L A
abaran Saidu is an experienced Engineer and bdullahi Aminu is an astute business
an excellent leader. He is the Plant Director administrator who was appointed in 2017 as
for LASUCO operations division. Prior to his the General Manager of BUA Rice Mills Limited
appointment as the Plant Director, Labaran worked as and has since participated in significant projects such
the Chief Engineer between 2010 to 2013 where he as piloting the BUA Anchor Borrower Programme and
coordinated all engineering activities of the factory, managing the 400 MT Parboiling Plant Rice Mill Kano
and prior to that, he was the head of Mechanical Brown Field Project.
Engineering between 2006 and 2010 at BUA Sugar
Refinery Limited. He has over 22 years industry Prior to this role, he served as the General Manager
experience cutting across plant commissioning, of BUA Estates Development company for three years.
upgrades maintenance, and projects implementation; He has over 25 years experience in the financial
and participated in the engineering design and sector working in various roles. Prior to joining BUA,
procurement of the 10000TCD LASUCO sugar factory. he has worked at Union Bank, Afribank, International
Trust Bank and Unity Bank. He served as the Resident
Labaran previously worked as a Piping Engineer Controller for Unity Bank Plc, overseeing compliance
and rose up to Senior General Manager at Dangote between 2008 to 2014. He also served as the District
Sugar Refinery Plc where he supervised the refinery Manager, Maiduguri at Intercellular Nigeria Plc, where
operations. he recorded an unprecedented subscriber recruitment
into the brand.
He holds a HND in Metallurgical Engineering from the
Federal Polytechnic Idah (1993) and he is currently He holds a Bachelor’s degree in Business
undergoing a Master’s program in Policy and Strategic Administration from Ahmadu Bello University (2004)
Studies from Kwara State University. and a Master’s in Industrial Labour Relations from
University of Maiduguri (2008).
He is a member of the Nigeria Society of Engineers
where he has attended numerous trainings.

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Leadership Team

Adewunmi
Desalu
Director for Marketing
and Corporate
Communications

A
dewunmi Desalu is an experienced strategist
and brand management professional. She
was appointed Director for Marketing and
Corporate Communications at BUA Foods Plc in 2021.

She has over 15 years’ in-depth experience in Marketing,

Brand management and Customer relationship
management, having worked across sectors including
FMCG, Oil and Gas, Telecommunications, Consumer
electronics, Retail, and Financial services.

She previously worked at Insight Publicis where she rose

through the rank to become a Business Director in the
Brand Management and Production departments. In
that role, she was responsible for driving multifaceted,
consumer-led campaigns through multi-departmental
collaborations from conceptualisation to production,
launch and management with a view to maintaining
relevance for the brands she handled, while helping
the company grow its consumer interest and capture
additional market share.

Over the course of her career, she had a six-year

stint with other companies where she held various
management positions while overseeing the affairs
of reputable brands such as Globacom, Yves Rocher,
Pepsi, VISA, Nestle and Heineken, amongst others.
Adewunmi holds a Bachelor of Science degree in
Biochemistry from Lagos State University (2004) and
a post graduate diploma from the Digital Marketing
Institute in Ireland.

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Corporate Governance Report

Introduction Pasta Limited, BUA Rice Limited, BUA Oil Mills Limited, and
BUA Foods Limited (the “Entities”), further to which BUA
The Board of BUA Foods Plc (“the Company” or “BUA Foods”)
Sugar Refinery Limited (a private limited liability company,
is pleased to present the corporate governance report,
incorporated on 13 April 2005 and commenced business
which provides insight into the Company’s governance
operations in September 2008) emerged as the surviving
structure as well as its compliance with the relevant corporate
entity. As part of the Restructuring, the name of the enlarged
governance codes, guiding good corporate governance
entity was changed to BUA Foods Limited with its operations
practices in Nigeria. This report pertains to the principal
reorganised into five business divisions: Sugar, Flour, Pasta,
activities of the Company for the 2021 financial year.
Rice and Edible Oils. In December 2021, the Company was
converted into a public limited liability company. BUA Foods
BUA Foods Plc was formed in November 2021 following
is affiliated with diverse group companies under the BUA
a restructuring by way of a scheme under Section 711 of
brand that span the food and infrastructure sectors.
CAMA (the “Restructuring”) among BUA Sugar Refinery
Limited (“BUA Sugar Refinery”), IRS Flour Mills Limited, IRS

Subsidiaries of The Company

In October 2021, the shareholders of BUA Sugar Refinery FZE and LASUCO Sugar Company Limited (“Subsidiaries”) each
transferred all their shares to BUA Sugar Refinery Limited thereby making them wholly owned subsidiaries of BUA Foods Plc.

BUA Foods PLC

Sugar Flour Pasta Rice Edible Oils

100% 100%
BUA Sugar LASUCO Sugar
Refinery FZE Company Limited

Divisions Wholly Owned Subsidiaries

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Corporate Governance Report

Incorporation and Share Capital History The Board establishes corporate policies, sets strategic
direction, ensures that an effective internal control
Prior to the Restructuring, the Company had a share capital
environment is in place, and oversees the management
of N20,000,000 (twenty million naira) which was increased to
which is responsible for day-to-day operations. The
N29,537,595 (twenty-nine million, five hundred and thirty-
responsibilities of the Board are comprehensively stated in
seven thousand, five hundred and ninety-five naira) by the
the Board charter, highlights of which are as follows:
creation of 9,537,595 (nine million, five hundred and thirty-
seven thousand, five hundred and ninety-five) ordinary
1. To oversee the continuous implementation of corporate
shares at N1.00 each to consolidate the Restructuring.
governance principles and guidelines within the
Furthermore, by a resolution dated 24 November 2021,
Company.
the Company increased its share capital to 18,000,000,000
ordinary shares by the creation of 17,940,924,810 ordinary
2. To approve the Company’s strategies, make decisions
shares of N0.50 each. The existing shares of 29,537,595 of
on capital structure and allocation while monitoring the
N1.00 each were also converted based on the share split to
implementation of those strategies and objectives.
59,075,190 of N0.50 each.

3. To consider and approve the Succession Plan for the

BUA Foods recognises that a sound corporate governance
Board and Senior Staff of the Company.
culture is central to maintaining the trust and confidence
placed in the Board by the shareholders, customers,
4. 
To review and approve Compensation Policy for
suppliers, employees, regulators, and the entire public.
the Company and make decisions relating to the
This also ensures delivery of long-term share value and
appointment, promotion or termination of Senior
consistent good returns on investment. As part of the
Management staff.
Company’s growth, strong governance framework is in
place to safeguard the shareholders’ investments.
5. To ensure that the Company maintains a sound system
of internal controls to safeguard the investments and
Accordingly, the Board has established governance processes
assets of the Company.
and policies founded on the pillars of accountability,
efficiency, effectiveness, fairness, responsibility, transparency,
6. o review and approve the annual operating budget
T
and independence. The Company’s governance structure
and annual capital budget consistent with the long-
ensures that managers at every level are held accountable
range financial plan and financial policies.
and stakeholders’ views are taken seriously, timely and
accurate disclosures of all material matters are made, high
7. To approve the annual financial statements, interim
standards of business ethics and integrity are maintained,
reports and any ancillary documents related thereto.
and risks are managed prudently, while pursuing business
objectives. To ensure good corporate governance practices,
8. 
To oversee the establishment, implementation and
the Company will continue to review its governance
monitoring of a Company-wide risk management
processes from time to time to align with the various
framework to identify, assess, accept and manage
applicable local legislation and international best practices.
business risks facing the Company.

The Board 9. 
To oversee the Company’s corporate sustainability
The Board is the highest governing authority within the practices regarding its economic, social and
Company. It is led by the Chairman and includes individuals environmental obligations.
who are distinguished by their high level of competencies,
business and commercial experience, integrity, and The Board delegates its authority to its committees and
independence of opinion. Directors of the Company possess the operational management of the Company’s business
the right balance of expertise, skills and experience, which to the Managing Director who reports to the Board and
enhances the performance of the Board and Management who can sub-delegate any of his duties as appropriate.
in directing and managing the affairs of the Company in an Notwithstanding, the Board recognises that the delegation
ever changing and challenging environment. The Board is of its functions and authorities to any committee and the
accountable to the shareholders and other stakeholders to management does not absolve its overall responsibility for
deliver long term and sustainable value through effective governance.
oversight of the Company’s business.

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The Delegation of Authority Matrix approved by the Board approved by the Board of Directors and is responsible for
defines the relevant approving entity (Managing Director, coordinating the day-to-day activities of the Company. The
Board or Shareholders) for various transactions and business Board establishes corporate policies, sets strategic direction,
decisions for the Company, including authority to commit to ensures that an effective internal control environment is in
a transaction or risk. place, and oversees the management which is responsible
for day-to-day operations. The Board recognises that
Composition of the Board delegating its functions and authorities to any committee
and the management does not absolve its overall
Prior to the merger, Abdulsamad Rabiu, CON, Kabiru Rabiu
responsibility for governance.
and Chimaobi Madukwe were the Directors of BUA Sugar
Refinery Limited, the surviving entity, which subsequently
became BUA Foods Plc. However, on 26 November 2021, Company Secretary
Imran Rashid, Finn Arnoldsen, Saratu Umar, Abdulrasheed The Company Secretary and Chief Legal Adviser provides
Olayiwola, Ayodele Abioye and Isyaku Rabiu were appointed support, governance advice and guidance to the Board
to the Board of BUA Foods. and individual Directors, on their powers, duties and
responsibilities. The Company Secretary ensures that all
As at 31 December 2021, the Board was composed of regulations and procedures for the conduct of affairs of the
nine Directors with diverse skills in manufacturing, supply Board are complied with at all times. The Company Secretary
chain, engineering, business, finance, risk management, also serves as the Secretary to all the Board Committees and
compliance, corporate governance and project attends all meetings of the Board and Committees.
management. The Directors consist of six Non-Executive
Directors, one of whom is an Independent Non-Executive Board Appointment Process
Director and three Executive Directors, one of whom is also
The Governance, Establishment, and Remuneration
the Managing Director/Chief Executive Officer.
Committee (“Governance Committee”) is responsible for
continuously reviewing the qualities and skills needed to
This is in alignment with global best practices that
complement the Board. The Board policy on appointment
encourages a higher percentage of Non-Executive Directors
of Directors provides that upon the recognition of an exit or
to Executive Directors. All Directors are distinguished by
vacancy on the Board, the Governance Committee should
their high level of competencies, business and commercial
develop and document specifications of the skills, personal
experience, integrity and independence of opinion.
attributes, knowledge and experience required to fill the
gap.
The Chairman and the Managing Director/
Chief Executive Officer The policy further provides for the identification and
The roles of the Chairman and the Managing Director/ interview of prospective candidates by the Governance
Chief Executive Officer of the Company are distinct and Committee, comparison of their experiences with the
not occupied by the same person. The Chairman’s main specifications earlier identified and then nomination of
responsibility is to lead and manage the Board to ensure prospective Directors for the Board’s consideration- which
that it operates effectively and fully discharges its legal may be approved or rejected by the Board.
and regulatory responsibilities. He is also responsible
for the overall operation and governance of the Board, A formal induction program is subsequently conducted
management of the Board’s business and setting of the for the new Director(s) to ensure that he/she is adequately
Board agenda in consultation with the Managing Director/ acquainted with the Board’s practices and the Company’s
Chief Executive Officer and the Company Secretary. operations. In addition to an appointment letter
documenting the roles and responsibilities, new appointees
The Chairman also facilitates the contribution of other also receive copies of the Board Charter, Committee
Directors, promotes effective relationships, and open Charters, other approved Governance Policies and the
communication between the Executive and Non-Executive Company’s Memorandum of Association.
Directors, both inside and outside the Boardroom.
All Directors are encouraged to continue to update their skills
The Managing Director/ Chief Executive Officer executes and knowledge on an individual basis while the Company
the powers delegated to him in accordance with guidelines provides additional training for Directors continuously. The

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training courses organised for the Directors are geared All Directors are provided with notices, agenda and meeting
towards giving the Directors a broader understanding and papers in advance of each meeting to enable Directors
knowledge of the regulatory and competitive environment adequately prepare for the meeting. Where a Director is
in which the Company operates. unable to attend a meeting, he/she is still provided with
relevant papers for the meeting. Such a Director also
Board Meetings reserves the right to discuss with the Chairman any matter
he/she may wish to raise at the meeting. Directors are also
The Board meets regularly to perform oversight functions
provided with regular updates on developments in the
and monitor the performance of management, ensuring
regulatory and business environment.
that actions are taken on a fully informed basis, in good
faith with due diligence and in the best interest of all
The Board of Directors of BUA Sugar Refinery Limited, the
stakeholders. The Board ensures that it meets at least once
surviving entity, prior to the conversion, met four times
in a quarter and emergency Board meetings are scheduled
during the period under review.
whenever business exigencies arise which require the urgent
attention of the Board. The Board maintains regular contact
with Management between meetings.

Attendance Register of members of the Board for the year ended 31 December 2021:
Date of Meeting and Attendance
Name of Director 21/01/2021 07/04/2021 08/07/2021 04/10/2021
Abdulsamad Rabiu, CON    
Kabiru Rabiu    
Chimaobi Madukwe    
Finn Arnoldsen    
Saratu Umar    
Imran Rashid    
Ayodele Abioye    
Abdulrasheed Olayiwola    
Isyaku Rabiu    

= Present =Appointed with effect from 26 November 2021.

Board Committees carry out oversight functions and make recommendations

to the main Board. The Committees render reports to the
The Board carries out its responsibilities through four
Board on their activities at Board meetings in accordance
Committees, which have clearly defined Terms of Reference,
with the Board reporting matrix.
setting out their powers, tenure and responsibilities.
The Committees include; Finance and General-Purpose
The Board retains responsibility for final decision making
Committee, Governance, Establishment, and Remuneration
while committees are tasked with making recommendations
Committee, Board Audit Committee and Risk Management
on matters presented to them.
Committee. The Statutory Audit Committee will be
constituted at the Annual General Meeting for the 2021
financial year end, in compliance with the provisions of
Finance and General-Purpose Committee
the Companies and Allied Matters Act, 2020 for public This Committee is responsible for reviewing and providing
companies. recommendations to the Board on matters relating to
finance, strategy, capital and investment planning and
The Board Committees are constituted to discuss broad budgetary performance. Its functions among others include
policies for the Company’s business and operations, help reviewing the financial performance of the Company, vetting
the Board properly assess management reports, proposals, the budget, reviewing the capital structure of the Company

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and any changes therein; reviewing contracts for capital Board Audit Committee
projects beyond the approval limits of the Management;
The Board Audit Committee (BAC) is charged with the
and periodically reviewing the Company’s financial position
oversight functions as it relates to the Company’s financial
including its liquidity. The Finance and General-Purpose
reporting process, the audit process, the company’s
Committee was constituted formally on 28 January 2022.
system of internal controls and compliance with laws and
regulations. The BAC is made up of only Non-Executive
Composition of the Finance and General-Purpose
Directors and is headed by an Independent Non-Executive
Committee
Director in line with best corporate governance practices.
a) Kabiru Rabiu - Chairperson
The BAC’s composition is as stated below:
b) Chimaobi Madukwe - Member
c) Finn Arnoldsen - Member
1. Saratu Umar - Chairperson
d) Ayodele Abioye - Member
2. Chimaobi Madukwe - Member
e) Abdulrasheed Olayiwola - Member
3. Finn Arnoldsen - Member
f) Isyaku Rabiu - Member
4. Imran Rashid - Member

Governance, Establishment and

Shareholders
Remuneration Committee
The Company’s General Meetings are conducted in a
The Governance, Establishment and Remuneration
transparent and fair manner. The General Meeting of the
Committee is responsible for making recommendations to
Company is the highest decision-making body of BUA Foods.
the Board on the nomination and appointment of Directors,
Shareholders have the opportunity to express their opinions
review of staff remuneration, appointment and discipline of
on the Company’s financial results, all agenda matters and
senior management staff and other establishment matters.
matters relating to the Company in general. Representatives
The Committee is also responsible for assessing and planning
of shareholders’ associations and regulatory bodies such as
Board composition, succession and remuneration. The
the Securities and Exchange Commission (SEC), the Nigerian
Governance, Establishment and Remuneration Committee
Exchange Limited (NGX) and Corporate Affairs Commission
was formally constituted on 28 January 2022.
(CAC) are invited to attend the Annual General Meetings.
The Company has an Investor Relations Unit, which deals
Composition of the Governance, Establishment and
directly with enquiries from shareholders and ensures that
Remuneration Committee
shareholders’ views are escalated to Management and the
a) Saratu Umar - Chairperson
Board.
b) Kabiru Rabiu - Member
c) Chimaobi Madukwe - Member
The Board ensures the protection of statutory and general
d) Finn Arnoldsen - Member
rights of shareholders at all times particularly the rights
e) Imran Rashid - Member
to vote at general meetings. All shareholders are treated
equally, regardless of volume of shareholding or social
Risk Management Committee status.
The Risk Management Committee is responsible for
reviewing and providing recommendations to the Board Information Flow and Access to
on matters relating to the Company’s risk management Management
policy including risk appetite and strategy, reviewing and
Comprehensive Board papers are circulated to the Directors
recommending the Company’s health, safety, security, and
before each meeting of the Board and Board Committees.
environment policies to the Board for approval. The Risk
The Board papers highlight and address the agenda items
Management Committee was formally constituted on 28
on which the Managing Director/Chief Executive Officer will
January 2022.
report and identify areas requiring approvals and decisions
of the Board. The Board has a good line of communication
Composition of the Risk Management Committee
with Management and can request the presence of any
a) Imran Rashid - Chairperson
senior management staff to provide information when
b) Chimaobi Madukwe - Member
required at its meetings. The Company Secretary is always
c) Saratu Umar - Member
available to advise individual Directors on corporate
d) Ayodele Abioye - Member
governance matters.

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Access to Independent Advice and potentially price sensitive information are aware of the
prohibition imposed by law against using, disclosing (other
In compliance with global best practices, the Board enjoys
than in the normal course of the performance of their duties)
access to independent professional advice to enable the
or encouraging transactions in securities on the basis of
Directors carry out their responsibilities.
such inside information. In addition to obligations imposed
by law, BUA Foods firmly ensures that Board members,
Whistleblowing Policy employees and external stakeholders safeguard confidential
The Company is committed to fair and ethical business information and potentially price sensitive information.
practices with transparency and integrity. Hence, BUA
Foods has a clear whistleblowing policy that ensures all Succession Policy
employees, contractors, agents, partners, bankers, other
In order to maintain continuity and stability of the Company,
service providers, suppliers, shareholders, host communities
the Board has approved a robust Succession Policy for
and the general public are given a channel through which
identifying and developing successors for critical roles
they can report all matters they suspect involving illegal,
within the Board and Executive Management level of the
unethical, harmful or improper conduct. All matters reported
organisation. The policy outlines the succession plan for
are accepted and treated with confidentiality to the identity
BUA Foods, which includes:
of the whistleblower.

a. Determining the roles central to the achievement of the

Complaints Management Policy Company’s objectives;
BUA Foods is committed to providing high standards of b. Selecting top performers that will form the talent pool
services for shareholders including a platform for efficient for the identified roles; and
handling of shareholder’s complaints and enquiries c. Designing and implementing a training plan to prepare
enabling shareholders to have shareholder related matters the selected persons for identified positions.
acknowledged and addressed. Sufficient resources are
provided to ensure that shareholders’ complaints and Board Evaluation Policy
enquiries are dealt with adequately and in an efficient and
In furtherance of the Company’s commitment to excellence
timely manner, as well as facilitating efficient and easy access
and continuous development, the Board has adopted a
to shareholder information.
Board Evaluation Policy in its Charter.
The Company’s policy is designed to ensure that complaints
The Policy provides a systematic and ongoing method for
and enquiries from the Company’s shareholders are
evaluating the performance of the Board, Board Committees
managed in a fair, impartial, efficient and timely manner.
and individual Directors. On an annual basis, an external
Further, this policy recognises the importance of effective
consultant will review the effectiveness of the Board and
engagement in promoting shareholder/investor confidence
its members in an objective, independent and fair manner.
in the Company.
Internal evaluations will also be conducted as the Board
is responsible for annually evaluating the performance of
This policy will enable BUA Foods and its Registrar to provide
the Managing Director/Chief Executive Officer, while the
assistance regarding shareholders’ issues and concerns. It
Managing Director/Chief Executive Officer reviews the
also provides the opportunity for BUA Foods’ shareholders
performance of other Executive Directors.
to provide feedback to the Company on matters that affect
shareholders. This policy only relates to the Company’s
shareholders and does not extend to its customers, suppliers
Directors’ Training Policy
or other stakeholders. The Board has a policy on Directors’ training which ensures
that there is a structured, systematic and continuous
Insider Information Policy development of its Directors. The policy contains the
Company’s plan for equipping Directors to perform their
The Company has a policy on insider information and
duties effectively and efficiently. The training plan for
prohibition of insider dealings as required by rules and
Directors is developed by the Company Secretary and
regulations. BUA Foods’ Insider Information Policy is to
approved by the Chairman of the Board on an annual basis.
generally ensure that Board members, employees and its
At the minimum, each Director is to attend one core-training
general stakeholders who have knowledge of confidential
programme every financial year.

