FLOUR MILLS OF NIGERIA : QUARTER 5 FINANCIAL STATEMENT FOR 2024

Flour Mills of Nigeria Plc

Annual Report

31 March 2024

Flour Mills of Nigeria Plc
	Annual Report
	31 March 2024
Contents	Page
Board of Directors, Officers and Other Corporate Information	2
Mission and Vision Statement	3
Group Performance Highlight	4
Report of The Directors	5
Corporate Governance Report	13
Statement of Directors' Responsibilities in relation to the Consolidated and Separate Financial Statements	24
Statement of Corporate Responsibility for the Consolidated and Separate Financial Statements	25
Certification of Management assessment of Internal Control over Financial Reporting	26
Management's report on the effectiveness of Internal Control over Financial Reporting	27
Audit Committee Report	28
Independent Auditor's Limited Assurance Report on Internal Control over Financial Reporting	29
Independent Auditor's Report	31
Consolidated and Separate Statements of Financial Position	36
Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income	38
Consolidated Statement of Changes in Equity	39
Separate Statement of Changes in Equity	40
Consolidated and Separate Statements of Cash Flows	41
Notes to the Consolidated and Separate Financial Statements	42
Other National Disclosures:
- Consolidated and Separate Statements of Value Added	143
- Five Year Financial Summary	145

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Flour Mills of Nigeria Plc

Annual Report

31 March 2024

Board of Directors, Officers and Other Corporate Information

Board of Directors:	Mr. John George Coumantaros	Chairman (US Citizen)
	Mr. Paul Miyonmide Gbededo	Vice-Chairman
	Mr. Omoboyede Oyebolanle Olusanya	Group Managing Director
	Prof. Jerry Gana, CON
	Mr. Alfonso Garate	(Spanish)
	Alhaji Rabiu M. Gwarzo, OON
	Mr. Ioannis Katsaounis	(Greek)
	Mr. Thanassis Mazarakis	(Greek)
	Mr. Foluso O. Phillips
	Alhaji Y. Olalekan A. Saliu
	Mr. Folarin R. A. Williams
	Dr (Mrs.) Salamatu Hussaini Sulaiman
	Mrs. Juliet Anammah
	Mr. Muhammad K. Ahmad, OON
	Ms. Yewande Sadiku
Company Secretary	Mr. Joseph Odion Umolu
Registration number	RC 2343
Tax identification number	00136700-0001
Date of incorporation	29 September 1960
Independent Auditor	KPMG Professional Services
	KPMG Tower
	Bishop Aboyade Cole Street
	Victoria Island
	Lagos
Registered office	1, Golden Penny Place,
	Wharf Road
	Apapa,
	Lagos
Registrars and Transfer office	Atlas Registrars Ltd
	34 Eric Moore Road,
	Iganmu,
	(Bagco Building)
	P.O.Box 341, Apapa,
	Lagos
Principal Bankers	Access Bank Plc	Heritage Bank Plc
	Access Bank UK	Bank of Agriculture
	Citibank Nigeria Limited	Nova Merchant Bank Limited
	Coronation Merchant Bank	Credit Suisse
	Ecobank Nigeria Limited	Stanbic IBTC Bank Plc
	First Bank of Nigeria Merchant Bank	FSDH Merchant Bank Limited
	Fidelity Bank Plc	Union Bank of Nigeria Plc
	First Bank of Nigeria Limited	United Bank for Africa Plc
	First City Monument Bank Plc	Wema Bank Plc
	Globus Bank Limited	Zenith Bank Plc
	Guaranty Trust Bank Plc	Greenwich Merchant Bank Limited
	Keystone Bank	Providus Bank Plc
	Polaris Bank Limited	Rand Merchant Bank
	Standard Chartered Bank Plc	Star Microfinance Bank
	Sterling Bank Plc	Suntrust Bank Nigeria Limited
	Zenith Bank UK

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Flour Mills of Nigeria Plc

Annual Report

31 March 2024

Mission & Vision Statement

Our Vision

Our Mission

Our Goals

To be the leading food and agro-allied group in Africa

To produce and supply products of superior quality and value to the market enriching the lives of consumers, communities, employees and all stakeholders

To be a customer-centric company.

To be focused on both product and process innovation.

Always seek to build value for all stakeholders.

