Quarter 5 - financial statement for 2025

Dangote Sugar Refinery Plc

Annual Report and Financial Statements for the year ended December 31, 2025

Index

The reports and statements set out below comprise the consolidated and separate financial statements presented to the shareholders:

Contents Page

General Information 1

Report of the Directors 2

Corporate Governance Report 7

Report of the Audit Committee 17

Statement of Directors' Responsibilities 18

Statement of Corporate Responsibility for the Financial Statements 19

Management's report on the assessment of Internal Control over Financial Reporting 20

Certification of management's assessment on internal control over financial reporting 21

Independent practitioner's report 22

Independent auditor's report 24

Consolidated and separate statements of financial position 29

Consolidated and separate statements of profit or loss and other comprehensive income 30

Consolidated and separate statements of changes in equity 31

Consolidated and separate statements of cash flows 32

Notes to the consolidated and separate financial statements 33 - 82

Other National Disclosures:

Statement of Value Added 83 - 84

Five-year Financial Summary 85 - 86

Dangote Sugar Refinery Plc

Annual Report and Financial Statements for the year ended December 31, 2025

General Information

Country of incorporation and domicile Nigeria

Nature of business and principal activities Refining of raw sugar into edible sugar and selling of refined sugar.

FRC Number FRC/2014/00000003835

Chairman Alh. Aliko Dangote (GCON) (Retired 16th June 2025) Independent Non-Executive Director/ Chairman Mr. Arnold Ekpe (Appointed as Chairman on 17th June 2025) Group Managing Director/CEO Mr. Thabo Mabe (Appointed 1st December 2025)

Group Managing Director/CEO Mr. Ravindra Singhvi (Retired 30th November 2025)

Executive Director Ms Mariya Aliko-Dangote

Executive Director Mr. Mulhim Eltaeb (Appointed as at 1st December 2025)

Non-Executive Director Mr. Olakunle Alake

Non-Executive Director Mr. Uzoma Nwankwo

Non-Executive Director Ms. Bennedikter Molokwu

Non-Executive Director Prof. Konyinsola Ajayi (SAN) (Retired 16th June 2025)

Non-Executive Director Alh. Abdu Dantata

Non-Executive Director Ms. Maryam Bashir (Retired 16th June 2025)

Independent Non-Executive Director Mrs. Yabawa Lawan-Wabi (mni)

Independent Non-Executive Director Mrs. Yemisi Ayeni (Appointed 20 March 2025)

Registered office 3rd Floor, Greenview Development Nig. Ltd. Adminstrative Building Terminal E, Shed 20, NPA Wharf Complex, Apapa

Lagos State

Holding company Dangote Industries Limited, incorporated in Nigeria

Ultimate holding company Greenview International Corp. Cayman Island

Auditors PricewaterhouseCoopers

(Chartered Accountants) FF Millenium Towers

13/14 Ligali Ayorinde Street Victoria Island

Lagos State

Bankers Access Bank Plc

Coronation Merchant Bank Ecobank Plc

Fidelity Bank Plc

First Bank of Nigeria Limited First City Monument Bank Plc FSDH Merchant Bank

Globus Bank Ltd Greenwich Merchant Bank

Guaranty Trust Bank Nigeria Limited Jaiz Bank Plc

Keystone bank Limited Providusbank Plc Rand Merchant Bank Stanbic IBTC Bank Plc

Standard Chartered Bank Nigeria Limited Sterling Bank Plc

Union Bank of Nigeria Plc Unity Bank Plc

United Bank for Africa Plc Wema Bank Plc

Zenith Bank Plc

Company Secretary/Legal Adviser Mrs. Temitope Hassan

3rd Floor, Greenview Development Nig. Ltd. Adminstrative Building Terminal E, Shed 20, NPA Wharf Complex, Apapa

Lagos State

Registrars Veritas Registrars Limited

Plot 89A Ajose Adeogun Street Victoria Island

Lagos State

Report of the Directors

In compliance with the Companies and Allied Matters Act, 2020, the Directors of Dangote Sugar Refinery PLC (DSR/the Company) are pleased to present this Report on the affairs of the Company and the Audited Financial Statements for the financial year ended 31st December, 2025.