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Induction of New Directors term success. We are focused on fostering the economic
and social development of the Nigerian and indeed wider
The Board has a formal induction programme developed
African community in which the Company operates.
and implemented to ensure that new Board members
are adequately acquainted with the Board’s purpose,
In furtherance of this commitment and focus, we carry out
responsibilities, practices and the Company’s operations.
our operational activities in a manner that has minimal
Newly appointed Directors of the Company will be required
impact on the environment through strict adherence to
to undergo an induction programme within 3 months of
emission standards, reduced fresh water use, water recycling
assumption or at a later time as coordinated by the Company
and land reclamation.
Secretariat. The mode of delivery could be a combination
of face-to-face boardroom sessions, e-learning, email,
teleconferencing, video conferencing, and familiarisation
Stakeholders Engagement
tour around the Company’s key business locations. Towards the formation of BUA Foods Plc, the Board ensured
that all critical stakeholders among whom are staff across
Conflict of Interest Policy all the business subsidiaries, regulatory agencies such as
CAC, NGX and SEC, as well as our numerous vendors and
To assist Directors and other senior officers of the Company
strategic partners were adequately engaged to ensure
in recognising, dealing with and disclosing actual or
the free flow of communication, business integrity, and
perceived conflicts of interests, the Board has approved a
adherence to business ethics. All needful filings involving
Conflict of Interest Policy for the Company.
name change, increase in share capital etc., were done and
all approvals received which culminated in the official listing
The Policy mandates new Directors to declare their interests
by introduction of the Company on the NGX on 5 January
in any entities in which he/she is a director, officer, servant,
2022.
creditor or holder of substantial shares or securities. In
addition, any Director who has an interest in a related party
transaction shall declare his or her conflict to other Directors
Event after Reporting Date
prior to the meeting and recuse himself or herself from any BUA Foods has met the NGX’s free float requirement; as at
discussions and voting on the transaction at the Board or 1 March 2022, the Company had a N50.22 billion free float
Board Committee meeting. market capitalisation.

Code of Ethics Compliance Statement

The Company upholds the highest standards of transparency, The Company’s corporate governance strategies and
disclosure and ethics. The Company has an approved Code initiatives are geared towards complying with the Nigerian
of Conduct designed to guide employees and enable Code of Corporate Governance 2018, the SEC’s Guidelines
effective decision making at all levels of the business on Corporate Governance, 2020, the Companies and Allied
according to defined ethical principles. New employees are Matters Act, 2020 and the disclosure requirements under
required to read and sign an attestation signifying that they the NGX’s Listing Requirements and Rules.
understand the contents of the code.
Board Diversity

BUA Foods believes in the increased innovation and

performance that result from diversity. Thus, in making
appointments to the Board or employment within the
Company, due cognisance is taken towards ensuring Oluseye Alayande
that there is a diversity of gender, ethos, experience and Company Secretary
academic background across the Company. FRC/2014/NBA/00000007513

Sustainability 7 April 2022

At BUA Foods, we are conscious that a solid commitment
to incorporating sound environmental and social standards
in our business operations is key to safeguarding our long-

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Directors’ Report
For the year ended 31 December 2021

In compliance with the Companies & Allied Matters Act, 2020 (CAMA), the Directors of BUA Foods Plc (formerly BUA Sugar
Refinery Limited) (“the Group”) are pleased to present to members of the Group, the audited financial statements for the year
ended 31 December 2021.

a. Legal Form 
Furthermore, by share transfer forms, each dated
11 October 2021, the shareholders of BUA Sugar
BUA Foods Plc (“BUA Foods” or the “Company”) was
Refinery FZE and LASUCO Sugar Company Limited
formed in November 2021 following a scheme of
(“Subsidiaries”) transferred all their shares to BUA Sugar
restructuring under Section 711 of CAMA involving BUA
Refinery Limited (now BUA Foods Plc) thereby making
Sugar Refinery Limited, IRS Flour Mills Limited, IRS Pasta
them wholly owned subsidiaries of BUA Foods Plc.
Limited, BUA Rice Limited, BUA Foods Limited and BUA
Oil Mills Limited, further to which BUA Sugar Refinery
Limited (a private limited liability company, incorporated
b. Principal Activities
on 13 April 2005 and commenced business operations The principal activities of the Company are processing,
in September 2008) emerged as the surviving entity. manufacturing, production and distribution of food
materials such as sugar, flour, pasta, rice, and edible
As part of the restructuring, in December 2021, the oils, as well as packaged foods. These activities are
Company was converted into a public limited liability conducted primarily in Nigeria.
company while the name of the enlarged entity
was changed to BUA Foods Plc with its operations c. State of Affairs
reorganised into five business divisions: Sugar, Flour,
In the opinion of the Directors, the state of affairs of the
Pasta, Rice and Edible Oils. BUA Foods is affiliated with a
Company is satisfactory and there has been no material
diverse group of companies under the BUA brand that
change after the reporting year save for the free float
span the food and infrastructure sectors.
requirement of the Nigerian Exchange Limited which
has now been met as at 1 March 2022.

d. Results for the Year

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Revenue 333,272,234 192,860,037 230,517,695 177,683,946

Profit before tax 77,468,721 47,249,188 78,347,519 44,909,332
Income tax expenses (7,700,636) (11,842,270) (7,700,636) (11,842,270)
Profit after tax 69,768,085 34,406,918 70,646,883 33,067,062

e. Dividend Declaration
The Board of Directors (“the Board”) recommends for the approval of shareholders, a payment of N3.50k dividend per 1
ordinary share of 50 kobo each, out of the profits declared in the financial year ended 31 December 2021 (2020: Nil).

If approved, dividends paid to shareholders will be subject to the deduction of withholding tax at the appropriate rate at
the time of payment.

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f. Property, Plant, and Equipment

Information relating to changes in property, plant and equipment is disclosed in Note 10 to the financial statements. In
the opinion of the Directors, the market value of the Company’s property, plant and equipment is not less than the value
shown in the financial statements.

g. Charitable Contributions
The Company made three charitable donations amounting to N14.1million during the year ended 31 December 2021
(2020: Nil). Food items were donated to 15 communities in Edu Local Govt, Kwara State and host communities in Port-
Harcourt, Rivers State while a Volleyball Court was constructed at the National Youth Service Corp (NYSC) Permanent
Orientation Camp in Kwara State.

h. Directors
The names of the Directors at the date of this report and of those who held office during the year are as follows:

1. Abdulsamad Rabiu, CON Chairman Appointed 26 November 2021

2. Ayodele Abioye Acting Managing Director Appointed 26 November 2021
3. Abdulrasheed Olayiwola Executive Director/CFO Appointed 26 November 2021
4. Isyaku Rabiu Executive Director Appointed 26 November 2021
5. Kabiru Rabiu Non-Executive Director Appointed 26 November 2021
6. Chimaobi Madukwe Non-Executive Director Appointed 26 November 2021
7. Rashid Imran Non-Executive Director Appointed 26 November 2021
8. Finn Arnoldsen Non-Executive Director Appointed 26 November 2021
9. Saratu Umar Independent Non-Executive Director Appointed 26 November 2021

i. Directors and Directors’ Interests

The direct and indirect interests of Directors in the issued share capital of the Company, as recorded in the Register of
Directors’ Shareholding and as notified by the Directors for complying with Section 301, of CAMA are as follows:

Representing No of Shares Held Shareholding

Direct Shareholders (Units) (%)

Abdulsamad Rabiu, CON 16,172,851,967 89.849

Kabiru Rabiu 1,101,654 0.006

No of Shares Held Shareholding

Indirect Shareholders (Units) (%)

Abdulsamad Rabiu, CON BUA Group Limited 971,475 0.005

BUA International Limited 583,372 0.003
BUA Industries Limited 485,433 0.003

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J. 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 that they were members or held shareholding of some specified companies that could be regarded as
interested in any contracts with which the Company was involved as at 31 December 2021.

k. Shareholding Analysis
Prior to the restructuring, the Company had 20,000,000 (twenty million) ordinary shares at N1.00 each. The number
of shares was increased to 29,537,595 (twenty-nine million, five hundred and thirty-seven thousand, five hundred and
ninety five) by the creation of 9,537,595 (nine million, five hundred and thirty-seven thousand, five hundred and ninety
five) ordinary shares at N1.00 each to effect the restructuring. Furthermore, by a resolution dated 24 November 2021,
the Company increased its authorised share capital to 18,000,000,000 ordinary shares by the creation of 17,940,924,810
ordinary shares of N0.50 each. Existing shares of 29,537,595 of N1.00 each were also converted based on the share split
to 59,075,190 of N0.50 each.

At 31 December 2021, the analysis of shareholding in the Company was as follows:

No of Shares Held Shareholding
Units %

Abdulsamad Rabiu, CON 16,172,851,967 89.849

Isyaku Rabiu (Jnr) 1,792,096,099 9.956
BUA Group Limited 971,475 0.005
Kabiru Rabiu 1,101,654 0.006
BUA International Limited 583,372 0.003
BUA Industries Limited 485,433 0.003
CardinalStone Trustees Limited 31,910,000 0.177
18,000,000,000 100

Substantial Shareholders
According to the register of members as at 31 December 2021, no individual shareholder held more than 5% of the issued
share capital of the Company except the following:

Shareholders No. of Shares Held % of Shareholding

Abdulsamad Rabiu, CON. 16,172,851,967 89.849

Isyaku Rabiu (Jnr) 1,792,096,099 9.956

l. Employment of Disabled Persons m. Health, Safety, and Welfare at Work of

The Company has an employment policy which does Employees
not discriminate against the disabled. There were no The Company is fully committed to employees’ wellbeing
disabled persons in the Company’s employment during and would continue to seek better ways of guaranteeing
the 2021 financial year (2020: Nil). their wellbeing. The Company provides subsidy to all
employees for medical, transportation, housing etc.

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The Company operates both Company Personal The policy also prevents them from releasing such price
Accident and the Workmen’s Compensation Insurance sensitive information to their privies or agents for the
covers for the benefit of its employees. The Company purpose of trading in the company’s shares.
subscribes to the contributory scheme established by
the Pension Reform Act 2014 and makes contributions r. Human Resources Policy
to employees’ retirement savings accounts held with
The Company conforms with all regulatory requirements
their respective Pension Fund Administrators.
in the employment of staff, whilst also ensuring that only
fit and proper persons are approved for appointment to
n. Employees’ Training and Involvement board or top management positions.
The Company believes that its employees are an
invaluable asset. It focuses on developing employees’ All prescribed pre-employment screening for prospective
talents and equipping them with the knowledge and employees and other requirements for regulatory
skill to fulfil their potential. The Company places high confirmation of top management appointments are
premium on training and development and as such it duly implemented.
sponsors both local and international training courses
for employees. s. Approval of Financial Statements
The Directors, on 7 April 2022 approved these financial
At BUA Foods Plc, all employees are involved in plotting
statements for issue to the shareholders of the Company.
the future of the business, with open communication
playing a pivotal role. Effective channels exist to keep
employees fully informed about the Company’s
t. Subsequent Events
performance and progress. Employees make On 5 January 2022, BUA Foods Plc was listed by
suggestions to improve the Company’s processes at introduction on the main Board of the Nigerian
various general staff meetings. Through well-designed Exchange Limited (NGX). A total of 18 billion ordinary
and implemented incentive schemes, employees are shares of BUA Foods Plc were listed at N40.00 per share
also encouraged to participate in the ownership of the under the consumer goods sector of the NGX.
business.
u. Independent Auditor
o. Clawback Cases/Fines and Penalties PricewaterhouseCoopers has indicated willingness to
None continue in office in accordance with Section 401 of the
Companies and Allied Matters Act 2020.
p. Own Shares Acquisition
By order of the Board of Directors
The Company did not purchase any of its own shares
during the financial year ended 31 December 2021.

q. Securities Trading Policy

In compliance with the requirement of Section 14 of
the Nigerian Exchange Limited amended rules, the Oluseye Alayande
Company has in place a Security Trading Policy which Company Secretary
is designed to prevent Insider Trading in the Company’s FRC/2014/NBA/00000007513
securities by Board Members, Executive Management, 7 April 2022
Managers, other staff (who are privy to price sensitive
information) and persons that are closely related to
them who are privy to price sensitive information.

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STATEMENTS
Statement of Directors’ Responsibilities 90
Statement of Corporate Responsibilities 91
Independent Auditors’ Report 92
Consolidated and Separate Statements of
Profit or Loss and Other Comprehensive Income 96
Consolidated and Separate Statements of
Financial Position 97
Consolidated and Separate Statements of
Changes in Equity Group 98
Consolidated and Separate Statements of
Changes in Equity Company 99
Consolidated and Separate Statements of
Cash Flows 100
Notes to the Consolidated and
Separate Financial Statements 101
Value Added Statement 159
Five-Year Financial Summary 161

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Statement of
Directors’ Responsibilities
For the year ended 31 December 2021

The Companies and Allied Matters Act requires the Nothing has come to the attention of the Directors
Directors to prepare financial statements for each to indicate that the Company will not remain a going
financial year that give a true and fair view of the state concern for at least 12 months from the date of this
of financial affairs of the Company at the end of the statement.
year and of its profit or loss. The responsibilities include
ensuring that the Company:

a) keeps proper accounting records that disclose, with

reasonable accuracy, the financial position of the Abdulsamad Rabiu CON
Chairman
Company and comply with the requirements of the
FRC/2014/IODN/00000010111
Companies and Allied Matters Act;
7 April 2022
b) establishes adequate internal controls to safeguard
its assets and to prevent and detect fraud and other
irregularities; and

c) prepares its financial statements using suitable

accounting policies supported by reasonable
and prudent judgements and estimates that are
consistently applied.
Ayodele Abioye
Acting Managing Director
The Directors accept responsibility for the financial
FRC/2022/PRO/FORMC07/003/00000023864
statements, which have been prepared using appropriate
accounting policies supported by reasonable and 7 April 2022
prudent judgements and estimates, in conformity with
the International Financial Reporting Standards and the
requirements of the Companies and Allied Matters Act.

The Directors are of the opinion that the financial

statements give a true and fair view of the state of
the financial affairs of the Company and of its profit.
Abdulrasheed Olayiwola
The Directors further accept responsibility for the
Executive Director and the Chief Financial Officer
maintenance of accounting records that may be relied
FRC/2014/ICAN/00000010407
upon in the preparation of financial statements, as
well as adequate systems of internal financial control. 7 April 2022

90 BUA Foods Plc. Annual Report and Accounts 2021

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Statement of
Corporate Responsibilities
For the year ended 31 December 2021

Pursuant to Section 405 of the Companies and Allied We hereby certify that based on our knowledge,
Matters Act, 2020, we confirm that we have reviewed the the Financial Statements do not contain any untrue
audited financial statements of BUA Foods Plc (formerly statement of material fact or material omission that
BUA Sugar Refinery Limited) for the year ended 31 may make the financial statements misleading and the
December 2021. financial statements fairly presents in all material respects
the financial condition and results of operations of the
We acknowledge our responsibility for establishing and Group for the year ended 31 December 2021.
maintaining internal controls within BUA Foods Plc and
have designed such internal controls to ensure that
material information relating to the Group is made known
to us by other officers of the Group, particularly during
the period in which the audited financial statements were
prepared.

We have evaluated the effectiveness of the Group’s

internal controls within 90 days prior to the date on our
audited financial statements, and certify that the Group’s
internal controls are effective as of that date.
Ayodele Abioye
Acting Managing Director
We also confirm that the Group’s auditors and Board of FRC/2022/PRO/FormCO7/003/000000/23864
Directors have been informed about the following:
7 April 2022
i. all significant deficiencies in the design or operation
of internal controls which could adversely affect the
Company’s ability to record, process, summarise
and report financial data, and has identified for
the company’s auditors any material weaknesses in
internal controls, and

ii. 
whether or not, there is any fraud that involves
management or other employees who have a
significant role in the Group’s internal control.

During the year, there were no significant changes in Abdulrasheed Olayiwola

internal controls or in other factors that could significantly Executive Director/Chief Financial Officer
affect internal controls subsequent to the date of our FRC/2014/ICAN/00000010407
evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses. 7 April 2022

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Independent
Auditors’ Report

92 BUA Foods Plc. Annual Report and Accounts 2021

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Independent
Auditors’ Report

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Independent
Auditors’ Report

94 BUA Foods Plc. Annual Report and Accounts 2021

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Independent
Auditors’ Report

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Consolidated and Separate Statements of

Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2021

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
Note N'000 N'000 N'000 N'000

Revenue from contracts with customers 5 333,272,234 192,860,037 230,517,695 177,683,946

Cost of sales 6a (230,312,612) (129,287,202) (161,234,006) (119,936,196)
Gross profit 102,959,622 63,572,835 69,283,689 57,747,750

Administrative expenses 6a (14,626,871) (10,422,193) (12,477,991) (7,883,479)

Net impairment writeback on financial assets 6c 143,283 383,728 143,283 383,729
Selling and distribution expenses 6a (10,135,699) (4,013,384) (7,412,040) (3,657,494)
Other income 7 1,554,540 1,543,010 30,552,756 1,542,693
Operating profit 79,894,875 51,063,996 80,089,697 48,133,199

Finance income 8 2,892,019 30,999 2,892,019 30,999

Finance cost 8 (5,047,646) (3,599,925) (4,363,670) (3,008,984)
Finance costs - net (2,155,627) (3,568,926) (1,471,651) (2,977,985)
Minimum tax charge 9a (270,527) (245,882) (270,527) (245,882)
Profit before income tax 77,468,721 47,249,188 78,347,519 44,909,332
Income tax expense 9a (7,700,636) (11,842,270) (7,700,636) (11,842,270)
Profit after tax 69,768,085 35,406,918 70,646,883 33,067,062

Other comprehensive income - - - -

Total comprehensive income for the year 69,768,085 35,406,918 70,646,883 33,067,062

Earnings per share Company

Basic and diluted earnings per share (EPS) (Naira) 18.2 4.24 1.97 4.29 1.84

The accompanying notes on pages 101 to 158 are an integral part of the consolidated and separate financial statements.

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Consolidated and Separate Statements of

Financial Position
For the year ended 31 December 2021

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
Note N'000 N'000 N'000 N'000

Assets
Non-current assets
Property, plant and equipment 10 321,675,653 221,775,648 248,630,430 152,495,692
Right-of-use assets 11 1,036,460 2,047,365 32,008 38,460
Biological assets 12 543,901 555,959 - -
Investment in subsidiaries 23 - - 407,670 407,670
Total non-current assets 323,256,014 224,378,972 249,070,108 152,941,822

Current assets
Inventories 13 24,926,471 20,394,007 15,249,639 14,409,800
Trade and other receivables 14 52,160,076 16,185,239 52,142,637 16,170,189
Cash and balances with banks 15 30,338,785 25,682,934 30,314,360 25,674,862
Due from related parties 21b 162,788,169 87,678,531 235,897,154 160,036,469
Total current assets 270,213,501 149,940,711 333,603,790 216,291,320

Total assets 593,469,515 374,319,683 582,673,898 369,233,142

Equity
Share capital 18 9,000,000 29,538 9,000,000 29,538
Reorganisation and other reserves (943,228) (943,228) 391,961 391,961
Retained earnings 192,661,901 131,864,278 191,200,843 129,524,422
Total equity 200,718,673 130,950,588 200,592,804 129,945,921

Liabilities
Non-current liabilities
Deferred tax liabilities 9c 15,225,186 13,837,780 15,225,186 13,837,780
Borrowings 16 4,889,870 3,834,509 4,889,870 3,834,509
Lease liabilities 11b 33,611 2,801,924 33,611 33,649
Deposit for shares 21b 32,243,723 32,243,723 32,243,723 32,243,723
Total non-current liabilities 52,392,390 52,717,936 52,392,390 49,949,661

Current liabilities
Contract liabilites 5b 40,931,459 25,286,669 40,931,459 25,286,669
Current income tax payable 9b 12,778,745 6,264,936 12,778,745 6,264,936
Lease liabilities 11b 4,292,441 876,004 4,165 39,980
Bank overdraft 15b 2,851,413 9,466,442 2,851,413 9,466,442
Borrowings 16 241,159,110 124,403,218 241,159,110 124,403,218
Trade and other payables 17 38,345,284 24,353,890 31,963,812 23,876,315
Total current liabilities 340,358,452 190,651,159 329,688,704 189,337,560

Total liabilities 392,750,842 243,369,095 382,081,094 239,287,221

Total equity and liabilities 593,469,515 374,319,683 582,673,898 369,233,142

The accompanying notes on pages 101 to 158 are an integral part of the consolidated and separate financial statements.