Our Purpose

Feeding the nation, everyday

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Flour Mills of Nigeria Plc

Annual Report

31 March 2024

GROUP PERFORMANCE				Increase/
HIGHLIGHT
31-Mar-24		31-Mar-23	(Decrease)
	N'000		N'000	%
Continuing operations
Revenue	2,291,561,452	1,539,654,788	49	%
Profit before minimum tax	3,952,454	42,752,114	(91)	%
Minimum taxation	(4,189,142)	(2,969,506)	41	%
(Loss)/profit before taxation	(236,688)	39,782,608	(101)	%
Income tax credit/(expense)	3,781,441	(10,278,323)	(137)	%
Profit for the year	3,544,753	29,504,285	(88)	%
Other comprehensive income net of tax	13,012,965	1,937,296	572	%
Total comprehensive income	16,557,718	31,441,581	(47)	%
Profit/(loss) attributable to:
Owners of the Company	257,181	29,732,507	(99) %
Non-controlling Interest	3,287,572	(228,222)	(1,541)	%
Share capital	2,050,197	2,050,197	0	%
Shareholder's funds	233,650,447	225,224,887	4 %
Proposed dividend	7,380,712	9,225,887	(20) %
Weighted average number of shares ('000)	4,100,394	4,100,394	0	%
Market capitalisation	159,915,366	127,317,234	26 %
Per share data (kobo)
Basic earnings per share	6	725	(99)	%
Diluted earnings per share	6	725	(99)	%
Dividend	180	225	(20) %
Dividend cover	0.03	3.22	(99)	%
Market price per share at 31 March	3,900	3,100	26	%
Other Data
Number of employees (Group)	5,404	5,919	(9) %
Number of employees (Company)	3,744	3,839	(2) %

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Flour Mills of Nigeria Plc

Directors' Report

Annual Report 31 March 2024

Report of The Directors

For the year ended 31 March 2024

1. Accounts

The Directors are pleased to present the annual report together with the audited consolidated and separate financial statements of Flour Mills of Nigeria Plc ("the Company" or "FMN") and its subsidiaries (together, "the Group") for the year ended 31 March 2024.

2. Legal form

The Company was incorporated in Nigeria on 29 September 1960 as a private limited liability company and converted to a public liability company in November, 1978. The shares are currently quoted on Nigerian Exchange Limited (NGX).

3. Principal activities

The Group is primarily engaged in flour milling; production of pasta, noodles, edible oil and refined sugar; production of livestock feeds; farming and other agro-allied activities; distribution and sale of fertilizer; manufacturing and marketing of laminated woven polypropylene sacks and flexible packaging materials; operation of Terminals A and B at the Apapa Port; customs clearing, development of real estate properties for rental purposes, forwarding and shipping agents and logistics.

4. Results		Group			Company
		31-Mar-24	31-Mar-23		31-Mar-24	31-Mar-23
		N '000	N '000		N '000	N '000
Revenue		2,291,561,452			1,539,654,788		1,346,992,354			923,015,713
Operating profit
	208,129,636			129,244,551		106,260,058			64,087,506
Profit before minimum taxation		3,952,454			42,752,114	18,253,955			32,252,805
Profit for the year		3,544,753			29,504,285	16,817,754			14,173,904
Total comprehensive income	for
16,557,718			31,441,581	19,738,455			15,965,572
the year

5. Dividend

The Directors are pleased to recommend to shareholders at the forthcoming annual general meeting the declaration of a total of N7.38 billion (2023: N9.23 billion ) representing a dividend of N1.80 (2023: N2.25) per ordinary share of 50 kobo each. This dividend, if approved by the shareholders, is subject to deduction of appropriate withholding tax.

6. Directors and directors' interests

The names of Directors who are currently in office are detailed on page 6.

In accordance with the Company's Articles of Association, the following Directors are due to retire and, being eligible, offer themselves for re-election at the next Annual General Meeting:

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Directors' Report

Retiring by rotation:

Mr. John Coumantaros

Prof. Jerry Gana CON

Mr. Alfonso Garate

Alh. Rabiu M. Gwarzo OON

Ms. Yewande Sadiku

7. Profile of Directors seeking re-election

Profile of Directors seeking re-election or confirmation at the Annual General Meeting:

Mr. John Coumantaros

Prof. Jerry Gana CON

Mr. Alfonso Garate

Alh. Rabiu M. Gwarzo OON

Ms. Yewande Sadiku

Flour Mills of Nigeria Plc

Annual Report

31 March 2024

Mr. John Coumantaros

Mr. John G. Coumantaros is the Chairman, Board of Directors, of Flour Mills of Nigeria Plc (FMN). Mr. Coumantaros, an experienced and successful entrepreneur, sitting on the Board of several international companies, was born in 1961. He graduated from Yale University with a B.A. Degree in History in 1984. Mr. Coumantaros began his long relationship with FMN in 1984 and was appointed to FMN's Board as a non- executive Director in 1990. He served as a Non-Executive Vice Chairman of the Company since 2012 before his present appointment as Chairman of FMN Board of Directors on 10 September 2014. He also sits on the Board of Oxbow Carbon LLC, a leading international energy company and is a director of ELBISCO a fast- moving consumer food business in Athens, Greece.