1. Corporate structure and business history

   Dangote Sugar Refinery PLC was established in 1999 and commenced its sugar business in 2000 as a division within the Dangote Group held through its holding company, Dangote Industries Limited (DIL). Following a strategic decision of DIL to unbundle its various operations, DIL decentralized its various operations into Business units. Consequently, DSR was incorporated as a public limited liability company in 2005, and its restructuring was completed in January 2006 following the court sanction of the scheme of arrangement wherein all the assets, liabilities and undertakings of the erstwhile sugar division of DIL were transferred to DSR.

   DSR was listed on the Nigerian Stock Exchange (now the Nigerian Exchange Group Plc) in March 2007 following an initial public offering of its shares in 2006. Pursuant to obtaining requisite shareholders and regulatory approvals, on September 1, 2020, DSR completed a Scheme of Arrangement, which successfully effected the merger of DSR and its former subsidiary Savannah Sugar Company Limited. In view of the merger, the company now has approximately 108,810 Shareholders.

   The principal business activity of DSR is the refining of raw sugar to produce fortified and non-fortified granulated white sugar. The Company distributes refined white sugar to consumers and industrial customers in Nigeria. Its Headquarters is in Lagos State, Nigeria and has an installed capacity of 1.44 million metric tons (MT) per annum with expansion plans in place.

2. Backward Integration Project (BIP)

In alignment with the Federal Government of Nigeria policy guidelines, DSR continues to focus on its Backward Integration Project (BIP) by deploying and reviewing project strategies from time to time. The 10-year sugar development plan to produce 1.5 million MT Sugar per annum from locally grown sugarcane remains a germane roadmap to attainment of the company's objectives.

Currently, the Company is channeling resources towards ongoing BIP in Dangote Taraba Sugar Limited, Dangote Adamawa Sugar Limited and Nasarawa Sugar Company Limited. In line with the core objective of the National Sugar Master Plan which is for Nigeria to attain self-sufficiency in sugar production, the Company is working on enhancing its existing refinery operations in Numan, Adamawa State, as well as developing its greenfield sites at the Nasarawa Sugar Company Project, amongst other sites. The Company intends to achieve 1.5MT annually from locally grown sugarcane. Furthermore, upon completion of the ongoing refinery upgrade in Numan, this operation is anticipated to generate 32 megawatts of electricity through the installation of new turbines and 2 high-pressure boilers capable of producing 90 tonnes of steam per hour. Additionally, the Company intends to produce ethanol and animal feed from by-products such as molasses and bagasse. The improvement from ethanol derived from sugarcane contributes to the reduction of greenhouse gas emissions as well as strengthening the capacity of sugar production to 9,800 metric tonnes per day.

On 29th June, 2023, Dangote Sugar (Ghana) LTD was established in Ghana as a subsidiary of the Company in line with the mandate to expand the Company's

presence and frontiers across Africa.

Share Capital Structure Since Incorporation

Below is a summary of the authorized and issued share capital history of the Company since incorporation:

1. Analysis of Shareholding as at 31st December 2025

   Range (Units)	No of Holders	Holders %	Holders Cum	Units	Units%	Units Cum
   1 -	500 16,259	14.94%	16,259	2,386,704	0.02%	2,386,704
   501 -	1,000 23,193	21.32%	39,452	15,541,482	0.13%	17,928,186
   1001 -	5,000 43,685	40.15%	83,137	93,024,940	0.77%	110,953,126
   5,001 -	10,000 10,233	9.40%	93,370	71,877,825	0.59%	182,830,951
   10,00 1 -	50,000 11,641	10.70%	105,011	236,706,125	1.95%	419,537,076
   50,0 -	1,000 1,875	1.72%	106,886	127,515,108	1.05%	547,052,184
   100,001 -	1,001 1,520	1.40%	108,406	285,476,618	2.35%	832,528,802
   500,001 -	1,000,000 185	0.17%	108,591	138,377,946	1.14%	970,906,748
   1,000,001 -	5,000,000 152	0.14%	108,743	346,521,526	2.85%	1,317,428,274
   5,000,001 -	10,000,000 27	0.02%	108,770	212,368,726	1.75%	1,529,797,000
   10,000,001 -	50,000,000 28	0.03%	108,798	605,894,975	4.99%	2,135,691,975
   50,000,001 -	100,000,000 5	0.00%	108,803	585,062,277	4.82%	2,720,754,252
   100,000,001 -	1000,000,000 5	0.00%	108,808	650,582,694	5.36%	3,371,336,946
   1,000,000,001 - 5,000,000,000 1		0.00%	108,809	653,095,014	5.38%	4,024,431,960
   5,000,000,001 - 9,000,000,000 1		0%	108,810	8,122,446,281	66.87%	12,146,878,241
   Grand Total 108,810		100%		12,146,878,241	100%

   Report of the Directors (Continued)

   As at December 31, 2025, the 12,146,878,241 Ordinary Shares of N0.50 each in the issued Ordinary Share Capital of DSR were beneficially held as follows:

   Shareholder	No. of Ordinary Shares Held	Percentage (%)
   Dangote Industries Limited	8,122,446,281	66.87
   Alhaji Aliko Dangote	653,095,014	5.38
   Other Shareholders	3,371,336,946	27.75

   TOTAL 12,146,878,241 100.00

   *Except as stated above, no shareholder holds more than 5% of the issued share capital of the company.

2. Operating results

   The Group and Company's Results for the year ended December 31, 2025 are set out on page 30 of this Report.

   The summarised results are presented below:

   	Group	Group	Company	Company
   Gross profit	31/12/2025 N'000 122,628,804	31/12/2024 N'000 31,109,484	31/12/2025 N'000 122,628,804	31/12/2024 N'000 31,109,484
   Loss before tax	(72,278,633)	(270,894,179)	(66,257,193)	(269,143,810)
   Taxation	8,161,737	78,277,361	7,446,316	78,277,361
   Loss for the year	(64,116,896)	(192,616,818)	(58,810,877)	(190,866,449)
   Other comprehensive income	-	432,167,516	-	395,320,816
   Tax on comprehensive income	(19,130,610)	(106,568,811)	(10,670,014)	(106,568,811)
   Total comprehensive (loss)/income for the year	(83,247,506)	132,981,887	(69,480,891)	97,885,556
   Loss for the year attributable to owners	(64,063,836)	(192,599,314)	(58,810,877)	(190,866,449)
   Non-controlling interest	(53,060)	(17,504)	-	-
   Loss for the year	(64,116,896)	(192,616,818)	(58,810,877)	(190,866,449)

   As at the date of approval of the consolidated Financial Statements of the company, Dangote Sugar Refinery Plc's outlook for 2026 and beyond shows there is no going concern threat to the enterprise.

3. Board of directors

   The following persons served as the Directors of the Company during the year under review and to the date of this report:

   S/N Director Role

   1. Alhaji Aliko Dangote (GCON) Chairman (Retired from the Board with effect from 16th June 2025)

   2. Mr. Arnold Ekpe Chairman (from 17th June 2025)

   3. Mr. Ravindra Singhvi

   4. Mr. Thabo Solomon Mabe

      Group Managing Director/CEO (Retired from the Board with effect from 30th November, 2025)

      Group Managing Director/CEO (Appointed with effect from 1st December, 2025)

   5. Mr. Olakunle Alake Non-Executive Director

   6. Ms. Bennedikter Molokwu Non-Executive Director

   7. Prof. Konyinsola Ajayi, SAN Non-Executive Director (Retired from the Board on 16th June, 2025)

   8. Mr. Uzoma Nwankwo Non-Executive Director

   9. Alhaji Abdu Dantata Non-Executive Director

   10. Ms. Maryam Bashir Non-Executive Director (Retired from the Board on16th June, 2025)

   11. Ms. Mariya Aliko Dangote Executive Director

   12. Mr. Mulhim Eltaeb Executive Director (Appointed to the Board with effect from 1st December 2025)

   13. Mrs. Yabawa Lawan Wabi Independent Non-Executive Director

   14. Mrs. Oluyemisi Ayeni

       Independent Non-Executive Director (Appointed to the Board with effect from 20 March 2025)

       The Directors' biographical details appear on pages 7 to 9 of this Report.