The consolidated and separate financial statements on pages 96 to 161 were approved and authorised for issue by the Board
of Directors on April 2022 and were signed on its behalf by:

Abdulrasheed Olayiwola Abdulsamad Rabiu CON Ayodele Abioye

Executive Director and Chairman Acting Managing Director
Chief Financial Officer FRC/2014/IODN/00000010111 FRC/2022/PRO/FORMC07/003/00000023864
FRC/2014/ICAN/00000010407

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Consolidated and Separate Statements of

Changes in Equity
For the year ended 31 December 2021

Group Share capital Reorganisation Retained Total

and other reserves earnings
N’000 N’000 N’000 N’000

Balance at 1 January 2021 29,538 (943,228) 131,864,278 130,950,588

Profit for the year - - 69,768,085 69,768,085

Other comprehensive income for the year - - - -
Total comprehensive income for the year - - 69,768,085 69,768,085

Transactions with owners:

Bonus shares issued 8,954,507 - (8,954,507) -
Additional shares alloted during the year 15,955 - (15,955) -
8,970,462 - (8,970,462) -

Balance at 31 December 2021 9,000,000 (943,228) 192,661,901 200,718,673

Balance at 1 January 2020 20,000 - 96,457,360 96,477,360

Effects of the group restructuring:
Changes in share capital (Note 18) 9,538 (9,538) - -
Net liabilities transferred (Note 22) - (933,690) - (933,690)
9,538 (943,228) - (933,690)

Profit for the year - - 35,406,918 35,406,918

Other comprehensive income for the year - - - -
Total comprehensive income for the year - - 35,406,918 35,406,918

Balance at 31 December 2020 29,538 (943,228) 131,864,278 130,950,588

The accompanying notes on pages 101 to 158 are an integral part of the consolidated and separate financial statements.

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Consolidated and Separate Statements of

Changes in Equity
For the year ended 31 December 2021

Company Share capital Reorganisation Retained Total

and other reserves earnings
N’000 N’000 N’000 N’000

Balance at 1 January 2021 29,538 391,961 129,524,422 129,945,921

Profit for the year - - 70,646,883 70,646,883

Other comprehensive income for the year - - - -
Total comprehensive income for the year - - 70,646,883 70,646,883

Transactions with owners:

Bonus shares issued 8,954,507 - (8,954,507) -
Additional shares alloted during the year 15,955 - (15,955) -
8,970,462 - (8,970,462) -

Balance at 31 December 2021 9,000,000 391,961 191,200,843 200,592,804

Balance at 1 January 2020 20,000 - 96,457,360 96,477,360

Effects of the group restructuring:

Changes in share capital (Note 18) 9,538 (9,538) - -
Net liabilities transferred (Note 22) - (6,171) - (6,171)
Transfer of investment in subsidiaries - 407,670 - 407,670
9,538 391,961 - 401,499

Profit for the year - - 33,067,062 33,067,062

Other comprehensive income for the year - - - -
Total comprehensive income for the year - - 33,067,062 33,067,062

Balance at 31 December 2020 29,538 391,961 129,524,422 129,945,921

The accompanying notes on pages 101 to 158 are an integral part of the consolidated and separate financial statements.

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Consolidated and Separate Statements

of Cash Flows
For the year ended 31 December 2021

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
Note N'000 N'000 N'000 N'000

Cash flows from operating activities

Cash generated from/(used in) operations 19 941,638 79,064,816 (2,902,888) 57,497,473
Tax paid 9b (69,948) (60,075) (69,948) (60,075)
Net cash generated from/(used in) operating activities 871,690 79,004,741 (2,972,836) 57,437,398

Cash flows from investing activities

Purchase of property, plant and equipment 10 (107,283,678) (78,273,880) (103,455,505) (60,277,774)
Acquisition of right-of-use asset 11 - (3,013,399) - (41)
Purchase of biological assets 12 - (63,095) - -
Interest received 8 2,892,019 30,999 2,892,019 30,999
Net cash used in investing activities (104,391,659) (81,319,375) (100,563,486) (60,246,817)

Cash flows from financing activities

Proceeds from borrowings 16b 269,733,940 102,732,001 269,733,940 102,732,001
Repayment of borrowings 16b (153,138,049) (78,930,433) (153,138,049) (78,438,177)
Interest paid on borrowings 16b (1,765,432) (6,381,966) (1,765,432) (6,381,966)
Repayment of lease liabilities 11b (39,611) (5,073) (39,611) (5,073)
Net cash generated from financing activities 114,790,849 17,414,529 114,790,848 17,906,785

Net increase in cash and cash equivalents 11,270,880 15,099,895 11,254,527 15,097,366
Cash and cash equivalents at the beginning of the year 16,216,492 1,116,597 16,208,420 1,111,054
Cash and cash equivalents at the end of the year 15b 27,487,372 16,216,492 27,462,947 16,208,420

The accompanying notes on pages 101 to 158 are an integral part of the consolidated and separate financial statements.

100 BUA Foods Plc. Annual Report and Accounts 2021

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Notes to the Consolidated and Separate

Financial Statements
For the year ended 31 December 2021

1. General Information 2. Summary of Significant Accounting

BUA Foods Plc (formerly BUA Sugar Refinery Limited) is Policies
a company domiciled in Nigeria.
2.1 Basis of Preparation
BUA Foods PLC (“BUA Foods” or the “Company”) was
formed in November 2021 following a restructuring by The consolidated and separate financial statements
way of a scheme under Section 711 of CAMA among have been prepared in compliance with the
BUA Sugar Refinery Limited, IRS Flour Mills Limited, IRS Companies and Allied Matters Act (CAMA) and the
Pasta Limited, BUA Rice Limited, BUA Oil Mills Limited, International Financial Reporting Standards (IFRSs),
and BUA Foods Limited, further to which BUA Sugar including International Accounting Standards (IAS)
Refinery (a private limited liability company, incorporated and interpretations issued by the IFRS Interpretations
in Nigeria on 13 April 2005 and commenced business Committee (IFRS IC). Further standards may be issued
operations in September 2008) emerged as the by the International Accounting Standards Board (IASB)
surviving entity. As part of the Restructuring, the name and may be subject to interpretations issued by the
of the enlarged entity was changed to BUA Foods with IFRSIC.
its operations reorganised into five business divisions:
Sugar, Flour, Pasta, Rice and Edible Oils. On 3 December These consolidated and separate financial statements
2021, the Company was converted into a public limited have been prepared under the historical cost
liability company. convention.

The address of its registered office is PC 32, Churchgate The preparation of financial statements in conformity
Street, Victoria Island Lagos. The principal activities of with IFRS requires the use of certain critical accounting
the Group are processing, manufacturing, production estimates. It also requires directors to exercise judgement
and distribution of food materials such as sugar, flour, in the process of applying the Group’s accounting
pasta, rice, and edible oils as well as packaged foods. policies. Changes in assumptions may have a significant
These activities are conducted primarily in Nigeria. impact on the financial statements in the period the
assumptions changed. The Directors believe that the

The majority shareholder of the Company Alhaji underlying assumptions are appropriate and that the
Abdulsamad Rabiu, CON who is also the Chairman of Group’s financial statements, therefore, present the
the Board of Directors (“”the Chairman””), is the ultimate financial position and results fairly. The areas involving
owner of the Company. a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the
The audited consolidated financial statements of financial statements, are disclosed in Note 4.
the Group for the year ended 31 December 2021
comprise the Company and its subsidiaries- BUA Sugar The consolidated and separate financial statements
Refinery FZE and LASUCO Sugar Company Limited comprise the consolidated and separate statement
(“Subsidiaries”). of profit or loss and other comprehensive income,
the consolidated and separate statement of financial
The separate financial statements of the Company position, the consolidated and separate statement
presented includes the numbers for BUA foods Plc of changes in equity, the consolidated and separate
as though the restructuring had taken place from the statement of cash flows and the notes to the
beginning of the earliest period presented, therefore consolidated and separate financial statements.
comparative numbers have been represented.
The consolidated and separate financial statements are
presented in Nigerian Naira and all values are rounded
to the nearest thousand (’N000) except when otherwise
indicated.

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Notes to the Consolidated and

Separate Financial Statements

2.1.1 Going Concern The Group has adopted the predecessor method of
accounting for common control transactions. Common
The financial statements have been prepared in
control transactions and business combinations are
accordance with the going concern principle under the
accounted for using book values from the financial
historical cost convention. The Directors have no doubt
statements of the transferee, and as a result, no goodwill
that the Group will remain in existence twelve (12)
is recognised. Any difference between the acquirer’s
months after the statements of financial position date.
cost of investment and the acquiree’s equity is presented
2.1.2 Consolidation of Subsidiaries separately in reorganisation and other reserves in equity.
The book values of the acquired entity are the book

Consolidation of a subsidiary begins when the
values as reflected in the annual financial statements
Company obtains control over the subsidiary and
of the selling entity. Any non-controlling interest is
ceases when the Company loses control of the
measured as a proportionate share of the book values
subsidiary. Specifically, income and expenses of a
of the related assets and liabilities. Any expenses of the
subsidiary acquired or disposed of during the year
combination are written off immediately in the profit or
are included in the consolidated statement of profit or
loss.
loss and other comprehensive income from the date
the Company gains control until the date when the
Comparative amounts are restated as if the combination
Company ceases to control the subsidiary. Profit or loss
had taken place at the beginning of the earliest
and each component of other comprehensive income
comparative period presented and adjustments are
are attributed to the owners of the Company and to the
made to achieve uniform accounting policies consistent
non-controlling interests. Total comprehensive income
with the accounting policies of the surviving/acquiring
of subsidiaries attributed to the owners of the Company
entity.
and to the non-controlling interests even if this results
in the non-controlling interests having a deficit balance.
2.1.4 Changes in Accounting Policies and
Disclosures
When necessary adjustments are made to the financial
statements of subsidiaries to bring their accounting (a) New standards and interpretations adopted by
policies into line with the Group‘s accounting policies. the Group
All intragroup assets and liabilities, equity, income,
expenses and cash flows relating to transactions The Group has applied the following standards and
between members of the Group are eliminated in full amendments for the first time in the annual reporting
on consolidation. The results of subsidiaries acquired or period commencing 1 January 2021.
disposed of during the year are included in the Group
statement of comprehensive income from the effective 
Amendments to IFRS 7, IFRS 9 and IAS 39 Interest
date of acquisition or up to the effective date of disposal Rate Benchmark Reform
as appropriate.

The amendments provide temporary reliefs which
In the Company‘s separate financial statements, address the financial reporting effects when an interbank
investments in subsidiaries are carried at cost less any offered rate (IBOR) is replaced with an alternative nearly
impairment that has been recognised in profit or loss. risk-free rate (RFR).


The amendments include a practical expedient to
2.1.3 B
 usiness Combination Under Common
require contractual changes, or changes to cash flows
Control
that are directly required by the reform, to be treated
Business combinations in which all of the combining as changes to a floating interest rate, equivalent to a
entities or businesses are ultimately controlled by the movement in a market rate of interest. The practical
same party or parties both before and after the business expedient is required for entities applying IFRS 4 that are
combination (and where that control is not transitory), using the exemption from IFRS 9 (and, therefore, apply
are referred to as common control transactions. IAS 39) and for IFRS 16 Leases, to lease modifications
required by IBOR reform. The amendments also permit
changes required by IBOR reform to be made to hedge

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Notes to the Consolidated and

Separate Financial Statements

designations and hedge documentation without the in the context of the financial statements. A
hedging relationship being discontinued. Any gains misstatement of information is material if it could
or losses that could arise on transition are dealt with reasonably be expected to influence decisions made
through the normal requirements of IFRS 9 and IAS 39 by the primary users. These amendments had no
to measure and recognise hedge ineffectiveness. impact on the financial statements of, nor is there
expected to be any future impact to the Company.
In addition, IFRS 9 was amended to provide temporary
reliefs which address the financial reporting effects 
The effective date of the amendment is for years
when an interbank offered rate (IBOR) is replaced with beginning on or after 1 January 2020.
an alternative nearly risk-free interest rate (RFR).
Amendments to IFRS 16: COVID-19-Related Rent
(a) New standards and interpretations adopted by Concessions beyond 30 June 2021
the Group (continued)
On 28 May 2020, the IASB issued COVID-19-Related
Amendments to IFRS 7, IFRS 9 and IAS 39 Interest Rent Concessions - amendment to IFRS 16 Leases
Rate Benchmark Reform (continued) The amendments provide relief to lessees from
applying IFRS 16 guidance on lease modification
The practical expedient is applied if: accounting for rent concessions arising as a direct
The change in contractual cash flow is a direct
zz consequence of the COVID-19 pandemic. As a
consequence of the IBOR reform; and practical expedient, a lessee may elect not to assess
whether a COVID-19 related rent concession from a
zzThe new basis for determining the contractual cash lessor is a lease modification. A lessee that makes this
flows is economically equivalent to the previous election accounts for any change in lease payments
basis.
resulting from the COVID-19 related rent concession
the same way it would account for the change under
The practical expedient enables the Group account
IFRS 16, if the change were not a lease modification.
for the change in the contractual cash flows resulting
from the IBOR reform, by updating the effective interest
The amendment was intended to apply until 30 June
rate i.e., the Group would recalculate the rate which
2021, but as the impact of the COVID-19 pandemic is
exactly discounts the revised contractual cash flows
continuing, on 31 March 2021, the IASB extended the
to the present value of the existing loan at the date of
period of application of the practical expedient to 30
modification. Therefore, there will be no gain or loss on
June 2022.The amendment applies to annual reporting
modification recognised in the Group’s profit or loss.
periods beginning on or after 1 April 2021. This
amendment had no impact on the financial statements
Publication of USD LIBOR settings are expected to cease
of the Group.
after 30 June 2023.

(b) New standards and interpretations not yet
 mendment to IAS 1 and IAS 8: Definition of
A
adopted
Material
Certain new accounting standards and interpretations,
The amendments provide a new definition of material
have been published that are not yet effective or mandatory
that states, “information is material if omitting,
for annual periods beginning on or after 1 January
misstating or obscuring it could reasonably be expected
2021 and have not been early adopted by the Group.
to influence decisions that the primary users of general-
purpose financial statements make on the basis of those
These standards are not expected to have a material
financial statements, which provide financial information
impact on the financial statements. The Group intends
about a specific reporting entity.
to adopt these new and amended standards and
interpretations, if applicable, when they become
The amendments clarify that materiality will depend
effective. Details of these new standards and
on the nature or magnitude of information, either
interpretations are set out below:
individually or in combination with other information,

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Notes to the Consolidated and

Separate Financial Statements


IFRS 9 Financial Instruments- Fees in the ’10 per The amendments are effective for annual reporting
cent’ test for derecognition of financial liabilities periods beginning on or after 1 January 2023 and
must be applied retrospectively. The Group is currently

As part of its 2018-2020 annual improvements to assessing the impact the amendments will have on
IFRS standards process the IASB issued amendment current practice and whether existing loan agreements
to IFRS 9. The amendment clarifies the fees that an may require renegotiation.
entity includes when assessing whether the terms of
a new or modified financial liability are substantially Reference to the Conceptual Framework-
different from the terms of the original financial liability. Amendments to IFRS 3

These fees include only those paid or received In May 2020, the IASB issued Amendments to IFRS 3
between the borrower and the lender, including fees Business Combinations - Reference to the Conceptual
paid or received by either the borrower or lender on Framework. The amendments are intended to replace
the other’s behalf. An entity applies the amendment a reference to the Framework for the Preparation
to financial liabilities that are modified or exchanged and Presentation of Financial Statements, issued in
on or after the beginning of the annual reporting 1989, with a reference to the Conceptual Framework
period in which the entity first applies the amendment. for Financial Reporting issued in March 2018 without
significantly changing its requirements.
The amendment is effective for annual reporting
periods beginning on or after 1 January 2022 with The Board also added an exception to the recognition
earlier adoption permitted. The Group will apply the principle of IFRS 3 to avoid the issue of potential ‘day
amendments to financial liabilities that are modified 2’ gains or losses arising for liabilities and contingent
or exchanged on or after the beginning of the annual liabilities that would be within the scope of IAS 37 or
reporting period in which the entity first applies the IFRIC 21 Levies, if incurred separately. At the same
amendment. The amendments are not expected to time, the Board decided to clarify existing guidance in
have a material impact on the Group. IFRS 3 for contingent assets that would not be affected
by replacing the reference to the Framework for the
(b) 
New standards and interpretations not yet Preparation and Presentation of Financial Statements.
adopted (continued)

Amendments to IAS 1: Classification of Liabilities as The amendments are effective for annual reporting
Current or Non-current periods beginning on or after 1 January 2022 and apply
prospectively.
In January 2020, the IASB issued amendments to
paragraphs 69 to 76 of IAS 1 to specify the requirements 
Property, Plant and Equipment: Proceeds before
for classifying liabilities as current or non-current. The Intended Use-Amendments to IAS 16
amendments clarify:

In May 2020, the IASB issued Property, Plant and
zzWhat is meant by a right to defer settlement; Equipment — Proceeds before Intended Use, which
prohibits entities deducting from the cost of an item
zzThat a right to defer must exist at the end of the of property, plant and equipment, any proceeds from
reporting period; selling items produced while bringing that asset to the
location and condition necessary for it to be capable
zzThat classification is unaffected by the likelihood of operating in the manner intended by Management.
that an entity will exercise its deferral right; and
Instead, an entity recognises the proceeds from selling
such items, and the costs of producing those items, in
zzThat only if an embedded derivative in a convertible
profit or loss.
liability is itself an equity instrument would the terms
of a liability not impact its classification.

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Separate Financial Statements


The amendment is effective for annual reporting  efinition of Accounting Estimates- Amendments
D
periods beginning on or after 1 January 2022 and must to IAS 8
be applied retrospectively to items of property, plant
and equipment made available for use on or after the In February 2021, the IASB issued amendments to IAS
beginning of the earliest period presented when the 8, in which it introduces a definition of “accounting
entity first applies the amendment. estimates’. The amendments clarify the distinction
between changes in accounting estimates and changes
The amendments are not expected to have a material in accounting policies and the correction of errors. Also,
impact on the Group. they clarify how entities use measurement techniques
and inputs to develop accounting estimates.
 nerous Contracts- Costs of Fulfilling a Contract-
O
Amendments to IAS 37 The amendments are effective for annual reporting
periods beginning on or after 1 January 2023 and
In May 2020, the IASB issued amendments to IAS 37 apply to changes in accounting policies and changes
to specify which costs an entity needs to include when in accounting estimates that occur on or after the start
assessing whether a contract is onerous or loss-making. of that period. Earlier application is permitted as long as
this fact is disclosed.

The amendments apply a “directly related cost
approach”. The costs that relate directly to a contract The amendments are not expected to have a material
to provide goods or services include both incremental impact on the Group.
costs and an allocation of costs directly related to
contract activities. General and administrative costs do 
Definition of Accounting Policies- Amendments to
not relate directly to a contract and are excluded unless IAS 1 and IFRS Practice Statement 2
they are explicitly chargeable to the counterparty under
the contract. The amendments are effective for annual In February 2021, the IASB issued amendments to IAS
reporting periods beginning on or after 1 January 2022. 1 and IFRS Practice Statement 2 Making Materiality
Judgements, in which it provides guidance and
The Group will apply these amendments to contracts examples to help entities apply materiality judgements
for which it has not yet fulfilled all its obligations at the to accounting policy disclosures. The amendments aim
beginning of the annual reporting period in which it first to help entities provide accounting policy disclosures
applies the amendments. that are more useful by replacing the requirement for
entities to disclose their ‘significant’ accounting policies
I
AS 41 Agriculture-Taxation in fair value with a requirement to disclose their ‘material’ accounting
measurements policies and adding guidance on how entities apply
the concept of materiality in making decisions about
As part of its 2018-2020 annual improvements to IFRS accounting policy disclosures.
standards process the IASB issued amendment to IAS 41
Agriculture. The amendment removes the requirement The amendments to IAS 1 are applicable for annual
in paragraph 22 of IAS 41 that entities exclude cash periods beginning on or after 1 January 2023 with
flows for taxation when measuring the fair value of earlier application permitted. Since the amendments
assets within the scope of IAS 41. to the Practice Statement 2 provide non-mandatory
guidance on the application of the definition of
An entity applies the amendment prospectively to fair material to accounting policy information, an
value measurements on or after the beginning of the effective date for these amendments is not necessary.
first annual reporting period beginning on or after 1
January 2022 with earlier adoption permitted. The Group is currently assessing the impact of the
amendments to determine the impact they will have on
The amendments are not applicable to the Group. the Group’s accounting policy disclosures. There are no
other standards that are not yet effective that would be

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Separate Financial Statements

expected to have a material impact on the entity in the 2.4 Property, Plant and Equipment
current or future reporting periods and on foreseeable

All property, plant and equipment are stated at
future transactions.
historical cost less accumulated depreciation less
depreciation and impairment losses. Historical cost
2.2 Segment Information
includes expenditure that are directly attributable to
An operating segment is a component of an entity the acquisition of the items. However, Capital work-in-
progress are not depreciated until they brought into
zzthat engages in business activities from which it use.
may earn revenue and incur expenses (including
revenues and expenses relating to transactions with Subsequent costs are included in the asset’s carrying
other components of the same entity);
amount or recognised as a separate asset, as
appropriate, only when it is probable that future
zzwhere operating results are regularly reviewed by
economic benefits associated with the item will flow
the entity’s chief operating decision maker to make
decisions about resources to be allocated to the to the Group and the cost can be measured reliably.
segment and assess its performance; All other repairs and maintenance costs are charged to
profit or loss during the financial period in which they
zzfor which discrete information is available. are incurred.