Mr. John Coumantaros has over 30 years of experience in international trade, logistics, manufacturing, and

industry and is passionately dedicated to continuing the evolution of FMN with its Golden Penny Food Brands

as one of the leading fast-moving consumer food companies and largest agro-allied concerns in Nigeria.

Prof. Jerry Gana CON

Professor Jerry Gana (a Commander of the Order of the Niger), graduated from Ahmadu Bello University, Zaria in 1970 with a B.A (Hons) Degree in Geography, and proceeded to the University of Aberdeen, Scotland, for an M.Sc. in Rural Resources Planning, leading to a Ph.D. Thesis on Market Place Systems and Rural Development in 1974.

He further obtained a Certificate in Education from the University of London, and taught at Ahmadu Bello University from 1974 to 1986, rising to the post of Professor in 1985.

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Directors' Report

Flour Mills of Nigeria Plc

Annual Report

31 March 2024

Prof. Jerry Gana has served the nation in various capacities with distinction. These include Senator of the Federal Republic; Consult Director of the Directorate of Food, Roads and Rural Infrastructure (DFPRI); Chairman of MAMSER; Minister of Agriculture and Natural Resources; Minister of Information and Culture ; Minister of Cooperation and Integration in Africa; and Minister of Information and National Orientation. He served as the Pro-Chancellor and Chairman of Council of the University of Lagos, UNILAG; Pro-Chancellor of Kwararafa University, Wukari; Chancellor, University of Mkar, Gboko; Promoter Proposed Walter Miller University, Diko; and Founder Cornerstone University of Technology, Bida. He is currently the Chairman of the Planning and Implementation Committee of Anglican University of Technology, Kweita - Abuja.

Mr. Alfonso Garate

Mr. Alfonso Garate, a Spanish national born in 1969 joined the Board of Flour Mills of Nigeria Plc as a Non- Executive Director on Wednesday 11 March 2015. He holds a Bachelor of Economics and Business Administration Degree from University Pontificia Comillas - ICADE, Madrid, Spain (1992) and attended Harvard Business School - Advanced Management Program (2009). He is also an alumnus of IMD (International Institute for Management Development) Business School of Post Graduate Studies in Lausane, Switzerland (2005 - 2007).

A very experienced professional in business development in emerging markets with strong capabilities in general management, business strategy, corporate finance, structured finance and international trading and shipping.

Mr. Garate started his career in investment banking and telecom institutions where he held numerous positions. Thereafter, he proceeded to Holcim Ltd where he held different management positions and subsequently became the Chief Executive Officer of Holcim Trading SA, the worldwide leader trading and shipping organization for cementitious and building materials.

Alh. Rabiu M. Gwarzo OON

Alhaji Rabiu M. Gwarzo, OON, Non-Executive Chairman of Northern Nigeria Flour Mills Plc started his educational career with a brief stint at Bayero University Kano and proceeded to West Ham College and North East London Polytechnic, both in London where he studied Commercial Accounting between 1972 and 1975. He

holds a Certificate in Accounting and Finance from the University of Strathclyde, Glasgow, Scotland (1982).

He joined Northern Nigeria Flour Mills Plc as an Accountant in 1985, rose to the position of Deputy Managing Director in 1991; Managing Director in 1997, and was elevated to the position of Vice-Chairman of the Company in 2011. Alhaji Rabiu, (an Officer of the Order of Niger), who joined the Board of Flour Mills of Nigeria Plc as a non-executive member on 8 December 2009, is also a member of Kano Peace Development Initiative and Royal Exchange General Insurance Limited.

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Flour Mills of Nigeria Plc

Directors' Report

Ms. Yewande Sadiku

Annual Report 31 March 2024

Yewande Sadiku is an investment professional with 28 years of experience in investment banking and public service. She has a strong track record of high performance and principled leadership.