4. Appointment of Directors

   
   
   
   
   

   Both Board appointments are subject to the ratification of Members at the next Annual General Meeting of the Company.

   The new Directors were appointed in line with the provisions of the Company's Articles of Association, the Board Appointment Policy, the extant Corporate Governance

   Codes and relevant policies, the Companies and Allied Matters Act, 2020 and other applicable Regulations that govern the appointment of Directors.

5. Retirement of Directors

   Having diligently served on the Board with integrity, professionalism, and commitment, the following directors retired from the Board with effect from 16th June 2025:

   1. A&liko Dangote (GCON)

   2. P&rof. Konyinsola Ajayi, SAN

   3. &Ms. Maryam Bashir

   • No Director's service contract is indeterminable within five years.

   
   
   

   Olakunle Alake and being eligible, hereby offer themselves for re-election.

   Report of the Directors (Continued)

6. Directors' Fees

   
   
   

   For the 2026 financial years, the annual fees for the Non-Executive Directors is proposed at N4,000,0000 (Four Million Naira) per Director. Only Non-Executive Directors are entitled to Annual fees.

   
   
   

7. Directors Code of Conduct & Ethics

   The Company has a Code of Conduct and Ethics for Director's business which sets out the standards that Directors are expected to adhere to while conducting their fiduciary duties.

8. Corporate Governance

   The Board of Directors is committed to continually ensuring sustainable long-term success and implementation of corporate governance best practices within the Company. Through its oversight functions, the Board is committed to delivering value to all stakeholders in the Company whilst also driving initiative to actualise the Company's sustainability goals.

   The Company is very intentional at ensuring compliance with applicable laws and regulations in Nigeria such as but not limited to the Listing Rules of the Nigerian Exchange Limited, the Securities & Exchange Commission, the Nigerian Code of Corporate Governance 2018 and any other applicable corporate governance guidelines and rules promulgated from time to time.

9. Property, plant and equipment

   Details of changes in property, plant and equipment during the year are shown in Note 16 to the financial statements.In the opinion of Directors, the market value of the

   Company's property, plant and equipment is not less than the value shown in the financial statements.

10. Statement of Directors' responsibilities for financial statements

    In compliance with the provisions of Sections 377 and 378 of the Companies and Allied Matters Act 2020, the Directors are responsible for the preparation of the Financial Statements which give a true and fair view of the state of affairs of the Group and the profit or loss for the year.

    In so doing the Directors ensure that:

    1. Adequate internal control procedures are instituted to safeguard the assets, prevent and detect frauds and other irregularities

    2. Proper accounting records are maintained

    3. Applicable accounting standards are adhered to.

    4. Suitable accounting policies are adopted and consistently applied.

    5. Judgments and estimates made are reasonable and prudent and;

    6. The financial statements are prepared on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

11. Statement of Affairs

    In the opinion of the Directors, the state of the Company's affairs is satisfactory and there has been no material change since the reporting date which would affect the financial statements as presented.

12. Direct and Indirect Interest of Directors

    The direct interest of Directors in the issued share capital of the Company as stated in the Register of Directors Shareholding and as notified by the Directors, in compliance with Sections 301 of the Companies and Allied Matters Act (CAMA) 2020 and the listing requirements of the Nigerian Exchange Limited is as follows:

    S/N	Director	31st December 2025 Direct	Indirect	31st December 2024 Direct	Indirect
    1	Alhaji Aliko Dangote (GCON)	653,095,014	Nil	653,095,014	Nil
    2	Mr. Ravindra Singhvi	Nil	Nil	Nil	Nil
    3	Mr. Olakunle Alake	7,194,000	Nil	7,194,000	Nil
    4	Ms. Bennedikter Molokwu	1,483,400	Nil	1,483,400	Nil
    5	Prof. Konyinsola Ajayi, SAN	Nil	Nil	Nil	Nil
    6	Mr. Uzoma Nwankwo	Nil	Nil	384,692	Nil
    7	Mr. Abdu Dantata	1,044,000	Nil	1,044,000	Nil
    8	Ms. Maryam Bashir	Nil	Nil	Nil	Nil
    9	Mrs. Yabawa Lawan Wabi	Nil	Nil	Nil	Nil
    10	Ms. Mariya Aliko-Dangote	Nil	Nil	Nil	Nil
    11	Mrs Yemisi Ayeni	180,000	Nil	Nil	Nil
    12	Mr. Arnold Ekpe	Nil	Nil	Nil	Nil
    13	Mr. Thabo Mabe	Nil	Nil	Nil	Nil
    14	Mr. Mulhim Eltayeb	Nil	Nil	Nil	Nil

13. Directors' interest in contracts

    In compliance with Section 303 of CAMA, all contracts with related parties during the year were conducted at arm's length. Information relating to related party transactions are contained in Note 35 of the Financial Statements

14. Employment and Employee relationship

    1. Employment and Employees

       Dangote Sugar Refinery PLC had a total of 3,181 staff as at 31st December, 2025. The Company reviews its employment policy in line with the needs of business, and remains an equal opportunities employer, with policies that prohibit discrimination against gender, race, religion or disability to its existing and potential employees. The Company focuses on attracting and retaining outstanding talents that will add value and ensure that all stipulated high-performance indices are met.

       Report of the Directors (continued)

    2. Health, Safety and Environment

       The Company enforces strict health and safety rules and practices in the work environment. It maintains a high standard of hygiene in all its premises by upholding excellent sanitation practices and regular fumigation exercises, which have been enhanced by the installation of pest and rodent control gadgets. Fire-fighting prevention and drills are carried out periodically, while fire-fighting equipment and alerts have been installed in the offices and plants. In addition, personal protective equipment (PPE) are provided for individual employees to enhance safety measures while at work. Health, Safety, Security and Environment (HSSE) workshops and other health awareness programs are organized for all employees from time to time to engender a safety culture on an ongoing basis. The Company operates canteen facilities where fully paid nutritionally balanced meals are provided for all staff. The Company maintained a communication line giving regular updates to staff on mental health as well as other physical health issues relating to diseases including HIV/AIDS, High Blood Pressure, Diabetes and other serious diseases through health talks, health assessments and information sharing.

    3. Employee Training and Development

       The Company remains consistent in its value proposition on human capital development for improved efficiency whilst maintaining strategic manpower advantage over competition. During the year under review, the Company invested in the training and development of its workforce through in-house and external trainings.

    4. Industrial/Employees Relations

       The Company places premium on ensuring effective channels of communication with its employees by keeping them informed on matters affecting them and the performance of the Company. To this end, Management maintains an open-door policy whilst also ensuring accurate and timely dissemination of information through all available communication channels with the Company. The relationship between Management and the in-house employee Unions remains very cordial. Regular dialogue takes place at informal and formal levels, and the Unions help to foster employee motivation and welfare initiatives.

    5. Employment of Physically Disabled Persons

       Dangote Sugar Refinery PLC is an equal opportunity employer. It acknowledges that physically challenged people can participate in and contribute to the society in all aspects of life as much as the rest of the workforce. The Company provides equal opportunities for disabled persons, ensuring that there is no discrimination against them on recruitment for employment, determination of salaries, promotion and other benefits. The Company also considers of utmost importance, the welfare and rehabilitation of staff members who may unfortunately become disabled during the course of their duties, and ensures that in addition to compensation and rehabilitation by the Company, the Nigeria Social Insurance Trust Fund (NSITF) pays a fair, guaranteed and adequate compensation to employees in case of any injury, disease, disability or death arising out of, or in the course of employment. Currently, there are 11 physically challenged employees in the Company with disabilities such as speech impairment and mobility (limb) impairment.