Operating segments are reported in a manner 
Capital work in progress are not depreciated.
consistent with the internal reporting provided to the Depreciation of assets commences when assets are
chief operating decision-maker. available-for-use. Depreciation on other assets is
calculated using the straight line method of calculation
The chief operating decision-maker who is responsible i.e. the cost of the assets less its residual value, if
for allocating resources and assessing performance of applicable, over the number of useful lives (in years), as
the operating segments has been identified as the BUA follows:
Foods leadership team which comprises of the members
of the Board of Directors and other Executive officers. Useful life (Years)
Buildings 30-50
2.3 Foreign Currency Translation
Plant and machinery 7-50
(a) Functional and Presentation Currency
Furniture and fittings 5-8

Items included in the consolidated and separate Motor vehicles 8
financial statements of the Group are measured using Trucks 5
the currency of the primary economic environment in Office equipment 5
which the entity operates (‘the functional currency’).
Capital work-in-progress Nil
The consolidated and separate financial statements are
presented in Naira which is the Group’s functional and
Land is not depreciated.
presentation currency.
The assets’ residual values and useful lives are reviewed
and adjusted if appropriate, at the end of each reporting
(b) Transactions and Balances
date. Residual values have been identified as 5% of
the cost of plant and machinery and motor vehicles.
Foreign currency transactions are translated into the
However, the residual values for all other assets have
functional currency using the exchange rates prevailing
been estimated to be zero.
at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of
In the case where an asset’s carrying amount is greater
foreign currency transactions and from the translation
than its estimated recoverable amount, it is written
at exchange rates of monetary assets and liabilities
down immediately to its recoverable amount and the
denominated in currencies other than the Group’s
difference (impairment loss) is recorded as an expense
functional currency are recognised in the foreign
in profit or loss.
exchange gain in profit or loss.

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Separate Financial Statements

Gains and losses on disposal of property, plant and 2.6 Financial Instruments
equipment are determined by the difference between
a. Classification and Measurement
the sales proceeds and the carrying amount of the
asset. These gains and losses are included in profit or
(i) Financial assets
loss.
It is the Group’s policy to initially recognise financial
Interest costs on borrowings specifically used to finance
assets at fair value plus transaction costs, except in the
the acquisition of property, plant and equipment are
case of financial assets recorded at fair value through
capitalised during the period of time required to prepare
profit or loss which are expensed in profit or loss.
and substantially complete the asset for its intended
use. Other borrowing costs are recorded in the profit or
Classification and subsequent measurement is
loss as expenses.
dependent on the Group’s business model for managing
the asset and the cash flow characteristics of the asset.
2.4 Biological Assets
On this basis, the Group may classify its financial
The Group recognises biological assets when, and only instruments at amortised cost, fair value through profit
when, the Group controls the assets as a result of past or loss and at fair value through other comprehensive
events, it is probable that future economic benefits income.
associated with such assets will flow to the Group and
the fair value or cost of the assets can be measured The business models applied to assess the classification
reliably. Expenditure incurred on biological assets are of the financial assets held by the Group are:
measured on initial recognition and at the end of each
reporting period at its fair value less costs to sell in Hold to collect: Financial assets in this category are held
terms of IAS 41. by the Group solely to collect contractual cash flows and
these cash flows represent solely payments of principal
The gain or loss arising on initial recognition of such and interest. Assets held under this business model are
biological assets at fair value less costs to sell and from measured at amortised cost.
a change in fair value less costs to sell of biological
assets are included in Statement of Profit and Loss for Hold to collect and sell: Financial assets in this category
the period in which it arises. The Group has elected to are held to collect contractual cash flows and sell. The
measure biological assets at fair value less cost to sell. cash flows represent solely payment of principal and
interest. These financial assets are measured at fair
2.5 Impairment of Non-Financial Assets value through other comprehensive income.
Non-financial assets are reviewed for impairment
whenever events or changes in circumstances indicate Hold to sell/residual: This category is the residual
that the carrying amount may not be recoverable. An category for financial assets that do not meet the criteria
impairment loss is recognised for the amount by which described above. Financial assets in this category are
the asset’s carrying amount exceeds its recoverable managed in order to realise the asset’s fair value.
amount.
The financial assets of the Group are held to collect
The recoverable amount is the higher of an asset’s fair contractual cashflows that are solely payments of
value less costs to sell and value in use. For the purposes principal (for non-interest bearing financial assets) or
of assessing impairment, assets are grouped at the solely payments of principal and interest (for interest
lowest levels for which there are separately identifiable bearing financial assets).
cash flows (cash-generating units). Non-financial assets
that suffered an impairment are reviewed for possible The Group’s financial assets include: trade and other
reversal of the impairment at each reporting date. receivables, due from related parties and cash and
cash equivalents. They are included in current assets,
except for maturities greater than 12 months after the
reporting date. Interest income from these assets is

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Separate Financial Statements

included in finance income using the effective interest events that can occur within one year, while assets in
rate method. Any gain or loss arising on derecognition stage 2 or 3 have their ECL measured on a lifetime
is recognised directly in profit or loss. basis.

(ii) Financial liabilities Under the three-stage approach, the ECL is determined
by projecting the probability of default (PD), loss
Financial liabilities of the Group are classified and given default (LGD) and exposure at default (EAD) for
measured at fair value on initial recognition and each individual exposure. The PD is based on default
subsequently at amortised cost net of directly rates determined by external rating agencies for the
attributable transaction costs. The Group’s financial counterparties. The LGD is determined based on
liabilities include trade and other payables, due to management’s estimate of expected cash recoveries
related parties and borrowings. after considering the cash recovery ratio of the
counterparties. The EAD is the total amount outstanding
b. Impairment of Financial Assets at the reporting period. These three components are
multiplied together and adjusted for forward-looking

Recognition of impairment provisions under IFRS 9 information, such as the gross domestic product (GDP)
is based on the expected credit loss (ECL) model. in Nigeria and inflation, to arrive at an ECL which is then
The ECL model is applicable to financial assets (debt discounted to the reporting date and summed. The
instruments) measured at amortised cost or at fair discount rate used in the ECL calculation is the original
value through other comprehensive income (FVOCI). effective interest rate or an approximation thereof.
The measurement of ECL reflects an unbiased and
probability-weighted amount that is determined by Loss allowances for financial assets measured at
evaluating a range of possible outcomes, time value of amortised cost are deducted from the gross carrying
money and reasonable and supportable information amount of the related financial assets and the amount
that is available without undue cost or effort at the of the loss is recognised in profit or loss.
reporting date, about past events, current conditions
and forecasts of future economic conditions. c. Significant increase in credit risk and default
definition
The simplified approach is applied for trade receivables
while the general (three-stage) approach is applied to The Group assesses the credit risk of its financial assets
other receivables and amounts due from related parties. based on the information obtained during a periodic
review of publicly available information, industry trends
The simplified approach requires lifetime expected and payment records. Based on the analysis of the
credit losses to be recognised on initial recognition of information provided, the Group identifies the assets
the receivables. This involves determining the expected that require close monitoring.
loss rates using a provision matrix that is based on
the Group’s historical default rates observed over Furthermore, financial assets that have been identified
the expected life of the receivable and adjusted for to be more than 30 days past due on contractual
forward-looking estimates. This is then applied to the payments are assessed to have experienced a significant
gross carrying amount of the receivable to arrive at the increase in credit risk. These assets are grouped as
loss allowance for the period. part of Stage 2 financial assets where the three-stage
approach is applied.
The three-stage approach assesses impairment based
on changes in credit risk since initial recognition 
In line with the Group’s credit risk management
using the past due criterion and other qualitative practices, a financial asset is defined to be in default
indicators such as increase in political concerns or other when contractual payments have not been received
macroeconomic factors and the risk of legal action, at least 90 days after the contractual payment period.
sanction or other regulatory penalties that may impair Subsequent to default, the Group carries out active
future financial performance. Financial assets classified recovery strategies to recover all outstanding payments
as stage 1 have their ECL measured as a proportion due on receivables. Where the Group determines that
of their lifetime ECL that results from possible default there are no realistic prospects of recovery, the financial

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Separate Financial Statements

asset, and any related loss allowance is written off either Cost of raw materials and other costs incurred in
partially or in full. bringing each product to its present location and
condition are accounted for, on a weighted average
d. Derecognition cost basis. The cost of finished goods includes all direct
costs relating to the production of these items. Finished
(i) Financial assets goods are valued at weighted average cost.
The cost of engineering spares and raw materials is
The Group derecognises a financial asset when the determined using the weighted-average method.
contractual rights to the cash flows from the financial
asset expire or when it transfers the financial asset and 
Allowance is made for excessive, obsolete and
the transfer qualifies for derecognition. Gains or losses slow-moving items. Write-downs to net realisable value
on derecognition of financial assets are recognised in and inventory losses are expensed in the period in
profit or loss. which the write-downs or losses occur.

(ii) Financial liabilities 2.8 Trade Receivables

Trade receivables are recognised initially at fair value
The Group derecognises a financial liability when it is and subsequently measured at amortised cost using the
extinguished i.e. when the obligation specified in the effective interest method less provision for impairment.
contract is discharged or cancelled or expires. When
an existing financial liability is replaced by another 2.9 Cash, Cash Equivalents and Bank Overdrafts
from the same lender on substantially different terms,
Cash and cash equivalents include cash at hand and
or the terms of an existing liability are substantially
deposits held at call with banks, other short-term highly
modified, such an exchange or modification is treated
liquid investments with original maturities of three
as a derecognition of the original liability and the
months or less and bank overdrafts. Bank overdrafts
recognition of a new liability. The difference in the
are included in current liabilities on the statement of
respective carrying amounts is recognised immediately
financial position.
in the statement of profit or loss.

2.10 Borrowings

e. Offsetting of financial assets and financial
liabilities Borrowings are recognised initially at fair value, as the
proceeds received, net of any transaction cost incurred.
Financial assets and liabilities are offset and the net Borrowings are subsequently measured at amortised
amount is reported in the statement of financial position cost. Finance charges, including premiums payable on
when there is a legally enforceable right to offset the settlement or redemption and direct issue costs, are
recognised amounts, and there is an intention to settle accounted in profit or loss using the effective interest
on a net basis or realise the asset and settle the liability method and are added to the carrying amount of the
simultaneously. instrument to the extent they are not settled in the
period in which they arise.

The legally enforceable right is not contingent on
future events and is enforceable in the normal course Borrowing cost
of business, and in the event of default, insolvency or
bankruptcy of the Group or the counterparty. General and specific borrowing costs directly attributable
to the acquisition, construction, or production of
2.7 Inventories qualifying assets, which are assets that necessarily
take a substantial period of time to get ready for their
Inventories are valued at the lower of cost and net
intended use or sale are added to the cost of those
realisable value. Net realisable value is the estimated selling
assets, until such a time as the assets are substantially
price in the ordinary course of business, less estimated
ready for their intended use or sale. All other borrowing
costs of completion and the estimated costs to sell.
costs are recognised in profit or loss in the period in
which they are incurred.

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Separate Financial Statements

2.11 Trade Payables recovered. Deferred tax is calculated at the tax rates that
are expected to apply in the period when the liability is
Trade payables are obligations to pay for goods or
settled or the asset is realised. Deferred tax is charged
services that have been acquired in the ordinary course
or credited to profit or loss, except when it relates to
of business from suppliers. Trade payable are classified
items charged or credited to other comprehensive
as current liabilities if payment is within one year or less.
income or equity, in which case the deferred tax is also
Otherwise, they are classified as non-current liabilities.
dealt with in other comprehensive income or equity.
Trade payables are recognised initially at fair value and
Deferred tax assets and liabilities are offset when there
subsequently measured at amortised cost using the
is a legally enforceable right to set off current tax assets
effective interest method.
against current tax liabilities and when they relate to
2.12 Current and Deferred Income Tax income taxes levied by the same taxation authority
and the Group intends to settle its current tax liabilities

The income tax for the period comprises current, on a net basis. Deferred tax assets and liabilities are
tertiary education and deferred taxes. Tax is recognised presented as non-current in the statement of financial
in profit or loss, except to the extent that it relates to position.
items recognised in other comprehensive income or
directly in equity. In this case, the tax is recognised in 2.13 Employee Benefits
other comprehensive income or directly in equity,
Pension scheme
respectively.
Defined contribution scheme
The tax payable is based on taxable profit for the year.
The Group operates a defined contribution pension
Taxable profit differs from net profit as reported in
scheme for members of staff which is independent
profit or loss because it excludes items of income or
of its finances and is managed by Pension Fund
expense that are taxable or deductible in other years
Administrators. The scheme is funded by 8%
and it further excludes items that are never taxable
contribution from employees and 10% contribution
or deductible. The Group’s liability for current tax is
from the employer of the employee’s basic, housing
calculated using tax rates that have been enacted or
and transport allowances.
substantively enacted at the reporting date.

2.14 Revenue Recognition

Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying 
Revenue is measured at the fair value of the
amounts of assets and liabilities in the financial consideration received or receivable for goods or
statements and the corresponding tax bases used in services, in the ordinary course of the Group’s activities
the computation of taxable profit, and is accounted and it is stated net of value added tax (VAT), rebates and
for using the balance sheet liability method. Deferred returns. A valid contract is recognised as revenue after:
tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are zzthe contract is approved by the parties;
recognised to the extent that it is probable that taxable
profits will be available against which deductible zzrights and obligations are recognised;

temporary differences can be utilised. Such assets and
zzcollectability is probable;
liabilities are not recognised if the temporary difference

arises from goodwill or from the initial recognition zzthe contract has commercial substance; and
(other than in a business combination) of other assets
and liabilities in a transaction that affects neither the tax zzthe payment terms and consideration are
profit nor the accounting profit. identifiable.

The carrying amount of deferred tax assets is reviewed The probability that a customer would make payment
at each reporting date and reduced to the extent that is ascertained based on the evaluation done on the
it is no longer probable that sufficient taxable profits customer at the inception of the contract. The Group is
will be available to allow all or part of the asset to be the principal in all of its revenue arrangements since it

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Separate Financial Statements

is the primary obligor in the revenue arrangements, has zzthe Group has the right to obtain substantially all
inventory risk and determines the pricing for the goods of the economic benefits from use of the asset
and services. throughout the period of use; and

Sale of goods zzthe Group has the right to direct the use of the
asset. The Group has this right when it has the
decision-making rights that are most relevant to
Revenue is recognised when the control of the goods
changing how and for what purpose the asset is
is transferred to the customer. This occurs when the
used.
goods are delivered to the customer or when goods
are picked up by the customers. A contract liability is
In rare cases where the decision about how and for what
recognised for every advance payment made to the
purpose the asset is used is predetermined, the Group
Group. Revenue is recognised when the goods are
has the right to direct the use of the asset if either:
delivered to the customer.
zzthe Group has the right to operate the asset; or
Revenue is recognised based on the price specified in
the contract, net of the estimated rebates and returns. zzthe Group designed the asset in a way that
Rebates are applied immediately on sale and are all predetermines how and for what purpose it will be
utilised within a reporting period. Returns on goods used.
are estimated at the inception of the contract except
where a reasonable estimate cannot be made. In these The Group primarily leases buildings (used as office
instances, the returns are accounted for when they space, houses and warehouses). The lease terms are
occur. typically for fixed periods ranging from 1 years to 2 years
but may have extension options as described below. On
The delivery service provided by the Group is a sales renewal of a lease, the terms may be renegotiated.
fulfillment activity and the income earned is recognised
at the point in time when the goods are delivered to the 
Contracts may contain both lease and non-lease
customer. components. The Group has elected not to separate
lease and non-lease components and instead accounts
Delivery occurs when the goods have been shipped to for these as a single lease component. Lease terms
the specific location, the risks of obsolescence and loss are negotiated on an individual basis and contain
have been transferred to the customer, and when the different terms and conditions, including extension
customer has accepted the products in accordance with and termination options. The lease agreements do not
the sales contract, or the acceptance provisions have impose any covenants, however, leased assets may not
lapsed. be used as security for borrowing purposes.

2.15 Leases Leases in which the Group is a lessee

At inception of a contract, the Group assesses whether
a contract is, or contains, a lease. A contract is, or Leases are recognised as a right-of-use asset and a
contains a lease if the contract conveys the right to corresponding liability at the date at which the leased
control the use of an identified asset for a period of asset is available for use by the Group. Each lease
time in exchange for consideration. To assess whether payment is allocated between the liability and finance
a contract conveys the right to control the use of an cost. The right-of-use asset is depreciated over the
identified asset, the Group assesses whether: shorter of the asset’s useful life and the lease term on a
straight-line basis.
zzthe contract involves the use of an identified asset
Lease liabilities
zzthis may be specified explicitly or implicitly. If the
supplier has a substantive substitution right, then At the commencement date of a lease, the Group
the asset is not identified; recognises lease liabilities measured at the present
value of lease payments to be made over the lease

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Separate Financial Statements

term. Lease liabilities include the net present value of Right-of-use assets
the following lease payments:

Right-of-use assets are initially measured at cost,
zzfixed payments (including in-substance fixed comprising of the following:
payments), less any lease incentives receivable
zz the amount of the initial measurement of lease
zzvariable lease payments that are based on an index liability
or a rate
zzany lease payments made at or before the
zzamounts expected to be payable by the Group commencement date, less any lease incentives
under residual value guarantees received

Lease payments to be made under reasonably certain zzany initial direct costs, and
extension options are also included in the measurement
of the liability. The variable lease payments that do zzrestoration costs.
not depend on an index or a rate are recognised as
expenses in the period in which the event or condition 
Right-of-use assets are measured at cost less
that triggers the payment occurs. accumulated depreciation and impairment losses, they
are generally depreciated over the shorter of the asset’s
The lease payments are discounted using the interest useful life and the lease term on a straight-line basis. If
rate implicit in the lease. If that rate cannot be readily the Group is reasonably certain to exercise a purchase
determined, which is generally the case for leases in the option, the right-of-use asset is depreciated over the
Group, the lessee’s incremental borrowing rate is used, underlying asset’s useful life.
being the rate that the lessee would have to pay to
borrow the funds necessary to obtain an asset of similar Extension and termination options
value to the right of use asset in a similar economic
environment with similar terms, security and conditions. 
Extension and termination options are included in
the Group’s lease arrangements. These are used to

To determine the incremental borrowing rate, the maximise operational flexibility in terms of managing
Group where possible, uses recent third party financing the assets used in the Group’s operations. Most of the
received by the individual lessee as a starting point extension options are subject to mutual agreement
adjusted to reflect changes in financing conditions since by the lessee and lessor and some of the termination
third party financing was received. The Group may also options held are exercisable only by the Group.
use a build-up approach that starts with a risk-free
interest rate adjusted for credit risk for leases held by Rental income
the Group and makes adjustments specific to the lease.
Rental income from leases is recognised on a straight-
Lease payments are allocated between principal and line basis over the lease term. When the Group provides
finance cost. The finance cost is charged to profit or incentives to its tenants, the cost of incentives is
loss over the lease period so as to produce a constant recognised over the lease term, on a straight-line basis,
periodic rate of interest on the remaining balance of as a reduction of rental income.
the liability for each period. After the commencement
date, the amount of lease liabilities is increased to reflect 2.2 Earnings Per Share
the accretion of interest and reduced by the lease The Group presents basic and diluted earnings per share
payments made. In addition, the carrying amount of (EPS) data for its ordinary shares. Basic EPS is calculated
lease liabilities is remeasured if there is a modification, a by dividing the profit or loss attributable to ordinary
change in the lease term, a change in the in-substance shareholders of the Group by the weighted average
fixed lease payments or a change in the assessment number of ordinary shares outstanding during the
to purchase the underlying asset where applicable. period, adjusted for own shares held, if any. Diluted EPS

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Separate Financial Statements

is determined by adjusting the profit or loss attributable defined for respective risks such as foreign exchange
to ordinary shareholders and the weighted average risk, interest rate risk, credit risk, and investment of
number of ordinary shares outstanding, adjusted for excess liquidity. The Group’s overall risk management
the effects of all dilutive potential ordinary shares. program seeks to minimised potential adverse effects
on the Group’s financial performance.
3. Financial Risk Management
Risk management is the responsibility of the Treasury
Manager, who aims to effectively manage the financial
3.1 Financial Risk Factors risk of the Group according to the policies approved
The Group’s business activities expose it to a variety of by the Board. The Treasury Manager identifies and
financial risks: market risk (including foreign exchange, monitors financial risks. The Board provides principles
interest rate, and price), credit risk and liquidity risk. The for overall risk management, as well as policies covering
objective of the Group’s risk management programme specific areas such as foreign exchange, interest rates
is to minimize potential adverse impacts on the Group’s and credit risks, use of financial instruments and
financial performance. investment of excess liquidity.

Risk management is carried out in line with policies The Group’s financial instruments consist of trade and
approved by the Board of Directors (“the Board”). other receivables, due from related parties, cash and
The Board provides written principles for overall risk balances with banks, trade and other payables, due to
management, as well as set the overall risk appetite for related parties, bank overdraft and borrowings.
the Group. Specific risk management approaches are

(a) Market Risk

(i) Foreign Exchange Risk

The Group is exposed to foreign exchange risks from some of its commercial transactions. The Group obtained a USD 150
million credit facility from Standard Chartered Bank, London and a group of international, local and regional institutions
for 54 months from July 2015. Of this amount, the principal portion has been fully repaid at year end and only the interest
portion is outstanding as at December 2021. The Company’s foreign currency liabilities are analysed below:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Financial liabilities
Borrowings 210,477 228,681 210,477 228,681

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Notes to the Consolidated and

Separate Financial Statements

The table below shows the impact on the Group’s profit and equity if the exchange rate between the US Dollar (USD) on
the Nigerian Naira had increased or decreased by 10% and 15%, with all other variables held constant.