Yewande is currently Head of Investment Banking, International at Standard Bank Group. She is also the Chairman of the Board of Trustees of the Investors' Protection Fund of Nigerian Exchange Limited. She is a regular speaker on the investment facilitation for sustainable development. She was Executive Secretary/CEO of the Nigerian Investment Promotion Commission (NIPC) Nigeria's national investment promotion agency from November 2016 to September 2021, where she worked on institutional reforms aimed at proactive investment promotion and embedding a culture of governance and proactive accountability. Her efforts earned NIPC first place in the 2021 national awards for compliance and transparency, up from the 90th position when she assumed office in 2016.

Yewande spent the previous 23 years in banking and was Executive Director for Stanbic IBTC's Corporate and Investment Banking business. She led a multi-disciplinary team to deliver business opportunities in Nigeria's complex operating environment while managing key relationships with regulators and leading corporate and multinational clients.

As Executive Producer of Half of a Yellow Sun (2014), Yewande raised over $8m to fund the full feature film. She was awarded the Eisenhower Fellowship for International Leadership in May 2010.

8. Directors' Responsibilities

The Directors are responsible for the preparation of consolidated and separate financial statements which give a true and fair view in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and in the manner required by the Companies and Allied Matters Act (CAMA), 2020 and the Financial Reporting Council of Nigeria (Amendment) Act, 2023. In doing so, they ensure that:

• Proper accounting records are maintained.
• Applicable accounting standards are complied with.
• Suitable accounting policies are adopted and consistently applied.
• Judgments and estimates made are reasonable and prudent.
• The going concern basis is used, unless it is inappropriate to presume that the Company will continue in business.
• Internal control procedures are instituted which, as far as is reasonably possible, safeguard the assets, prevent and detect fraud and other irregularities.

9. Directors' interests in shares

The Directors' interests in the issued share capital of the Company as recorded in the Register of members and/or as notified by them for the purpose of Section 301 of CAMA 2020 and disclosed in accordance with Section 385 also of CAMA 2020 are as follows:

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				Flour Mills of Nigeria Plc
					Annual Report
Directors' Report				31 March 2024
Interests in shares
Director	31-Mar-24	31-Mar-23
		Direct	Indirect	Direct	Indirect
Mr. John G. Coumantaros*	-	2,597,314,890	-	2,597,314,890
Mr. Paul Miyonmide Gbededo	10,836,154	-	10,836,154	-
Mr.	Omoboyede Oyebolanle	-	-	-	-
Olusanya
Prof. Jerry Gana, CON	44,000	-	44,000	-
Mr. Ioannis Katsaounis**	3,561,512	8,295,673	3,561,512	8,295,673
Mr. Thanassis Mazarakis	-	-	-	-
Mr. Folarin R. A. Williams	30,082	-	30,082	-
Alhaji Rabiu M. Gwarzo, OON	199,722	-	199,722	-
Alhaji Y. Olalekan A. Saliu	1,235,699	-	1,235,699	-
Mr. Foluso O. Phillips	-	-	-	-
Mr. Alfonso Garate	-	-	-	-
Dr.	(Mrs.) Salamatu Hussaini	-	-	-	-
Sulaiman
Mrs. Juliet Anammah	-	-	-	-
Mr. Muhammad K. Ahmad, OON	-	-	-	-
Ms. Yewande Sadiku	-	-	-	-

*Mr. John G. Coumantaros represents Excelsior Shipping Company Limited. See Note 1.4 of the consolidated and separate financial statements.

**Mr. Ioannis Katsaounis owns these shares indirectly through Windward Transport Company.

10. Substantial Interest in shares

The Registrar has advised that according to the Register of Members on 31 March 2024, apart from Excelsior

Shipping Company Limited with 2,597,314,890 (2023: 2,597,314,890), representing 63.34% of the paid up share

capital, no other individual shareholder held up to 5% of the issued share capital of the Company.

11. Analysis of Shareholding Structure As at 31 March, 2024:

	No of				No of shares
Share Range	shareholders		Percentage (%)		held		Percentage (%)
1-1,000	29,550	36.34	11,842,252	0.29
1,001-5,000	38,885	47.81	92,841,342	2.26
5,001-10,000	5,734	7.05	40,584,581	0.99
10,001-50,000	5,300	6.52	113,174,380	2.76
50,001-100,000	827	1.02	59,561,907	1.45
100,001-500,000	778	0.96	165,573,836	4.04
500,001-1,000,000	120	0.15	87,789,000	2.14
1,000,001 and above	130	0.16	3,529,028,308	86.07
	81,324		100		4,100,395,606		100

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