    6. Staff Welfare

       The Company has retainership agreement with several private hospitals for its employees' health management. It provides subsidies to employees in respect of transportation, lunch, housing and health care. Incentive schemes include awards, bonuses, promotions and salary/wage review. During the period and on a quarterly basis, the best staff in each Department were given Awards of Recognition.

    7. Retirement Benefits

    In line with the provisions of the Pension Reform Act of 2014, the Company operates a uniform contributory pension scheme for all employees, the scheme is funded by the employees and the Company's contribution of 10% each of the employees' monthly basic, housing and transport allowances. This is remitted to the employee's Pension Fund Administrator of choice on a monthly basis.

15. Donations and Charitable Gifts

    At Dangote Sugar Refinery PLC, we believe our impact on the communities we operate in is as important as the products we offer. We are committed to being thoughtful stewards of the environment and an empathetic corporate citizen in the communities where we operate. We are passionate about our support for charitable and worthy causes in the areas of education, health, skills acquisition, poverty alleviation and sports amongst others. During the year under review, the beneficiaries of our Corporate Social Responsibility (CSR) were as follows:

    S/N	BENEFICIARY	AMOUNT
    1	Sponsorship of the Induction program of the Chartered Institute of Directors of Nigeria	3,500,000
    2	May Day Celebration of the Maritime Workers Union of Nigeria	150,000
    3	Support to Sage shareholders association of Nigeria	100,000
    4	Financial Support to Methodist Primary School, Apapa	100,000
    5	Sallah gifts to Tunga community members	2,000,000
    6	Medical support to Sarkin Tunga	1,621,750
    7	2024/2025 Schorlaship payment for students at NSCL Tunga host communities	5,625,000
    8	Support to Federal University, Lafia for hosting of international technologist association conference	1,000,000
    9	DSR Numan Schools (Free Education) 2024/2025 Scholarship Scheme for host communities Nursery, Primary and Secondary Schools students	6,610,000
    10	Logistics support for traditional council stakeholders meeting	200,000
    11	Support for Bachama Kingdom annual Kwete festival	1,000,000
    12	Logistics support for community members stakeholders meeting	250,000
    13	Financial Support for Coronation of Shelleng District Head	100,000
    14	Revolving Special Scholarship for 44 DSR Numan High School Students.	3,500,000
    15	Donations of 70 schools chairs to GDSS Ngbalang	5,460,000
    16	PMS support to Fadama Police Station, Numan	22,155,000
    17	2025 DSR Annual Secondary Schools Quiz Competition	1,966,528
    18	Support for the hosting of Vayato Annual Wrestling Festival, Gyawana	200,000
    19	Support to Bwazza, Cultural festival at DSR Numan host Community	500,000
    20	Support to Kiri traditional council for Mandamu festival, Shelleng LGA	500,000
    21	DSR Numan Back to School Medical Outreach for Ages 5 - 15 across the 5 LGAs	3,967,775
    22	Fencing of Murum Mbula Palace, Demsa local government area	8,812,000
    23	Financial Support for Humto Annual Cultural festival Gyawana, DSR Numan host community	200,000
    24	Support to Menjauli annual cultural festival in Shelleng LGA	1,000,000
    25	Support for the hosting of Vonnum Annual Cultural Festival, Demsa LGA	1,000,000
    26	Support for the hosting of Mbapur Annual Cultural Festival (Murum Mbula), Demsa LGA	1,000,000
    27	Homto Annual Cultural Festival (Nydewodei Gyawana	200,000
    28	Zekun Annual wrestling festival, Lamurde LGA	200,000

    Annual Report and Financial Statements for the year ended December 31, 2025

    Report of the Directors (continued)