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Effect of 10% increase in USD exchange rate 21,048 22,868 21,048 22,868
Effect of 10% decrease in USD exchange rate (21,048) (22,868) (21,048) (22,868)

Effect of 15% decrease in USD exchange rate 31,571 34,302 31,571 34,302
Effect of 15% decrease in USD exchange rate (31,571) (34,302) (31,571) (34,302)

At 31 December 2021, if the currency had weakened or strengthened by 10% against the USD with all the variables
held constant, pre-tax profit for the year would have been N21.05million (2020: N22.87million) lower or higher. If it had
weakened or strengthened by 15%, N31.57million (2020: N34.30million) lower or higher mainly as a result of foreign
exchange gains or losses on translation of USD denominated borrowings.

(ii) Price risk

The Group is not exposed to price risk as it does not hold any equity instrument.

(iii) Interest rate risk

The Group’s interest rate risk arises from current and non-current borrowings. Borrowings are issued at floating rates. This
exposes the Group to cash flow interest rate risk which is partially offset by cash held at variable rates. The Group’s policy
on managing interest rate risk is to negotiate favorable terms with the banks to reduce the impact of exposure to this risk
and to obtain competitive rates for loans and for deposits.

The table below shows the impact on the Group’s net assets if interest rates on current and non-current term borrowings
increased or decreased by 5%, with all other variables held constant, mainly as a result of higher or lower interest expense
on borrowings.

Borrowings Group Company

31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Effect 5% increase in interest rates (73,919) (8,114) (73,919) (8,114)

Effect 5% decrease in interest rates 73,919 8,114 73,919 8,114

At 31 December 2021, if the interest rates had increased or decreased by 5% currency with all the variables held constant,
pre-tax profit for the year would have been N4.1million (2020: N4.1million) lower or higher.

114 BUA Foods Plc. Annual Report and Accounts 2021

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Notes to the Consolidated and

Separate Financial Statements

(b) Credit risk

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group is exposed to credit risk from cash and balances with banks as well as credit exposures to customers, including
receivables from related parties.

The Group uses policies to ensure that sales of products are to customers with appropriate credit history. The granting of
credit is controlled by credit limits and the application of certain terms of sale. The Group carries out its business mostly
on a cash and carry basis. Individual customers make cash deposits before delivery of goods and corporate customers
make payment within 3 months after goods are delivered. At the year end, the Group considered that there were minimal
credit risks. All trade receivables are current.

No credit limits were exceeded during the reporting period and Management does not expect any losses from
non-performance by these counterparties. None of the counterparties renegotiated their terms in the reporting period.

The maximum exposure to credit risk for trade receivables approximates the amount recognized on the statement of
financial position. The Group does not hold any collateral as security.

The table below analyses the Group’s financial assets into relevant maturity groupings as at the reporting date.

Group

At 31 December 2021 1-90 days 91 - 365 days Over 365 days Total
N’000 N’000 N’000 N’000

Financial assets:
Trade and other receivables (Note 14) 1,851,247 174,405 128,561 2,154,213
1,851,247 174,405 128,561 2,154,213

At 31 December 2020 1-90 days 91 - 365 days Over 365 days Total
N'000 N'000 N'000 N'000

Financial assets:
Trade and other receivables (Note 14) 1,093,940 236,466 70,474 1,400,881
1,093,940 236,466 70,474 1,400,881

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Notes to the Consolidated and

Separate Financial Statements

Company

At 31 December 2021 1-90 days 91 - 365 days Over 365 days Total
N’000 N’000 N’000 N’000

Financial assets:
Trade and other receivables (Note 14) 2,154,213 - - 2,154,213
2,154,213 - - 2,154,213

At 31 December 2020 1-90 days 91 - 365 days Over 365 days Total
N'000 N'000 N'000 N'000

Financial assets:
Trade and other receivables (Note 14) 1,400,881 - - 1,400,881
1,400,881 - - 1,400,881

116 BUA Foods Plc. Annual Report and Accounts 2021

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Notes to the Consolidated and

Separate Financial Statements

Credit quality of cash and cash equivalents

An analysis of the international long term credit ratings of counterparties where cash and short-term deposits are held
is as follows:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Credit rating
A+ 4,993,242 10,393,060 4,993,242 10,391,932
A 1,012,498 - 1,012,498 -
AA 107,950 516,159 107,950 516,103
AA- 146,945 355,527 146,945 355,489
AAA 63,054 70,249 63,054 70,241
B- 342,593 342,593
BBB 11,066,611 7,939,216 11,059,973 7,933,914
BBB+ 5,060,630 2,829,179 5,060,630 2,828,875
BBB- 6,692,544 - 6,692,544 -
Not Rated (NR) 852,719 3,579,545 834,932 3,578,309
30,338,785 25,682,934 30,314,360 25,674,862

Credit rating keys

A - High credit quality relative to other issuers or obligations in the same country. Protection factors are good. However,
risk factors are more variable and greater in periods of economic stress.

AA - Very high credit quality relative to other issuers or obligations in the same country. Protection factors are very
strong. Adverse changes in business, economic or financial conditions would increase investment risk although not
significantly.

AAA - A financial institution of good condition and strong capacity to meet its obligations with expectations of very low
default risk. It indicates very strong capacity for payment of financial commitments. This capacity is highly unlikely to be
adversely affected by foreseeable events.

BBB - Adequate protection factors relative to other issuers or obligations in the same country. However, there is
considerable variability in risk during economic cycles.

NR - No rating available.

A + (plus) or – (minus) may be added to a rating. A plus added to a rating indicates that the rating may be raised. A
minus means that the rating may be lowered. When no plus or minus is added to the rating, this means that the rating
is unlikely to change. A positive or negative added to a rating is therefore a reflection of the rating outlook.

The credit ratings were sourced from Fitch Ratings Inc. and Global Credit Rating Company Limited.

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Notes to the Consolidated and

Separate Financial Statements

3.1 Financial risk factors (continued)

(c) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Liquidity risk is
managed by maintaining sufficient cash reserves to operational needs at all times so that the Group does not breach
borrowing limits on any of its borrowing facilities. The Group manages liquidity risk by effective working capital and cash
flow management.

Maturity analysis

The table below analyses the Group’s financial liabilities into relevant maturity based on the remaining period at the
reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted
cash flows.

Group
At 31 December 2021 Less than Between Between Total
1 year 1 and 2 years 2 and 5 years Undiscounted
N'000 N'000 N'000 N'000

Financial liabilities:
Bank overdraft (Note 15) 2,851,413 - - 2,851,413
Trade and other payables (Note 17) 6,982,071 - - 6,982,071
Borrowings (Note 16) 241,159,110 5,123,742 1,862,536 248,145,388
Lease liabilities (Note 11) 4,292,441 10,146 25,364 4,327,951
255,285,035 5,133,888 1,887,900 262,306,823

At 31 December 2020 Less than Between Between Total

1 year 1 and 2 years 2 and 5 years Undiscounted
N'000 N'000 N'000 N'000

Financial liabilities:
Bank overdraft (Note 15) 9,466,442 - - 9,466,442
Trade and other payables (Note 17) 8,142,003 - - 8,142,003
Borrowings (Note 16) 124,403,218 8,435,664 - 132,838,882
Lease liabilities (Note 11) 876,004 10,146 2,793,639 3,679,788
142,887,667 8,445,810 2,793,639 154,127,115

118 BUA Foods Plc. Annual Report and Accounts 2021

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Notes to the Consolidated and

Separate Financial Statements

Company
At 31 December 2021 Less than Between Between Total
1 year 1 and 2 years 2 and 5 years Undiscounted
N'000 N'000 N'000 N'000

Financial liabilities:
Bank overdraft (Note 15) 2,851,413 - - 2,851,413
Trade and other payables (Note 17) 6,641,080 - - 6,641,080
Borrowings (Note 16) 241,159,110 5,123,742 1,862,536 248,145,388
Lease liabilities (Note 11) 4,165 10,146 25,364 39,675
250,655,768 5,133,888 1,887,900 257,677,556

At 31 December 2020 Less than Between Between Total

1 year 1 and 2 years 2 and 5 years Undiscounted
N'000 N'000 N'000 N'000

Financial liabilities:
Bank overdraft (Note 15) 9,466,442 - - 9,466,442
Trade and other payables (Note 17) 7,928,905 - - 7,928,905
Borrowings (Note 16) 124,403,218 8,435,664 - 132,838,882
Lease liabilities (Note 11) 39,980 10,146 25,364 75,490
141,838,545 8,445,810 25,364 150,309,719

Value added tax (VAT), Withholding tax (WHT), prepayment, and other statutory related items are not included as part
of financial instruments.

3.2 Fair value estimation

All the Group’s financial assets and liabilities are measured at amortised cost. The carrying amounts of all financial assets
and liabilities at the reporting date approximate their fair values.

3.3 Fair value hierarchy

This requires the Group to classify fair value measurements using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements.

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Notes to the Consolidated and

Separate Financial Statements

3.4 Financial instruments by category

Group
At 31 December 2021 At 31 December 2020
Financial Financial Financial Financial
assets at liabilities at assets at liabilities at
amortised amortised amortised amortised
cost cost cost cost
N'000 N'000 N'000 N'000

Financial assets
Trade and other receivables (Note 14) 52,160,076 - 16,185,239 -
Due from related parties (Note 21b(i)) 210,902,676 - 137,498,182 -
Cash and balances with banks (Note 15) 30,338,785 - 25,682,934 -

Financial liabilities
Bank overdraft (Note 15) - 2,851,413 - 9,466,442
Trade and other payables (Note 17) - 38,345,284 - 24,353,890
Lease liabilities (Note 11) - 4,326,052 - 3,677,928
Borrowings (Note 16) - 246,048,980 - 128,237,727
293,401,537 291,571,729 179,366,355 165,735,987

Company
At 31 December 2021 At 31 December 2020
Financial Financial Financial Financial
assets at liabilities at assets at liabilities at
amortised amortised amortised amortised
cost cost cost cost
N'000 N'000 N'000 N'000

Financial assets
Trade and other receivables (Note 14) 52,142,637 - 16,170,189 -
Due from related parties (Note 21b(i)) 235,897,154 - 203,443,046 -
Cash and balances with banks (Note 15) 30,314,360 - 25,674,862 -

Financial liabilities
Bank overdraft (Note 15) - 2,851,413 - 9,466,442
Trade and other payables (Note 17) - 31,963,812 - 23,876,315
Lease liabilities (Note 11) - 37,776 - 73,629
Borrowings (Note 16) - 246,048,980 - 128,237,727
318,354,151 280,901,981 245,288,097 161,654,113

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Notes to the Consolidated and

Separate Financial Statements

3.5 Capital risk management

The objective of managing capital is to safeguard the Group’s ability to continue as a going concern in order to maximise
returns for shareholders and benefits for other stakeholders as well as maintaining the optimal capital structure to reduce
the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
capital returned to shareholders, new shares issued, or debt raised.

Consistent with others in the industry, the Group monitors capital on a monthly basis using the gearing ratio. This ratio
is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (comprising bank overdraft,
current and non-current borrowings as shown in the statement of financial position) less cash and balances with banks.
Total capital is calculated as the sum of all equity components on the statement of financial position.

The gearing ratios at 31 December 2021 and 2020 are as follows:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Net debt (Note 16) 218,561,608 112,021,235 218,586,033 112,029,307

Total equity 200,718,673 130,950,588 200,592,804 129,945,921
Gearing ratio 109% 86% 109% 86%

4. Critical accounting estimates, judgments

4.1 Critical accounting policies and key sources of estimation uncertainty
The preparation of financial statements requires Directors to use judgement in applying its accounting policies and
estimates and assumptions about the future. Estimates and other judgements are continuously evaluated and are based
on Directors experience and other factors, including expectations about future events that are believed to be reasonable
under the circumstances. Significant accounting judgement and estimates made in the preparation of the consolidated
and separate financial statements are shown below:

4.1.1 Plant and machinery

Plant and machinery is depreciated over its useful life. The Group estimates the useful lives of plant and machinery
based on the period over which the assets are expected to be available-for-use. The estimation of the useful lives of
plant and machinery are based on technical evaluations carried out by those staff with knowledge of the machines and
experience with similar assets. Estimates could change if expectations differ due to physical wear and tear and technical or
commercial obsolescence. It is possible however, that future results of operations could be materially affected by changes
in the estimates brought about by changes in factors mentioned above. The amounts and timing of expenses for any
period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the
plant and machinery would increase expenses and decrease the value of non-current assets.

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Notes to the Consolidated and

Separate Financial Statements

4.1.2 Leases - Determining the lease term

In determining the lease term, management considers all facts and circumstances that create an economic incentive
to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination
options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

The following factors are normally the most relevant:

zzIf there are significant penalties to terminate (or not extend), the Group is typically reasonably certain to extend (or
not terminate).

zzIf any leasehold improvements are expected to have a significant remaining value, the Group is typically reasonably
certain to extend (or not terminate).

zzOtherwise, the Group considers other factors, including historical lease durations and the costs and business
disruption required to replace the leased asset.

The lease term is reassessed if an option is actually exercised (or not exercised) or the Group becomes obliged to exercise
(or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in
circumstances occurs, which affects this assessment, and is within the control of the lessee. During the financial year, there
were no revised lease terms.

4.1.3 Impairment of Financial Assets

The loss allowances for financial assets are based on assumptions about risk of default, expected loss rates and maximum
contractual period. The Group uses judgement in making these assumptions and selecting the inputs to the impairment
calculation, based on the Group’s past history, existing market conditions as well as forward looking estimates at the end
of each reporting period. Details of the key assumptions and inputs used are disclosed in note 2.6.

The Company’s financial assets that are subject to IFRS 9’s expected credit loss model are as follows:

zzTrade receivables

zzAmount due from related parties and;

zzCash and cash equivalents.

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss
was immaterial.

i. Trade receivables

The Company applies the simplified approach in measuring the expected credit losses (ECL) which calculates a lifetime
expected loss allowance (ECL) for all trade receivables. Trade receivables represent the amount receivable from customers
for the sale of goods in the ordinary course of business. The expected credit loss for trade receivables is determined using
a provision matrix approach.

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Notes to the Consolidated and

Separate Financial Statements

The provision matrix approach is based on the historical credit loss experience observed based on the settlement pattern of
customers over the expected life of the receivable and adjusted for forward-looking estimates of relevant macroeconomic
variables. The macroeconomic variables considered include inflation rate and Brent oil price.

The expected loss rates as at 31 December 2021 are as follows:

Group and Company

Age of trade receivables 0 - 30 31 - 90 91 - 180 181 - 365 Over 365 Total
days days days days days
N'000 N'000 N'000 N'000 N'000 N'000

Gross carrying amount 1,626,667 224,726 131,694 42,710 128,561 2,154,359

Default rate 2.58% 52.52% 69.80% 79.14% 99%
Lifetime ECL 41,938 118,022 91,920 33,801 127,801 413,482

Net trade receivables 1,584,729 106,704 39,774 8,910 760 1,740,877

The expected loss rates as at 31 December 2020 are as follows:

Age of trade receivables 0 - 30 31 - 90 91 - 180 181 - 365 Over 365 Total

days days days days days
N'000 N'000 N'000 N'000 N'000 N'000

Gross carrying amount 1,626,667 224,726 131,694 42,710 128,561 2,154,359

Default rate 2.58% 52.52% 69.80% 79.14% 99%
Lifetime ECL 41,938 118,022 91,920 33,801 127,801 413,482

Net trade receivables 1,584,729 106,704 39,774 8,910 760 1,740,877

ii.Amounts due from related parties

Amounts due from related parties arises from expenses incurred on behalf of related parties. The general (3 stage)

approach has been adopted for recognising expected credit loss on amounts due from related parties as they do not
meet the criteria for applying the simplified approach.

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Notes to the Consolidated and

Separate Financial Statements

A day one provision is now required on these instruments. The three-stage model will require monitoring of credit
risk to determine when there has been a significant increase. The ECL has been calculated using the Probability of
default (PD), Loss Given Default (LGD) and Exposure at Default (EAD). The three (3) stage model also incorporates
forward-looking estimates.

At 31 December 2021 Stage 1 Stage 2 Stage 3

12-month ECL Lifetime ECL Lifetime ECL Total
N’000 N’000 N’000 N’000

Gross EAD* 389,579,309 - - 389,579,309

Loss allowance as at 31 December 2021 (8,435,306) - - (8,435,306)
Net EAD 381,144,003 - - 381,144,003

At 31 December 2020 Stage 1 Stage 2 Stage 3

12-month ECL Lifetime ECL Lifetime ECL Total
N’000 N’000 N’000 N’000

Gross EAD* 282,292,238 - - 282,292,238

Loss allowance as at 31 December 2020 (11,673,759) - - (11,673,759)
Net EAD 270,618,479 - - 270,618,479

The Company considers both quantitative and qualitative indicators (staging criteria) in classifying its related party
receivables into the relevant stages for impairment calculation.

Impairment of amount due from related parties are recognised in three stages based on certain quantitative and
qualitative criteria such as:

zzDays past due

zzCredit rating at origination

zzCurrent credit rating

zzSignificant adverse changes in business, financial and/or economic conditions in which the related party operates

Stage 1: This stage includes receivables at origination and receivables that do not have indications of a significant
increase in credit risk.

Stage 2: This stage includes receivables that have been assessed to have a significant increase in credit risk using the
above mentioned criteria, more than 30 days past due and other qualitative indicators such as the increase in political
risk concerns or other macroeconomic factors and the risk of legal action, sanction or other regulatory penalties that
may impair future financial performance.

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Notes to the Consolidated and

Separate Financial Statements

Stage 3: This stage includes financial assets that have been assessed as being in default (e.g. receivables that are more
than 90 days past due) and have a clear indication that the imposition of financial or legal penalties and/or sanctions
will make the full recovery of indebtedness highly improbable.

iii. Cash and cash equivalents

The Company also assessed the cash and cash equivalents to determine their expected credit losses. Based on this
assessment, they identified the expected losses on cash as at 31 December 2020 and 31 December 2021 to be
insignificant, as the loss rate is deemed immaterial. Cash and cash equivalents are assessed to be in stage 1.
Sensitivity of estimates used in IFRS 9 ECL

Estimation uncertainity in measuring impairment loss

In establishing sensitivity to ECL estimates for trade receivables and related parties receivables, three variables (GDP
growth rate, exchange rate, and Inflation rate) were considered. Of these variables, the Group’s receivables portfolio
reflects greater responsiveness to GDP growth rate and inflation rate.

i Trade receivables

The table below shows information on the sensitivity of the carrying amounts of the Group’s financial assets to the
methods, assumptions and estimates used in calculating impairment losses on those financial assets at the end of the
reporting period. Changes to these methods, assumptions and estimates may result in material adjustments to the
carrying amounts of the Group’s financial assets.

Expected cash flow recoverable:

The table below demonstrates the sensitivity to a 10% change in the expected cash flows from trade receivables, with
all other variables held constant:

Effect on profit before tax

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Increase/decrease in estimated cash flows

+10% 91,086 41,348 91,086 41,348
-10% (91,086) (41,348) (91,086) (41,348)

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Notes to the Consolidated and

Separate Financial Statements

Forward-looking macroeconomic variables:

This table shows the sensitivity of the expected credit loss to an inverse and positive change to each forward-looking
macro-economic variables, with all other variables held constant:

2021 Effect on expected credit loss

Brent Oil Price
-10% Held constant +10%
N'000 N'000 N'000

Inflation rate
+10% 5,738 23,714 41,690
Held constant (17,976) - 17,976
-10% (41,690) (23,714) (5,738)

2020 Effect on expected credit loss

Brent Oil Price
-10% Held constant +10%
N'000 N'000 N'000

Inflation rate
+10% 4,535 14,413 24,291
Held constant (9,878) - 9,878
-10% (24,291) (14,413) (4,535)

ii Related party receivables

The table below demonstrates the sensitivity to movements in the following inputs for related parties receivables with all
other variables held constant:

Probability of default (PD)

Effect on profit before tax
Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Increase/decrease in PD
+10% (417,391) (445,459) (417,391) (445,459)
-10% 417,391 445,459 417,391 445,459

126 BUA Foods Plc. Annual Report and Accounts 2021

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Notes to the Consolidated and

Separate Financial Statements

Loss given default (LGD)
Effect on profit before tax
Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Increase/decrease in loss given default

+10% (842,171) (1,137,507) (842,171) (1,137,507)
-10% 842,171 1,137,507 842,171 1,137,507

Forward looking macroeconomic indicators

2021 Effect on expected credit loss
Brent Oil Price
-10% Held constant +10%
N'000 N'000 N'000

Inflation rate
+10% (1,208,891) (1,516,096) (1,823,302)
Held constant 307,206 - (307,206)
-10% 1,823,302 1,516,096 1,208,891

2020 Effect on expected credit loss

Brent Oil Price
-10% Held constant +10%
N'000 N'000 N'000

Inflation rate
+10% (450,209) (846,760) (1,243,311)
Held constant 396,551 - (396,551)
-10% 1,243,311 846,760 450,209

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Notes to the Consolidated and

Separate Financial Statements

5 Revenue from Contracts with Customers

a Disaggregation of revenue from contracts with customers
The Company derives revenue from the transfer of goods at a point in time in the following major product categories:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Sales - Sugar (Non-fortified) 79,156,351 33,515,576 74,314,267 30,310,662

Sales - Sugar (Fortified) 129,837,641 67,928,067 32,048,628 55,986,191
Sales - Molasses 439,023 12,085,132 315,581 12,055,830
Sales - Pasta 54,401,629 35,400,427 54,401,629 35,400,427
Sales - Bakery Flour 64,191,750 40,117,235 64,191,750 40,117,235
Sales - Bran 5,245,840 3,813,600 5,245,840 3,813,600
333,272,234 192,860,037 230,517,695 177,683,946

Nigeria is the Group’s only geographical segment as 100% of the Group’s revenue is earned from sales in Nigeria.

All of the Group’s revenue is derived from sale of similar products with similar performance obligation. Additionally, the
Group’s transactions in 2021 with one major customer which contributed more than 10% of the total revenue from the
sale of sugar is N23.3billion (2020: N20.5billion).

b Liabilities related to contracts with customers

The Group has recognised the following liabilities related to contracts with customers:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Contract liabilities – advance payment from 40,931,459 25,286,669 40,931,459 25,286,669

customers*

128 BUA Foods Plc. Annual Report and Accounts 2021

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notes to the Consolidated and

Separate Financial Statements

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Balance as at 1 January 25,286,669 1,937,053 25,286,669 1,937,053

Payments received in advance of satisfaction 40,931,459 25,286,669 40,931,459 25,286,669
of performance
Revenue recognised for goods previously paid (25,286,669) (1,937,053) (25,286,669) (1,937,053)
for
40,931,459 25,286,669 40,931,459 25,286,669

Advance payment from customers are deposits made in advance by customers for goods which are yet to be supplied
as of the year end date.

6 Expenses by Nature
Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Cost of raw materials consumed 211,205,886 101,247,167 145,170,178 93,977,666

Staff cost (Note 6b) 2,992,414 1,976,973 2,236,645 1,864,798
Factory production overhead 13,077,833 21,735,679 11,039,388 20,726,713
Depreciation of property, plant and equipment
(Note 10) 7,395,730 3,372,283 7,320,768 3,105,400
Depreciation of right-of-use assets (Note 11) 1,010,905 1,042,280 6,452 37,827
Management fee (Note 21a) - 2,382,190 - 2,382,190
Audit fees 93,338 46,200 80,300 41,200
Donations 14,148 - 2,500 -
Foreign exchange loss on translation of
borrowings (Note 16b) - 752,294 - 752,294

BUA Foods Plc. Annual Report and Accounts 2021 129

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notes to the Consolidated and

Separate Financial Statements

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Rent and rates 139,841 109,156 128,679 108,531

General expenses 2,316,642 4,108,778 1,264,728 1,960,344
Security 84,967 78,818 64,805 78,318
Travel and transportation 15,564 231,001 15,564 230,908
Subscriptions 7,367 105,306 4,744 104,231
Legal and professional expenses 162,456 9,514 161,327 9,514
Hotel and accommodation 64,389 2,448 62,202 1,171
Advertisement 21,192 9,720 20,664 8,851
Direct labour 492,106 328,709 492,106 260,623
Electricity 108,191 - 104,614 -
Other expenses 2,553,581 262,904 2,538,228 262,909
Entertainment 4,255 - 2,622 -
Training 85 - 85 -
Bank charges 3,135,055 1,662,406 2,956,769 1,662,406
Printing and stationery 43,538 245,569 38,629 243,781
Haulage expense 9,843,184 3,965,903 7,119,526 3,610,013
Other selling and marketing expenses 292,515 47,481 292,514 47,481
255,075,182 143,722,779 181,124,037 131,477,169

There were no non-audit services provided by other professionals in respect of the financial statements during the year.
Also, the Company’s auditors did not provide any non-audit services during the year.

a Expenses summarised as follows:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Cost of sales 230,312,612 129,287,202 161,234,006 119,936,196

Administrative expenses 14,626,871 10,422,193 12,477,991 7,883,479
Selling and distribution expenses 10,135,699 4,013,384 7,412,040 3,657,494
255,075,182 143,722,779 181,124,037 131,477,169

130 BUA Foods Plc. Annual Report and Accounts 2021

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notes to the Consolidated and

Separate Financial Statements

b Staff cost

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Staff salaries 2,726,455 1,787,052 1,977,386 1,674,878

Terminal benefit 200,000 - 200,000 -
Pension (employer contribution) 8,019 56,572 8,019 56,572
Staff welfare and training 3,725 107,401 1,335 107,401
Medical 25,314 25,947 21,004 25,947
Other staff costs 28,901 - 28,901 -
2,992,414 1,976,973 2,236,645 1,864,798

c Net impairment (write-back)/ loss on financial assets

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Decrease in loss allowance on trade receivables (1,483) 207,735 (1,483) 207,735

(Note 14a)
Decrease in loss allowance due from related (141,800) (591,463) (141,800) (591,463)
parties (Note 21c)
(143,283) (383,728) (143,283) (383,729)

7 Other Income

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Rental income 1,520,000 1,520,000 1,520,000 1,520,000

Sundry income 14,037 544 12,253 544
Dividend income* - - 29,000,000 -
Sales - Scrap 20,503 22,466 20,503 22,149
1,554,540 1,543,010 30,552,756 1,542,693

*Dividend income relates to interim dividend from BUA Sugar Refinery FZE.

BUA Foods Plc. Annual Report and Accounts 2021 131

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notes to the Consolidated and

Separate Financial Statements

8 Finance Income/(Cost)

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Finance income
Interest income 2,892,019 30,999 2,892,019 30,999
2,892,019 30,999 2,892,019 30,999
Finance cost
Interest expense on overdraft (1,377,825) (780,451) (1,377,825) (780,451)
Interest expense on borrowings (Note 16b) (2,980,794) (2,221,030) (2,980,794) (2,221,030)
Interest on lease liabilities (Note 11b) (689,027) (598,444) (5,051) (7,503)
(5,047,646) (3,599,925) (4,363,670) (3,008,984)
Net finance cost (2,155,627) (3,568,926) (1,471,651) (2,977,985)

9 Taxation
a. Income tax expense

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Minimum tax 270,527 245,882 270,527 245,882

Company Income tax 4,893,407 - 4,893,407 -

Tertiary education tax 1,417,337 1,041,167 1,417,337 1,041,167
Police levy fund 2,486 2,248 2,486 2,248
6,313,230 1,043,415 6,313,230 1,043,415
Deferred tax charge 1,387,406 10,798,855 1,387,406 10,798,855
Tax charge 7,700,636 11,842,270 7,700,636 11,842,270

132 BUA Foods Plc. Annual Report and Accounts 2021

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notes to the Consolidated and

Separate Financial Statements

b . Current income tax payable

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

The movement in tax payable is as follows:

Balance at the beginning of the year 6,264,936 5,035,714 6,264,936 5,035,714
Provision for the year (Note 9a) 6,581,271 1,287,049 6,581,271 1,287,049
Police trust fund levy 2,486 2,248 2,486 2,248
Payment during the period (69,948) (60,075) (69,948) (60,075)
Closing balance 12,778,745 6,264,936 12,778,745 6,264,936

A reconciliation of the Group’s tax expense and the product of accounting profit multiplied by domestic tax rate for the
year ended 31 December 2021 and 31 December 2020 is as follows:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Profit before tax 77,468,721 47,249,188 78,347,519 44,909,332

Tax at 30% statutory tax rate 23,240,616 14,174,756 23,504,256 13,472,800

Adjustments:
Tertiary education tax (1,417,337) (1,041,167) (1,417,337) (1,041,167)
Effect of permanent difference (14,354,074) (1,508,855) (14,617,714) (806,898)
Minimum tax adjustment (270,527) (245,882) (270,527) (245,882)
Police levy fund (2,486) (2,248) (2,486) (2,248)
Impact of deferred tertiary education tax - (38,778) - (38,778)
Tax charge for the year 7,700,636 11,842,270 7,700,636 11,842,270

c. Deferred tax liabilities

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Opening balance 13,837,780 3,038,925 13,837,780 3,038,925

Deferred tax charge 1,387,406 10,798,855 1,387,406 10,798,855
Closing balance 15,225,186 13,837,780 15,225,186 13,837,780

BUA Foods Plc. Annual Report and Accounts 2021 133

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notes to the Consolidated and

Separate Financial Statements

The analysis of deferred tax liabilities is as follows:

Group
Unrealised
Property, plant exchange
and equipment difference Provisions Total
N'000 N'000 N'000 N'000

At 1 January 2021 17,228,142 (355,716) (3,034,646) 13,837,780

Charged to profit or loss 795,655 355,716 236,035 1,387,406
At 31 December 2021 18,023,797 - (2,798,611) 15,225,186

Unrealised
Property, plant exchange
and equipment difference Provisions Total
N'000 N'000 N'000 N'000

At 1 January 2020 18,915,527 (1,055,258) (14,821,344) 3,038,925

Charged to profit or loss (1,687,385) 699,542 11,786,698 10,798,855
At 31 December 2020 17,228,142 (355,716) (3,034,646) 13,837,780

Company
Unrealised
Property, plant exchange
and equipment difference Provisions Total
N'000 N'000 N'000 N'000

At 1 January 2021 17,228,142 (355,716) (3,034,646) 13,837,780

Charged to profit or loss 795,655 355,716 236,035 1,387,406
At 31 December 2021 18,023,797 - (2,798,611) 15,225,186

Unrealised
Property, plant exchange
and equipment difference Provisions Total
N'000 N'000 N'000 N'000

At 1 January 2020 18,915,527 (1,055,258) (14,821,344) 3,038,925

Charged to profit or loss (1,687,385) 699,542 11,786,698 10,798,855
At 31 December 2020 17,228,142 (355,716) (3,034,646) 13,837,780

134 BUA Foods Plc. Annual Report and Accounts 2021

 10 Property, Plant and Equipment
AT A GLANCE

Group
Capital
Land and Plant and Furniture Motor Office work-in-
Buildings machinery and fittings vehicles Trucks equipment progress Total
N’000 N’000 N’000 N’000 N’000 N’000 N’000 N’000

BUA Foods Plc. Annual Report and Accounts 2021

Cost
STRATEGIC REPORT

At 1 January 2021 11,111,808 170,779,415 253,176 689,071 2,097,662 489,495 67,815,187 253,235,814
Separate Financial Statements
Notes to the Consolidated and

Additions during the year 119,033 82,104 46,432 28,600 - 30,936 106,988,630 107,295,735
At 31 December 2021 11,230,841 170,861,519 299,608 717,671 2,097,662 520,431 174,803,817 360,531,549

At 1 January 2020 8,005,823 112,251,563 66,770 516,944 2,097,662 76,980 - 123,015,742

Additions during the year 3,105,985 58,527,852 186,406 172,127 - 412,515 67,815,187 130,220,072
At 31 December 2020 11,111,808 170,779,415 253,176 689,071 2,097,662 489,495 67,815,187 253,235,814

Accumulated depreciation
LEADERSHIP AND GOVERNANCE

At 1 January 2021 1,636,392 26,895,891 120,391 509,639 2,046,302 251,551 - 31,460,166

Charge/ (writeback) of depreciation for the year 236,767 6,978,516 57,343 70,077 (46,689) 99,716 - 7,395,730
At 31 December 2021 1,873,159 33,874,407 177,734 579,716 1,999,613 351,267 - 38,855,896

At 1 January 2020 1,464,636 24,116,565 84,057 480,224 1,781,393 161,007 - 28,087,883

Charge for the year 171,756 2,779,326 36,334 29,415 264,909 90,544 - 3,372,284
FINANCIAL STATEMENTS

At 31 December 2020 1,636,392 26,895,891 120,391 509,639 2,046,302 251,551 - 31,460,166

Net book value

At 31 December 2021 9,357,682 136,987,112 121,874 137,955 98,049 169,164 174,803,817 321,675,653
At 31 December 2020 9,475,415 143,883,524 132,785 179,432 51,360 237,945 67,815,187 221,775,648

At year end, Land accounted for N1,093,099 of the total land and buildings balance (2020: N991,975).
ADDITIONAL INFORMATION

135
136
10 Property, plant and equipment
AT A GLANCE

Company
Land and Plant and Furniture Motor Trucks Office Capital Total
Buildings machinery and fittings vehicles equipment work-in-
progress
N’000 N’000 N’000 N’000 N’000 N’000 N’000 N’000

Cost
STRATEGIC REPORT

At 1 January 2021 10,245,896 169,752,823 123,694 624,349 2,097,662 112,617 336,476 183,293,517
Separate Financial Statements
Notes to the Consolidated and

Additions during the year 7,404 277,954 16,385 - - 29,733 103,124,029 103,455,505
At 31 December 2021 10,253,300 170,030,777 140,079 624,349 2,097,662 142,350 103,460,505 286,749,022

At 1 January 2020 8,005,823 112,251,563 66,770 516,944 2,097,662 76,980 - 123,015,742

Additions during the year 2,240,073 57,501,260 56,924 107,405 - 35,637 336,476 60,277,775
At 31 December 2020 10,245,896 169,752,823 123,694 624,349 2,097,662 112,617 336,476 183,293,517

Accumulated depreciation
LEADERSHIP AND GOVERNANCE

At 1 January 2021 1,624,424 26,490,386 74,323 477,277 2,046,302 85,112 - 30,797,825

Charge/ (writeback) of depreciation for the year 222,546 7,045,190 26,388 46,747 (46,689) 26,586 - 7,320,768
At 31 December 2021 1,846,970 33,535,576 100,711 524,024 1,999,613 111,698 - 38,118,593

At 1 January 2020 1,458,652 23,859,916 59,559 464,043 1,781,393 68,861 - 27,692,425

Charge for the year 165,772 2,630,470 14,764 13,234 264,909 16,251 - 3,105,400
FINANCIAL STATEMENTS

At 31 December 2020 1,624,424 26,490,386 74,323 477,277 2,046,302 85,112 - 30,797,825

Net book value

At 31 December 2021 8,406,330 136,495,201 39,368 100,325 98,049 30,652 103,460,505 248,630,430
At 31 December 2020 8,621,471 143,262,437 49,370 147,072 51,360 27,506 336,476 152,495,692

As at year end, Land accounted for N991,975 of the total land and buildings balance.

BUA Foods Plc. Annual Report and Accounts 2021

ADDITIONAL INFORMATION
AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notes to the Consolidated and

Separate Financial Statements

a. Analysis of depreciation charge on property, plant and equipment

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Recognised in cost of sales 4,525,882 2,589,004 4,525,882 2,589,004

Recognised in administrative expenses 2,869,848 783,280 2,794,886 516,396
7,395,730 3,372,284 7,320,768 3,105,400

b . Capital work in progress (CWIP) represents value of plant and machinery under construction on the Flour and Pasta
plants. There were no capitalised borrowing costs in the year.

11 Leases

This note provides information for leases where the Group is a lessee.
a. Right-of-use assets

Buildings Group Company

31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Cost
Opening balance as at 1 January 3,136,394 89,343 123,036 89,343
Additions during the year - 3,047,051 - 33,693
Closing balance as at 31 December 3,136,394 3,136,394 123,036 123,036

Depreciation
Opening balance as at 1 January 1,089,029 46,749 84,576 46,749
Charge for the year 1,010,905 1,042,280 6,452 37,827
Closing balance as at 31 December 2,099,934 1,089,029 91,028 84,576

Net book value 1,036,460 2,047,365 32,008 38,460

BUA Foods Plc. Annual Report and Accounts 2021 137

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notes to the Consolidated and

Separate Financial Statements

b. Lease liabilities

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Opening balance as at 1 January 3,677,928 37,509 73,629 37,509

Additions - 3,047,048 - 33,690
Interest expense 687,735 598,444 3,759 7,503
Payments made during the year (39,611) (5,073) (39,611) (5,073)
Closing balance as at 31 December 4,326,052 3,677,928 37,776 73,629

The total cash flow for all leases in the year ended 31 December 2021 was N39.61million for the Group and Company
(2020: N5.07million).

Lease liabilities as at 31 December 2021 and 31 December 2020 are classified as follows:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Current lease liabilities 4,292,441 876,004 4,165 39,980

Non-current lease liabilities 33,611 2,801,924 33,611 33,649
4,326,052 3,677,928 37,776 73,629

c. Amounts recognised in the statement of profit or loss

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Depreciation charge on right-of-use assets

Recognised in cost of sales 1,010,905 1,004,453 6,452 -
Recognised in administrative expenses - 37,827 - 37,827
1,010,905 1,042,280 6,452 37,827
Interest expense on leases
Recognised in finance costs 687,735 598,444 3,759 7,503

d. The weighted average incremental borrowing rate of the lease liabilities as at 31 December 2021 and 31 December
2020 is 11.5% and 13.5% respectively.

138 BUA Foods Plc. Annual Report and Accounts 2021

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notes to the Consolidated and

Separate Financial Statements

12. Biological Assets

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Plantation Development Expenditure 153,040 111,600 - -

Unharvested Cane 390,861 444,359 - -
543,901 555,959 - -

Plantation Development Expenditure represents cost on land preparation, planting and upkeeping of the sugarcane
up to maturity less cost to sell. Unharvested Cane represents cost (cane seed, labour cost and other direct expenses)
incurred on matured sugarcane less cost to sell.

13. Inventories

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Raw materials 11,415,957 14,058,056 2,504,859 8,887,901

Work-in-Progress 327,155 2,067,494 221,749 1,948,412
Finished products 3,454,544 2,472,469 3,252,043 2,060,570
Packing materials 769,719 541,804 621,529 541,804
Consumables and spare parts 588,946 1,254,184 279,309 971,113
16,556,321 20,394,007 6,879,489 14,409,800
Goods in transit 8,370,150 - 8,370,150 -
24,926,471 20,394,007 15,249,639 14,409,800

There was no inventory provision during the year as no inventory item was impaired (2020: Nil). The value of inventory
transferred to cost of sales for the year was N211.21billion (2020: N101.18billion)

BUA Foods Plc. Annual Report and Accounts 2021 139

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notes to the Consolidated and

Separate Financial Statements

14. Trade and Other Receivables

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Financial assets:
Trade receivables 1,740,877 986,061 1,740,877 986,061
Other debtors* 47,226,930 14,973,572 47,226,278 14,961,137
48,967,807 15,959,633 48,967,155 15,947,198

Non-financial assets
Prepaid expenses 292,269 223,523 275,482 220,908
Withholding tax receivable 2,900,000 2,083 2,900,000 2,083
3,192,269 225,606 3,175,482 222,991

52,160,076 16,185,239 52,142,637 16,170,189

*Other debtors mainly includes cash held by banks for foreign exchange forward contracts.

a. Impairment of trade receivables

The reconciliation of loss allowance for trade receivables as at 31 December 2020 to the opening loss allowance on 1
January 2021 and to the closing loss allowance as at 31 December 2021 is as follows:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Opening loss allowance as at 1 January 414,965 207,230 414,965 207,230

(Decrease)/increase in loss allowance (1,483) 207,735 (1,483) 207,735
recognised in profit or loss during the year
At 31 December 413,482 414,965 413,482 414,965

b. The gross carrying amount of trade receivables is shown below:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Net carrying amount – trade receivables 1,740,877 986,061 1,740,877 986,061

Add: loss allowance (Note 14a) 413,482 414,965 413,482 414,965
Gross carrying amount – trade receivables 2,154,359 1,401,026 2,154,359 1,401,026

140 BUA Foods Plc. Annual Report and Accounts 2021

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notes to the Consolidated and

Separate Financial Statements

15. Cash and Balances with Banks

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Cash in hand 169,574 19,452 151,788 19,452

Cash in bank 30,169,211 19,363,800 30,162,572 19,362,956
Fixed deposits with banks - 6,299,682 - 6,292,454
30,338,785 25,682,934 30,314,360 25,674,862

a. The fixed deposit with maturity of less than three months.

b. F or the purpose of the statement of cash flows, cash and cash equivalents comprise of cash in hand, cash at bank,
short term investment and bank overdraft as analysed below:
Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Cash and balances with banks 30,338,785 25,682,934 30,314,360 25,674,862

Bank overdrafts (2,851,413) (9,466,442) (2,851,413) (9,466,442)
27,487,372 16,216,492 27,462,947 16,208,420

16. Borrowings
a. Borrowings comprises:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Current
Short-term import finance facilities 238,185,115 115,967,554 238,185,115 115,967,554
Bank borrowings - current 2,973,995 8,435,664 2,973,995 8,435,664
241,159,110 124,403,218 241,159,110 124,403,218
Non-current
Bank borrowings - non current 4,889,870 3,834,509 4,889,870 3,834,509
Total borrowings 246,048,980 128,237,727 246,048,980 128,237,727

Current bank borrowings relate to short-term Import Finance Facilities (IFF) from several Nigerian banks with average
maturity of 5 months. They also include bank borrowings repayable within the next 12 months.