    29	Support to Lunguda Traditional Council for the hosting of the Similalama annual cultural festival.	1,000,000
    30	Donation of Transformation to Bare Community at DSR Numan	17,900,000
    31	Scholarship for 160 Students across the five Local Government Areas	7,200,000
    32	2025 Ramadan (Ram) gifts to DSR Numan Stakeholders	7,500,000
    33	Support for Renovation of Nigeria Police Force Yola BASE 3 Special Protection Unit Office Renovation	3,000,000
    34	Support for Nigerian Army 23 Amoured Brigade Yola Tombola Festival	200,000
    35	Support of Command Secondary School, Numan Annual Graduation Ceremony	150,000
    36	Support for Nigeria Society of Engineers Yola Chapter annual Conference	150,000
    37	2025 Biannual DSR Numan Stakeholders Townhall Meeting	2,100,000
    	TOTAL	112,118,053

    *No donation was made to any political party or organization

16. Events after reporting date

    There are no post audit events that could have an effect on the state of affairs of the Company as at 31st December, 2025 which have not been adequately provided for or disclosed.

17. Auditors

    The Auditors, Messrs. PricewaterhouseCoopers (PwC), having indicated their willingness to continue in office, will do so in accordance with Section 401 of the Companies and Allied Matters Act, 2020, a resolution will be proposed at the Annual General Meeting to authorize the Directors to determine their remuneration.

    MRS. TEMITOPE HASSAN, FCIS

    Company Secretary/Legal Adviser FRC/2017/NBA/00000016669

    3rd Floor, Greenview Development Nigeria Ltd Building

    Terminal "E" NPA Complex, Apapa

    Lagos State, Nigeria

    Dated February 24, 2026

    By Order of the Board

    
    
    

    Corporate Governance Report

    Board Structure & Composition

    The Board of Directors of the Company was composed of the following members during the 2025 Financial Year.

    The following were Directors of the Company who served during the period under review:

    S/N Director Role

    1. Alhaji Aliko Dangote (GCON)

    2. Mr. Arnold Ekpe

    3. Mr. Ravindra Singhvi

    4. Mr. Thabo Solomon Mabe

    5. Mr. Olakunle Alake

    6. Ms. Bennedikter Molokwu

    7. Prof. Konyinsola Ajayi, SAN

    8. Mr. Uzoma Nwankwo

    9. Alhaji Abdu Dantata

    10. Ms. Maryam Bashir

    11. Ms. Mariya Aliko-Dangote

    12. Mr. Mulhim Eltaeb

    13. Mrs. Yabawa Lawan Wabi

    14. Mrs. Oluyemisi Ayeni

Chairman (Retired from the Board with effect from 16th June 2025)

Chairman (from 17th June 2025)

Group Managing Director/CEO (Retired from the Board with effect from 30th November, 2025) Group Managing Director/CEO (Appointed with effect from 1st December, 2025)

Non-Executive Director Non-Executive Director

Non-Executive Director (Retired from the Board on 16th June, 2025) Non-Executive Director

Non-Executive Director

Non-Executive Director (Retired from the Board on 16th June, 2025) Executive Director

Executive Director (Appointed to the Board with effect from 1st December 2025) Independent Non-Executive Director

Independent Non-Executive Director Appointed to the Board with effect from 20th March, 2025)

Board Characteristics & Skill Sets

Strategy

Leadership

Legal, Regulatory & Governance

Multi-Skilled & Enterprisin g

Strategic & innovative

Integrity &

Sound

J t

udgmen

CHARACTERISTIC S

Well Diversified

Forward

L

ooking &

Vibrant

Goal-Oriented & Strategic

Changes in the Structure and Composition of Board

subject to the ratification of the Members of the Company at its next General Meeting.

The Roles & Responsibilities of the Board

The Board is the highest governing body in the Company with oversight of the strategic goals of the Company. The Board considers the long-term and short-term strategies of the Company and monitors the implementation by Management.

The primary responsibilities of the Board are the performance, oversight of affairs and direction of the Company. It is responsible for defining the Company's strategic goals and deploying the relevant personnel for the attainment of these goals. In addition, the Board has supervisory oversight in ensuring that the Company's affairs are run in compliance with the law, its Articles of Association and principles of good corporate governance.