BUA Foods Plc. Annual Report and Accounts 2021 141

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Notes to the Consolidated and

Separate Financial Statements

Term loans are secured by all the assets of the Company. They include:

i) USD45 million obtained from Standard Chartered Bank Nigeria Limited for 54 months with effect from July 2015
(inclusive of 18 months moratorium). The principal portion of this loan has been fully repaid in the year.

ii) 
N10billion obtained from Union Bank of Nigeria Plc for a period of 72 months with effect from 18 September 2018
(inclusive of 24 months moratorium).

iii) N6.26billion obtained from Sterling Bank Nigeria Limited for a period of 98 months with effect from February 2019.

b. Movement in borrowings is as follows:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Opening balance 128,237,727 105,269,130 128,237,727 105,269,130

Proceeds from loan drawdown 269,733,940 102,732,001 269,733,940 102,732,001
Interest charge expensed 2,980,794 2,221,030 2,980,794 2,221,030
Interest absorbed by related parties - 2,575,671 - 2,575,671
Interest charge capitalised - - - -
Foreign exchange loss on translation of - 752,294 - 752,294
borrowings
Repayment of principal (153,138,049) (78,930,433) (153,138,049) (78,930,433)
Interest paid (1,765,432) (6,381,966) (1,765,432) (6,381,966)
Total borrowings 246,048,980 128,237,727 246,048,980 128,237,727

c. Net debt comprises:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Cash and balances with banks (30,338,785) (25,682,934) (30,314,360) (25,674,862)

Borrowings - current 241,159,110 124,403,218 241,159,110 124,403,218
Borrowings - non-current 4,889,870 3,834,509 4,889,870 3,834,509
Borrowings - overdraft 2,851,413 9,466,442 2,851,413 9,466,442
Net debt 218,561,608 112,021,235 218,586,033 112,029,307

142 BUA Foods Plc. Annual Report and Accounts 2021

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Notes to the Consolidated and

Separate Financial Statements

17. Trade and Other Payables

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Financial liabilities:
Trade payables 3,858,564 4,159,842 3,614,311 3,971,989
Accrued audit fees 61,750 - 61,750 -
Other payables and accrued expenses 3,061,757 3,982,161 2,965,019 3,956,915
Total financial liabilities 6,982,071 8,142,003 6,641,080 7,928,905

Non-financial liabilities:
Value added tax payable 25,481,788 16,091,130 22,341,308 15,826,653
Withholding tax payable 3,081,514 111,647 181,513 111,647
Other statutory obligations 2,799,911 9,110 2,799,911 9,110
Total non-financial liabilities 31,363,213 16,211,887 25,322,732 15,947,410
38,345,284 24,353,890 31,963,812 23,876,315

All trade payables are due within 12 months after the statement of financial position date.

18. Share Capital
Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Authorised:
As at 1 January 9,000,000 20,000 9,000,000 20,000
For Group restructuring: -
9,537,595 ordinary shares of N1.00 each - 9,538 - 9,538
For Share split:
17,940,924,810 ordinary shares of N0.50 each 8,970,462 8,970,462 8,970,462 8,970,462
17,970,462 9,000,000 17,970,462 9,000,000

The authorised share capital as at 31 December 2021 is 18,000,000,000 ordinary shares of N0.50 each.
Issued and fully paid:
20,000,000 ordinary shares of N1.00 each 9,000,000 20,000 9,000,000 20,000
For Group restructuring (Note 18.1) - 9,538 - 9,538
Bonus issue on share split 8,954,507 - 8,954,507 -
Additional shares issued/alloted 15,955 - 15,955 -
17,970,462 29,538 17,970,462 29,538

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Notes to the Consolidated and

Separate Financial Statements

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Authorised:
Number of shares as at 1 January 29,538 20,000 29,538 20,000
- additions on Group restructuring - 9,538 - 9,538
- additions on share split 17,970,462 17,970,462
18,000,000 29,538 18,000,000 29,538

Issued and fully paid:

Number of shares as at 1 January 29,538 20,000 29,538 20,000
- additions on Group restructuring - 9,538 - 9,538
- additions on share split 17,938,552 - 17,938,552 -
-additions on shares alloted during the year 31,910 - 31,910 -
18,000,000 29,538 18,000,000 29,538

18.1 Changes to Authorised and Issued Share Capital

a. Group restructuring
As part of the Group restructuring, the Company increased its authorised share capital by 9,537,595 ordinary shares
of N1.00 each which was issued to existing shareholders of the merged and transferred entities.

b. Share split
By a resolution dated 24 November 2021, the Company increased its authorised share capital to 18,000,000,000
ordinary shares by the creation of 17,940,924,810 ordinary shares of N0.50 each. Existing shares of 29,537,595 of
N1.00 each were also converted based on the share split to 59,075,190 of N0.50 each.

c. Bonus shares issued

 Based on the share split, bonus shares of 17,909,014,810 ordinary shares were issued to existing shareholders of the
Company at a bonus ratio of 303.1562795 by way of capitalisation of reserves.

d. Additional shares issued

31,910,000 ordinary shares of N0.50 each were alloted to CardinalStone Trustees Limited as part of the requirements
for the Company’s Listing on the Nigerian Stock Exchange.

144 BUA Foods Plc. Annual Report and Accounts 2021

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Notes to the Consolidated and

Separate Financial Statements

18.2 Basic and Diluted Earnings Per Share

Basic earnings per share (EPS) is calculated by dividing the profit attributable to equity holders of the Company by the
weighted average number of ordinary shares outstanding at the end of the reporting year.

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Profit attributable to ordinary equity holders of 69,768,085 35,406,918 70,646,883 33,067,062

the parent N'000
Weighted average number of ordinary shares 16,473,408 17,968,090 16,473,408 17,968,090
in issue at year end
Weighted average number of ordinary shares 29,538 29,538 29,538 29,538
in issue after group restructuirng

Basic earnings per share (Naira)

At the end of the year 4.24 1.97 4.29 1.84
Immediately after group restructuring 2,361.98 1,198.69 2,391.73 1,119.48
Before group restructuring 813.20 813.20
Impact of the group restructuring on the EPS 385.49 306.28

Diluted EPS is the same as the basic earning per share as there are no potential securities convertible to ordinary shares.

EPS for 2020 has been adjusted to reflect the merger of BUA Sugar Refinery Limited, IRS Flour Mills Limited, IRS Pasta
Limited, BUA Rice Limited, and BUA Oil Mills Limited and the transfer of BUA Sugar Refinery FZE and LASUCO Sugar
Company Limited to the Group. In line with the Group’s policy, although the merger and transfer of subsidiaries
took place in 2021, the issue of additional shares has been reflected as though it had occurred as at 1 January 2020.
Accordingly, weighted average number of ordinary shares used for EPS calculation in each period presented has been
adjusted to reflect as though the shares issued to the shareholders of the merged and transferred entities had been
outstanding as at 2020.

Earnings used for the Company EPS calculations include the full period/year results of BUA Sugar Refinery
Limited, IRS Flour Mills Limited, IRS Pasta Limited, BUA Rice Limited, BUA Oil Mills Limited, and BUA Foods Plc.

Earnings used for the Group EPS calculations include the full period/year results of BUA Sugar Refinery Limited, IRS
Flour Mills Limited, IRS Pasta Limited, BUA Rice Limited, BUA Oil Mills Limited, and BUA Foods Plc, BUA Sugar Refinery
FZE and LASUCO Sugar Company Limited.

For the calculation of the EPS, the share split and bonus shares that occurred in 2021 have been treated retrospectively
in the determination of the weighted average number of shares outstanding as at 31 December 2020 as required by
IFRS.

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Notes to the Consolidated and

Separate Financial Statements

19. Cash Generated from/ (Used in) Operating Activities

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Profit before tax 77,468,721 47,249,188 78,347,519 44,909,332

Adjustment for:
Depreciation of property, plant and equipment 7,395,730 3,372,284 7,320,768 3,105,400
(Note 10)
Depreciation of right-of-use assets (Note 11a) 1,010,905 1,042,280 6,452 37,827
Foreign exchange loss on translation of foreign - 752,294 - 752,294
currency borrowings (Note 16b)
Finance income (Note 8) (2,892,019) (30,999) (2,892,019) (30,999)
Finance cost 2,980,794 5,223,036 2,980,794 4,632,095
Interest on lease liabilities (Note 8) 687,735 - 3,759 -
Impairment write-back on financial assets (143,283) (383,728) (143,283) (383,729)
Minimum tax (Note 9a) 270,527 245,882 270,527 245,882
86,779,110 57,470,237 85,894,517 53,268,102

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Changes in working capital:

Increase in inventories (4,532,464) (11,532,973) (839,839) (5,597,649)
Increase in trade and other receivables (35,831,554) (16,526,356) (35,972,450) (16,910,692)
Increase in due from related parties (Note 21d) (75,109,638) (46,530,430) (75,717,402) (45,801,343)
Increase in trade and other payables 13,991,394 72,834,718 8,087,497 49,189,438
Increase in contract liabilities 15,644,790 23,349,620 15,644,790 23,349,616
Net cash generated from/ (used in) operations 941,638 79,064,816 (2,902,888) 57,497,473

146 BUA Foods Plc. Annual Report and Accounts 2021

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Notes to the Consolidated and

Separate Financial Statements

20. Particulars of Directors and Staff

a. Particulars of staff
The average number of persons, excluding Directors, employed by the Company during the year is as follows:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Production 447 382 297 278

Administration 195 109 114 72
642 491 411 350

b. The table below shows the number of employees of the Company in receipt of emoluments, including allowances
and pension costs within the following bands during the year.

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

N100,000 - N500,000 26 14 - -
N500,000 - N1,000,000 99 61 29 6
NN1,000,001 - N2,000,000 76 77 15 29
N2,000,001 - N3,000,000 72 154 47 146
N3,000,001 - N4,000,000 136 113 121 104
N4,000,001 - N5,000,000 90 36 81 33
N5,000,001 - N10,000,000 121 27 101 26
N10,000,001 - N15,000,000 13 2 11 -
N15,000,001 - N20,000,000 3 4 2 4
N20,000,001 - N30,000,000 3 3 1 2
N30,000,001 - N40,000,000 3 - 3 -
642 491 411 350

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Notes to the Consolidated and

Separate Financial Statements

c. Particulars of Directors
i Directors’ emoluments
The remuneration paid to the Directors of the Group is as follows:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Emoluments paid to the Director 95,050 49,629 95,050 49,629

Amount paid to the highest paid Director 56,022 49,629 56,022 49,629

The number of Directors of the Group (including the highest paid Director) whose remuneration, excluding pension
contributions in respect of services to the Group fell within the following range:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
Number Number Number Number

30,000,001 - 40,000,000 1 - 1 -
40,000,001 - 50,000,000 1 1 1 1
2 1 2 1

21. Related Party Transactions and Balances

The majority shareholder of the Company, Alhaji Abdulsamad Rabiu CON who is also the Chairman of the Board of
Directors (‘the Chairman’), is the ultimate owner of the Group.

The Group is owned and controlled by the Chairman. The Chairman has controlling interests in other companies which
are considered to be related parties to the Group.

The Company’s transactions and balances arising from dealings with related parties during the year are shown below:

a. Transactions with related parties

(i) Management agreement

As consideration for the services provided by BUA International Limited, a sum equivalent to 2.83% of the net revenue
from BUA Sugar Refinery Limited for the year will be paid to BUA International Limited in line with the Management
Service Agreement between both entities. During the year ended 31 December 2021, BUA International Limited waived
100% of the right to claim the management fee due to her from the Group while 50% of the rights was waived in the
year ended 31 December 2020. Hence, no management fee has been included in the administrative expenses for the
year ended 31 December 2021 (2020: N2.38billion).

148 BUA Foods Plc. Annual Report and Accounts 2021

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Notes to the Consolidated and

Separate Financial Statements

(ii) Key management personnel compensation

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) of the entity. The
Group has identified its management team and the Directors as its key management personnel. The compensation paid
or payable to key management for employee services is shown below:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Salaries and other short-term employee 249,725 91,964 171,465 91,964

benefits
Pension costs 15,483 3,898 10,631 3,898
265,208 95,862 182,096 95,862

b. Outstanding balances with related parties

Below are the outstanding receivables from, and payables to related parties. These balances are not as a result of trade
transactions but relate to settlement of liabilities on behalf of the Company or by the Company on behalf of other
entities. There are no existing terms and conditions on these balances.


(i) Due from related parties

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
Relationship N'000 N'000 N'000 N'000

BUA International Limited Shareholder/ 198,217,032 128,963,388 223,619,180 195,292,380

Sister company
Director's current account Director 20,980,727 16,971,677 20,573,057 16,587,549
Impairment of receivables (8,295,083) (8,436,883) (8,295,083) (8,436,883)
from related parties
210,902,676 137,498,182 235,897,154 203,443,046

* Directors current account relates to drawings by the Chairman. There are no interests on amounts drawn.

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Notes to the Consolidated and

Separate Financial Statements

(ii) Due to related parties

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
Relationship N'000 N'000 N'000 N'000

BUA International Limited Shareholder/ 48,114,507 49,819,651 - 43,406,577

Sister company
48,114,507 49,819,651 - 43,406,577

Due from related parties - 162,788,169 87,678,531 235,897,154 160,036,469

Net

“The related party amounts have been offset and the net amount has been reported in the balance sheet as the Group
has a legally enforceable right to offset the recognised amounts, and the amounts will be settled on a net basis or
simultaneously.

(iii) Deposit for shares

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

Deposit for shares 32,243,723 32,243,723 32,243,723 32,243,723

Deposit for shares are funds of the ultimate shareholder that are yet to be authorised and issued as share capital.

150 BUA Foods Plc. Annual Report and Accounts 2021

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Notes to the Consolidated and

Separate Financial Statements

c. Impairment of amounts due from related parties


The loss allowance on amounts due from related parties as at 1 January and to the closing loss allowance as at 31
December for each year is as follows:

Group Company
31 December 31 December 31 December 31 December
2021 2020 2021 2020
N'000 N'000 N'000 N'000

As at 1 January 8,436,883 9,028,346 8,436,883 9,028,346

Decrease in loss allowance recognised in profit (141,800) (591,463) (141,800) (591,463)
or loss during the year
At 31 December 8,295,083 8,436,883 8,295,083 8,436,883

The net carrying amount of due from related

parties is shown below:

Gross carrying amount - due from related 171,083,252 96,115,414 244,192,237 168,473,352
parties (Note 21)(i)
Less: loss allowance (8,295,083) (8,436,883) (8,295,083) (8,436,883)
Due from related parties net of loss allowance 162,788,169 87,678,531 235,897,154 160,036,469

22. Common Control Transactions

 During the year, BUA Foods Plc (formerly BUA Sugar Refineries Limited) sought and obtained shareholders’ and
regulatory approval to merge BUA Sugar Refinery Limited, IRS Flour Mills Limited, IRS Pasta Limited, BUA Rice Limited,
BUA Oil Mills Limited and BUA Sugar Refinery Limited (renamed to BUA Foods Plc) emerging as the surviving entity.
The operational integration of the entities was also finalised during the year.

Furthermore, the ultimate shareholders also transferred their ownership interests in BUA Sugar Refinery FZE and LASUCO
Sugar Company Limited to BUA Foods Plc. The investments in subsidiaries have been measured at their predecessor
values which is the carrying amount of the investment in the transferor’s (ultimate parent) separate financial statements.

The merged and transferred entities were ultimately controlled by the same party before and after the merger
and control was not transitory. Consequently, this is a business combination of entities under common control.

The Group has applied the predecessor value method restrospectively. The results and net assets of the merged and
transferred entities have been incorporated at their book values as if the entities had always been combined from the
date of the earliest comparative information presented in the financial statements. “

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Notes to the Consolidated and

Separate Financial Statements

(i) Net assets transferred (at book values)

The net assets of the merged and transferred entities as at 1 January 2020 or date of joining the Group are summarised
below:

Group Company
N'000 N'000

Non-current assets
Property, plant and equipment 48,791,692 739,377
Biological assets 492,864 -

Current assets
Inventories 48,883 -
Trade and other receivables 50,901 10,821
Cash and balances with banks 6,156 613

Total assets 49,390,496 750,811

Group Company
N'000 N'000

Non-current liabilities
Deposit for shares (73,800) (73,800)

Current liabilities
Current income tax payable (10,230) (10,230)
Trade and other payables (9,587) (7,478)
Due to related parties - net (50,230,569) (665,474)
Total liabilities (50,324,186) (756,982)

Net liabilities transferred (933,690) (6,171)

Transfer of investment in subsidiaries - 407,670
Net (liabilities)/assets transferred (933,690) 401,499
Issue of shares for the Group restructuring (9,538) (9,538)
Net difference arising on the Group restructuring (943,228) 391,961

The net difference arising on the Group restructuring has been transferred to reorganisation and other reserves.

152 BUA Foods Plc. Annual Report and Accounts 2021

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Notes to the Consolidated and

Separate Financial Statements

23. Investment in Subsidiaries

The following table lists the entities which are controlled by the Group:

Carrying value
31 December 31 December
2021 2020
"Incorporation/
Registration Principal place of
Subsidiary details" business % interest N’000 N'000

BUA Sugar Registered at the 26, Azikiwe road, 100% 387,670 387,670
Refinery FZE Bundu Free Zone Bundu Free Zone,
on 2 June 2020 Port Harcourt, Rivers
State.

LASUCO Sugar Registered at Lafiagi, Edu Local 100% 20,000 20,000

Company Limited the CAC on 7 Government Area,
September 2016 Kwara State.
407,670 407,670

24. Segment Reporting

The Group examines performance from a product perspective and has identified four operating segment in its business:

i. Flour segment: This part of the business is involved in the sale of flour products.

ii. Sugar segment: This part of the business is involved in refining of imported and locally sourced raw sugar as well as
sale of refined sugar

iii. Pasta segment: This segment is involved in the sale of pasta products.

iv. Others: This segment is involved in the production and sale of rice, drinks and edible oils amongst others. The
results of these operations are included in the ‘others’ column.

31 December 31 December
2021 2020
Segment profit disclosures N’000 N'000

Flour 4,085,308 2,289,363

Sugar 46,981,426 6,469,148
Pasta 14,979,652 10,749,675
Others 3,721,700 15,898,732
Total profit after tax 69,768,086 35,406,918

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Notes to the Consolidated and

Separate Financial Statements

31 December 2021

Flour Sugar Pasta Others Total

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

Revenue 64,191,750 208,993,992 54,401,629 5,684,863 333,272,234

Cost of sales less (52,485,600) (148,018,577) (28,809,349) (999,086) (230,312,612)
depreciation
General and adminstrative (3,977,223) (8,129,296) (4,175,054) (74,356) (16,355,929)
expense less depreciation
Operating profit before 7,728,927 52,846,119 21,417,226 4,611,421 86,603,693
depreciation and
impairment
Depreciation (3,317,863) (3,691,145) (1,359,944) (37,689) (8,406,641)
Impairment - 143,283 - - 143,283
Other gains 19,305 1,534,037 1,198 - 1,554,540
Operating profit 4,430,369 50,832,294 20,058,480 4,573,732 79,894,875

Finance income - 2,892,019 - - 2,892,019

Finance cost (1,310) (4,180,333) (3,741) (862,262) (5,047,646)
Minimum tax - (270,527) - - (270,527)
Income tax charge (343,751) (2,292,028) (5,075,087) 10,230 (7,700,636)
Segment's profit 4,085,308 46,981,426 14,979,652 3,721,700 69,768,086
Other comprehensive - - - - -
income
Total comprehensive 4,085,308 46,981,426 14,979,652 3,721,700 69,768,086
income

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Notes to the Consolidated and

Separate Financial Statements

31 December 2020

Flour Sugar Pasta Others Total

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

Revenue 40,117,235 101,443,643 35,400,427 15,898,732 192,860,037

Cost of sales less (33,536,955) (71,641,356) (17,532,096) - (122,710,407)
depreciation
General and adminstrative (788,689) (11,348,586) (1,477,196) - (13,614,471)
expense less depreciation
Operating profit before 5,791,591 18,453,701 16,391,135 15,898,732 56,535,159
depreciation and
impairment

Depreciation (2,420,848) (3,973,278) (1,003,775) - (7,397,901)

Impairment - 525,528 (141,800) - 383,728
Other gains 11,074 1,530,508 1,428 - 1,543,010
Operating profit 3,381,817 16,536,459 15,246,988 15,898,732 51,063,996

Finance income - 30,999 - - 30,999

Finance cost (1,311) (3,594,871) (3,743) - (3,599,925)
Minimum tax - (245,882) - - (245,882)
Income tax charge (1,091,143) (6,257,557) (4,493,570) - (11,842,270)
Segment's profit 2,289,363 6,469,148 10,749,675 15,898,732 35,406,918
Other comprehensive - - - - -
income
Total comprehensive 2,289,363 6,469,148 10,749,675 15,898,732 35,406,918
income

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Notes to the Consolidated and

Separate Financial Statements

Segment total assets disclosures

Segment assets are measured in a manner consistent with that of the financial statements. These assets are allocated
based on the operations of the reporting segment and the physical location of the asset. The Group had no non-current
assets domiciled outside Nigeria.

31 December 31 December
2021 2020
N’000 N'000

Flour 84,305,652 75,226,092

Sugar 453,908,235 356,862,316
Pasta 60,174,069 33,180,919
Others 212,825,609 7,739,292
Total segment's assets 811,213,565 473,008,619

Intersegment elimination
Intercompany transactions (217,744,051) (98,688,936)
Total assets 593,469,515 374,319,683

Segment total liabilities disclosures

Segment liabilities are measured in a manner consistent with that of the financial statements. These liabilities are
allocated based on the operations of the segment.

31 December 31 December
2021 2020
N’000 N'000

Flour 69,896,485 53,709,531

Sugar 292,653,738 242,708,615
Pasta 33,284,780 16,278,829
Others 212,415,035 7,785,463
Total segment's liabilities 608,250,038 320,482,438

Intersegment elimination
Intercompany transactions (215,499,196) (77,113,343)
Total liabilities 392,750,842 243,369,095

156 BUA Foods Plc. Annual Report and Accounts 2021

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Notes to the Consolidated and

Separate Financial Statements

Impairment losses by reportable segments

Impairment losses are measured in a manner consistent with that of the financial statements. These impairments are
allocated based on the operations of the segment.

31 December 2021

Flour Sugar Pasta Others Total

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

At start of the year - 414,965 - - 414,965

Provision during the year - (1,483) - - (1,483)
At the end of the year - 413,482 - - 413,482

31 December 2020

Flour Sugar Pasta Others Total

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

At start of the year - 207,230 - - 207,230

Provision during the year - 207,735 - - 207,735
At the end of the year - 414,965 - - 414,965

BUA Foods Plc. Annual Report and Accounts 2021 157

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Notes to the Consolidated and

Separate Financial Statements

Disaggregation of revenue from customers

The Group derives revenue from the transfer of goods or services at a point in time.

31 December 2021

Flour Sugar Pasta Others Total

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

Point in time 64,191,750 208,993,992 54,401,629 5,684,863 333,272,234

Over time - - - - -
Total revenue 64,191,750 208,993,992 54,401,629 5,684,863 333,272,234

31 December 2020

Flour Sugar Pasta Others Total

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

Point in time 40,117,235 101,443,643 35,400,427 15,898,732 192,860,037

Over time - - - - -
Total revenue 40,117,235 101,443,643 35,400,427 15,898,732 192,860,037

25. Contingent Liabilities

There are no contingent liabilities for the year ended 31 December 2021 (31 December 2020: Nil).

26. Subsequent Events

 On 5 January 2022, BUA Foods Plc. was listed by introduction on the main Board of the Nigerian Exchange Limited
(NGX). A total of 18 billion ordinary shares of BUA Foods Plc. were listed at N40.00 per share under the consumer goods
sector of NGX.

27. Comparatives
Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current
year.

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Value Added Statement

For the year ended 31 December 2021

Company

2021 2020
N'000 % N'000 %

Revenue 230,517,695 177,683,946

Finance income 2,892,019 30,999
Other income 30,552,756 1,542,693
263,962,470 179,257,638
Less: Bought in materials and services:
Local (36,285,606) (19,359,663)
Imported (135,408,262) (106,971,634)
VALUE ADDED 92,268,602 100 52,926,341 100

APPLIED AS FOLLOWS:

TO PAY EMPLOYEES:
Salaries, wages and other benefits 2,236,645 2 1,864,798 4

TO PAY PROVIDERS OF FUNDS:

Finance cost 4,363,670 5 3,008,984 6

TO PAY GOVERNMENT:
Income taxes 7,700,636 8 11,842,270 22

TO PROVIDE FOR REPLACEMENT OF ASSETS AND

FUTURE GROWTH:
Depreciation of property, plant and equipment 7,320,768 8 3,105,400 5
Depreciation of right-of-use assets - - 37,827 -
Retained profit 70,646,883 77 33,067,062 63
VALUE ADDED 92,268,602 100 52,926,341 100

BUA Foods Plc. Annual Report and Accounts 2021 159

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Value Added Statement

Group

2021 2020
N'000 % N'000 %

Revenue 333,272,234 192,860,037

Finance income 2,892,019 30,999
Other income 1,554,540 1,543,010
337,718,793 194,434,046
Less: Bought in materials and services:
Local (108,395,115) (30,221,763)
Imported (135,408,262) (106,971,634)
VALUE ADDED 93,915,416 100 57,240,649 100

APPLIED AS FOLLOWS:

TO PAY EMPLOYEES:
Salaries, wages and other benefits 2,992,414 3 1,976,973 3

TO PAY PROVIDERS OF FUNDS:

Finance cost 5,047,646 5 3,599,925 6

TO PAY GOVERNMENT:
Income taxes 7,700,636 8 11,842,270 21

TO PROVIDE FOR REPLACEMENT OF ASSETS AND

FUTURE GROWTH:
Depreciation of property, plant and equipment 7,395,730 8 3,372,283 6
Depreciation of right-of-use assets 1,010,905 - 1,042,280 -
Retained profit 69,768,085 75 35,406,918 64
VALUE ADDED 93,915,416 100 57,240,649 100

Value added represents the additional wealth created through the effort of the Group and its employees. The Statement
shows the allocation of that wealth to employees, providers of fund, shareholders, government and the amount retained for
the future creation of wealth.

160 BUA Foods Plc. Annual Report and Accounts 2021

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Five-Year Financial Summary

For the year ended 31 December 2021

Statement of financial position

Group Company
31-Dec-2021 31-Dec-2021 31-Dec-2021 31-Dec-2020 31-Dec-2019 31-Dec-2018 31-Dec-2017
N'000 N'000 N'000 N'000 N'000 N'000 N'000

Assets employed
Non-current assets 323,256,014 224,378,972 249,070,108 152,941,822 94,656,996 94,923,636 94,056,091
Current assets 270,213,501 149,940,711 333,603,790 216,291,320 164,250,992 130,411,408 91,421,199
Non-current liabilities (52,392,390) (52,717,936) (52,392,390) (49,949,661) (35,223,132) (36,041,340) (44,356,077)
Current liabilities (340,358,452) (190,651,159) (329,688,704) (189,337,560) (127,207,496) (102,828,618) (62,199,790)
Net assets 200,718,673 130,950,588 200,592,804 129,945,920 96,477,360 86,465,086 78,921,423

Capital employed
Ordinary share capital 9,000,000 29,538 9,000,000 29,538 20,000 20,000 20,000
Reorganisation reserves (943,228) (943,228) 391,961 391,961 - -
Retained earnings 192,661,901 131,864,278 191,200,843 129,524,422 96,457,360 86,445,086 78,901,423

Total equity 200,718,673 130,950,588 200,592,804 129,945,921 96,477,360 86,465,086 78,921,423

Statement of profit or loss and other comprehensive income

Group Company
31-Dec-2021 31-Dec-2020 31-Dec-2021 31-Dec-2020 31-Dec-2019 31-Dec-2018 31-Dec-2017
N'000 N'000 N'000 N'000 N'000 N'000 N'000

Revenue 333,272,234 192,860,037 230,517,695 177,683,946 83,689,564 68,924,552 68,913,395

Profit before tax 77,468,721 47,249,188 78,347,519 44,909,332 10,667,837 11,431,843 7,095,751
Income tax expense (7,700,636) (11,842,270) (7,700,636) (11,842,270) (1,615,163) (3,888,179) (2,329,917)
Profit after tax 69,768,085 35,406,918 70,646,883 33,067,062 9,052,674 7,543,664 4,765,834
Total comprehensive
income 69,768,085 35,406,918 70,646,883 33,067,062 9,052,674 7,543,664 4,765,834

Per share data

Earnings per share (Naira) 7.75 1,198.69 7.85 1,119.48 452.63 377.18 238.29
Net assets per share
(Naira) 22.30 4,433.29 22.29 4,399.28 4,823.87 4,323.25 3,946.07

Earnings per share (EPS) is calculated by dividing the profit attributable to equity holders of the Company by the weighted
average number of ordinary shares outstanding at the end of the reporting period.

Net assets per share is calculated by dividing net assets of the Company by the weighted average number of ordinary shares
outstanding at the end of the reporting period.

BUA Foods Plc. Annual Report and Accounts 2021 161

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162 BUA Foods Plc. Annual Report and Accounts 2021

 ADDITIONAL
AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

Corporate Information

INFORMATION
Proxy For m 164
E-Dividend Mandate Activation Form 169
Full Dematerialization Form for Migration 171
E-Service/Update Form 173
Contact Details 175
Corporate Information 176
Notes 177

BUA Foods Plc. Annual Report and Accounts 2021 163

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Proxy Form

I/We,

Shareholder’s Name: ______________________________________________________________________________________________________

Address: ___________________________________________________________________________________________________________________

No. of Shares Held: ________________________________________________________________________________________________________

being the registered holder(s) of the ordinary shares of BUA Foods Plc (“BUA Foods”) hereby appoint*

____________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________
(block letters please)

or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Annual General
Meeting of BUA Foods to be held at the Transcorp Hilton Hotel, No. 1, Aguiyi Ironsi Street, Maitama, Abuja on Thursday, 4
August 2022, at 11:00 a.m. or at any adjournment thereof.

Dated this _________ day of ____________ 2022

Shareholder’s Signature: ______________________________________________________________________________________

NOTE:
1. A member (shareholder) who is unable to attend an Annual General Meeting is allowed to vote by proxy. This proxy form
has been prepared to enable you exercise your vote if you cannot personally attend. This form of proxy together with the
power of attorney or other authority, if any, under which it is signed or a notarial certified copy thereof must reach the
Registrar, Africa Prudential Plc, 220B, Ikorodu Road, Palmgrove, Lagos, or by email to cxc@africaprudential.com not later
than 48 hours before the time of holding the meeting.

2. If executed by a corporation, the proxy form should be sealed with the common seal or under the hand of some officers
or an attorney duly authorised.

3. In the case of joint holders, the signature of any one of them will suffice, but the names of all joint holders should be
shown.

4. Provision have been made on this form for the Chairman of the Meeting to act as your proxy, but if you wish you may
insert in the blank space on the form (marked*) the name of any of the proxies listed below who will attend the Meeting
and vote on your behalf instead of the Chairman of the Meeting. You may choose your proxy from the list stated below:

a. Mr. Mukhtar Mukhtar

b. Mrs. Adebisi Bakare
c. Mr. Alex Adio
d. Mr. Tunji Bamidele
e. Mr. Kabiru Tambari
f. Mr. Musa Bichi
g. Mrs. Funke Augustine

164 BUA Foods Plc. Annual Report and Accounts 2021

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Proxy Form

5. The Company shall bear the cost of the stamp duty payable on this Proxy Form.

6. Please indicate by marking “X” in the appropriate space, how you wish your votes to be cast on the resolutions set out
here, unless otherwise instructed, the proxy will vote or abstain from voting at his or her discretion.

7. The proxy must produce the Admission form sent with the Report and Accounts to obtain entrance at the Meeting.

This proxy form is solicited on behalf of the Board of Directors and is to be used at the Annual General Meeting to be held
on Thursday, 4 August 2022.

RESOLUTIONS For Against Abstain

Ordinary Business
1 To lay before the members, the Report of the Directors, Statement of Financial
Position as at 31 December 2021 together with the Statement of Profit or Loss
and Other Comprehensive Income for the year ended 31 December 2021 and
the report of the Auditors.
2 To declare a dividend.
3 To re-elect the following Directors retiring by rotation:
3.1. Abdulsamad Rabiu, CON
3.2. Kabiru Rabiu
3.3. Chimaobi Madukwe
4 To authorise the Directors to determine the remuneration of the Auditors for
the 2022 financial year.
5 To elect members of the Statutory Audit Committee
6 To disclose the remuneration of Managers of the Company
SPECIAL BUSINESS
7 To consider and if thought fit, pass the following as an ordinary resolution:
To consider and if thought fit, pass the following as an ordinary resolution:
Approve the remuneration of the Directors for the 2022 Financial Year
a. To approve the sum of N6,500,000.00 per annum as the Chairman’s fee
b. To approve the sum of N5,200,000.00 per annum as the Non-Executive
Director’s fee
8 To consider and if thought fit, pass the following as special resolution:
That the Articles of Association of the Company be and are hereby amended
by inserting the following underlined provisions in to the Articles, inserting new
Article 95, deleting provisions as highlighted for cancellation in the Articles and
renumbering the Articles accordingly:
Article 10.1
Every person whose name is entered as a member in the register of members shall be entitled without payment to
receive within 3 months of allotment or lodgement of transfer or within such other period as the conditions of issue
shall provide one certificate for all his shares or several certificates each for one or more of his shares upon payment
of N1,000.00 or such lesser sum as the Directors shall from time to time determine provided that in respect of a share
or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and
delivery of a certificate for the share(s) to one of the several joint holders shall be sufficient delivery to all or evidence
of its shareholding in dematerialised form.

BUA Foods Plc. Annual Report and Accounts 2021 165

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Proxy Form

Article 11.
Every certificate for shares or debentures or representing any other form of security (other than letters of allotment or
script certificates) shall be under the common seal and shall bear the autographic signatures of one or more Directors
and the Secretary, except where the transfer or issuance was effected electronically through the Central Securities
Clearing System. Every certificate for shares shall specify the number and class of shares to which it relates, and
amount paid thereon.
Article12.
If a share certificate is defaced, lost, destroyed or displaced it may be replaced without charge and on such terms if
any, as to evidence and indemnity as the Directors think fit.
Article 23.
Subject to such restriction of these Articles as may be applicable and the regulations governing the trading of the
shares of a public company as stated in the Nigerian Stock Exchange Rulebook 2015, any member may transfer all or
any of his shares by instrument in writing, in the usual common form of transfer, including electronic transfer, or any
other form, which the Directors may approve, signed by or on behalf of the transferor or transferee.
Article 25.2
The Directors may decline to recognise any instrument of transfer unless:
a. A fee not exceeding N500 is paid to the Company in respect thereof.
Article 29.2
The Company shall be entitled to charge a fee not exceeding N500.00 on the registration in the register of member of
every probate, letter of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas,
or other instrument.
Article 77.
The Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its
undertaking, property and uncalled capital, or any part thereof and to issue debentures, debenture stock, and other
securities, whether outright or as security for any debt, liability or obligation of the Company or any third party. In
exercising their borrowing powers however, the Directors shall ensure that the aggregate amount at any time owing
in respect of moneys borrowed or secured by the Company and its subsidiary companies (excluding inter-company
borrowings, interest and apart from temporary loans obtained from bankers and moneys received on current, savings
and deposit accounts and otherwise in the ordinary course of business) shall not exceed a reasonable amount except
with the consent of the company in general meeting.
Article 95 (new)
Where a casual vacancy arises in the board, the directors may fill such casual vacancy and the person appointed to
fill such casual vacancy shall hold office only until the next annual general meeting of the Company and shall then be
eligible for election.
Article (Old 108) 109.
No dividend shall be paid otherwise than out of profits except with the prior written approval of the relevant regulator.

166 BUA Foods Plc. Annual Report and Accounts 2021

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Proxy Form

(Old120) 121.
A notice may be given by the Company to any member either personally to him or by sending it by post or by
electronic means to his registered address or electronic mail address. A member not having a registered address
in Nigeria may supply to the Company an address or electronic mail address anywhere in Nigeria or electronic mail
address for the service of notice, and the an address within Nigeria or electronic mail address so supplied by any
member shall for the purpose of serving notice upon him be considered the registered address of such member.
Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying
and posting a letter containing the notice, and unless the contrary is proved, is presumed to have been effected at the
time at which the letter would be delivered in the ordinary course of post. Where a notice is sent by electronic mail,
service of the notice shall be deemed to be effected by properly addressing and sending to the electronic mail address
of the member and unless the contrary is proved is presumed to have been effected at the time at which the electronic
mail would be delivered in the ordinary course of delivery of such electronic messages.
(Old 123)124
If a member has no registered address in Nigeria and has not supplied to the Company an address within Nigeria or
email address for the giving of notice to him, a notice inserted in the Gazette or advertised in two leading national daily
newspapers circulating in the neighbourhood of the office on the day on which the notice or advertisement appears
shall suffice. In addition, where power is reserved to give notice by advertisement, such advertisement inserted in at
least, one leading national daily newspaper shall suffice

ADMISSION CARD
Before posting the above form, please tear off this part and retain for admission at the meeting.
BUA FOODS PLC (RC 621320) ANNUAL GENERAL MEETING

Please admit the shareholder named on this admission form or his/her duly appointed proxy to the Annual General Meeting
of the BUA Foods Plc to be held at the Transcorp Hilton Hotel, No. 1, Aguiyi Ironsi Street, Maitama, Abuja, on Thursday, August
4, 2022, at 11:00AM.

Name: ____________________________________________________________________________________________________________________

Address of Shareholder: ________________________________________________________________________________________

Account Number: _________________________________________________________________________________________________________

Number of Shares Held:____________________________________________________________________________________________________

Shareholder’s Signature: ___________________________________________________________________________________________________

Oluseye Alayande
Company Secretary
FRC/2014/NBA/00000007513

BUA Foods Plc. Annual Report and Accounts 2021 167

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168 BUA Foods Plc. Annual Report and Accounts 2021

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

E-Dividend Mandate Activation Form

BUA CEMENT PLC

BUA FOODS PLC
BENUE STATE GOVERNMENT BOND
CAP PLC
CAPPA AND D'ALBERTO PLC
CSCS PLC
CHAMPION BREWERIES PLC

17.
18.
19.
20.
21.
22.
Date Of Birth
23.
24.
25.
26.
27.
28. LIVINGTRUST MORTGAGE BANK
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
45.
I/We hereby declare that the information I have provided is true and correct and that I shall be held 46.
personally liable for any of my personal details. 47.
48.
I/We also agree and consent that Africa Prudential Plc ("Afriprud") may collect, use, disclose, process 49.
and deal in any manner whatsoever with my/our personal, biometric and shareholding information set 50.
out in this form and/or otherwise provided by me/us or possessed by Afriprud for administration of 51.
my/our shareholding and matters related thereto. 52.
53. VFD GROUP PLC
54. WEST AFRICAN GLASS IND PLC

S CA N

To Download Shareholders’ Forms

BUA Foods Plc. Annual Report and Accounts 2021 169

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170 BUA Foods Plc. Annual Report and Accounts 2021

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Full Dematerialization Form for Migration

GENDER: DATE OF BIRTH:

On behalf of Plc/Ltd, we hereby agree jointly and severally keep the company and/or the Registrar or other persons acting on
their behalf fully indemnified aganist all action, proceedings, liabilities, claims, losses, damage, costs and expenses in relation to or arising out of your accepting to re-issue to the rightful owner the
shares/stocks, and to pay you on demand, all payments, losses, costs and expenses suffered or incurred by you in consequence thereof or arising therefrom. We/I also agree and consent that
Africa Prudential Plc ("Afriprud") may collect, use, disclose, process and deal in any manner whatsoever with my/our personal, biometric and shareholding information set out in this form and/or
otherwise provided by me/us or possessed by Afriprud for administration of my/our shareholding and matters related thereto.

SCAN

To Download Shareholders’ Forms

BUA Foods Plc. Annual Report and Accounts 2021 171

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

172 BUA Foods Plc. Annual Report and Accounts 2021

AT A GLANCE STRATEGIC REPORT LEADERSHIP AND GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION

E-Service/Update Form

BUA CEMENT PLC

BUA FOODS PLC
BENUE STATE GOVERNMENT BOND
CAP PLC
CAPPA AND D'ALBERTO PLC
CSCS PLC
CHAMPION BREWERIES PLC

17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28. LIVINGTRUST MORTGAGE BANK
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
43.
44.
I/We hereby declare that the information I have provided is true and correct and that I shall be held personally 45.
liable for any of my personal details. 46.
47.
I/We also agree and consent that Africa Prudential Plc ("Afriprud") may collect, use, disclose, process and deal 48.
in any manner whatsoever with my/our personal, biometric and shareholding information set out in this form 49.
and/or otherwise provided by me/us or possessed by Afriprud for administration of my/our shareholding and 50.
51.
matters related thereto.
52.
53. VFD GROUP PLC
54. WEST AFRICAN GLASS IND PLC

S CA N

To Download Shareholders’ Forms

BUA Foods Plc. Annual Report and Accounts 2021 173

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174 BUA Foods Plc. Annual Report and Accounts 2021

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Contact Details

BUA Foods Plc Registrar

3rd Floor, BUA Towers Africa Prudential Plc
PC 32, Churchgate Street Head Office: 220B Ikorodu Road, Palmgrove, Lagos, PMB
Victoria Island, Lagos, Nigeria 12649 Marina
T. +234 01461 0669 -70 Abuja: Infinity House (2nd Floor), 11 Kaura Manoda Street,
E. IR@buafoodsplc.com Off Faskari Crescent, Area 3, Garki, Abuja
Port Harcourt: Okien Suite Building (2nd Floor), No 1A, Evo
Corporate Communications Road, GRA Phase 2
T. +234 01461 0669 -70
T. +234 700 AFRIPRUD (0700 2374 7783)
E. adewunmi.desalu@buafoodsplc.com
E. cxc@afriprudential.com
W. www.buafoodsplc.com
W. www.africaprudential.com

BUA Foods Plc. Annual Report and Accounts 2021 175

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Corporate Information

Sugar Division FZE

26, Azikiwe Road, Bundu Community Area
Port Harcourt, Rivers State, Nigeria
BUA Foods Plc
Flour & Pasta Division
Headquarters:
3rd Floor, BUA Towers (Port-Harcourt)
PC 32, Churchgate Street 26, Azikiwe Road, Bundu Community Area
P.O. Box 70106, Victoria Island, Port Harcourt, Rivers State, Nigeria
Lagos, Nigeria
T. +234 1461 0669 -70 Rice Mill (Kano)
7, Sharada Industrial Estate, Sharada Phase II,
Sugar Division (Lagos) Gwale Local Government Area,
2nd Gate, Tin Can Island Port Kano State, Nigeria
Apapa, Lagos, Nigeria

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176 BUA Foods Plc. Annual Report and Accounts 2021

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Notes

BUA Foods Plc. Annual Report and Accounts 2021 177

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Notes

178 BUA Foods Plc. Annual Report and Accounts 2021