The Board defines the vision, goals, objectives and strategic priorities of the Company, monitors the integrity of financial and internal control policies and management information systems. It presents the audited financial statements to the Shareholders and ensures the accuracy and efficiency of the accounting and financial management.

The Roles of the Officers of the Board

CHAIRMAN

Arnold Ekpe

The Chairman provides overall leadership and direction to the Board. His primary responsibility is to ensure effective operation of the Board such that it works towards achieving the Company's strategic objectives and enhancing shareholder value.

GROUP MANAGING DIRECTOR/CEO

Thabo Solomon Mabe

The Group Managing Director/CEO is the Head of Management and is responsible for the day-to-day operations of the Company. He has a broad understanding of the Company's business and delegates duties to Management and Management Committees to ensure the achievement of the Company's goals and strategic objectives

COMPANY SECRETARY

Temitope Hassan (FCIS)

The Company Secretary is accountable to the Board as a whole and advises the Board through the Chairman and the Group Managing Director on all matters of governance and ethics, including their duties and responsibilities.

The Role of the NED, INED & ED

requisite skills, knowledge,

experience and qualification required for their specific roles and responsibilities.

the

having

business in

Company's

addition to

• Executive Directors support

the Chief Executive Officer in the operations and management of the Company. Executive Directors have a broad understanding of the

Appointment to the Board

The Board Governance Committee (BGC) has the primary responsibility for initiating Board appointments. The criteria for the appointment of members to the Board are laid down in the Board Succession Planning and Board Appointment Policies which is through a formal, transparent and rigorous process.

New members to the Board are selected based on their wealth of experience, relevant leadership skills, and competence amongst others. The process of Board appointments is well defined and helps to ensure continuity in the operations of the Company thereby enhancing stakeholders' confidence. The process is concluded when the nominees are duly approved by Shareholders at the Annual General Meeting.

Mrs. Oluyemisi Ayeni, Mr. Thabo Solomon Mabe and Mr. Mulhim Eltaeb were appointed to the Board of the Company during the year. Mrs. Ayeni as an Independent Non-Executive Director on 20th March 2025 while Mr. Thabo Solomon Mabe as the Group Managing Director/Chief Executive Officer and Mr. Mulhim Eltaeb as Executive Director on 1st December 2025. The Board appointments of Messrs. Mabe and Eltaeb are subject to the ratification of Members at the next Annual General Meeting of the Company.

Induction of New Board Members

The Company has in place a robust Induction and Onboarding Programme to familiarize newly appointed Directors with their role, duties and responsibilities; the Company's business and operations; and the nature of the sugar refinery industry amongst others. The Induction programme includes meetings with key officers of the Company, and a tour of the Refinery, Backward Integration Project sites, and the Subsidiaries. Newly appointed Directors are also provided with a library of useful reports, policies, and relevant extant laws and regulations amongst others to help them in their new roles.

Board Training and Retreat

To improve the strategic oversight of the Board, enhance governance and compliance, effective risk management and Board dynamics amongst others, the Board subscribed to various trainings during the period on Artificial Intelligence, Board Leadership, Enterprise Risk Oversight and Taxation.

The mid-year and full year Board Retreats held in July and December 2025 respectively for members to explore emerging issues, address concerns, set goals and priorities, and develop a cohesive Board. The focus of the Board Retreat was the Strategy for Achieving the 2025FY Budget and 2026FY respectively.

The Annual General Meeting of the Company

The Annual General Meeting (AGM) to consider the Annual Report and the Financial Statements for the year ended December 31, 2024 was held on 29th April, 2025 at the Balmoral Convention Centre, Federal Palace Hotel, Victoria Island, Lagos.

The Meeting was very well attended by Shareholders and representatives of the Securities & Exchange Commission (SEC), Corporate Affairs Commission (CAC), Nigerian Exchange Limited (NGX), the Financial Reporting Council of Nigeria (FRCN). The Chairman of the Statutory Audit Committee and other members of the Committee were present.

The Meeting was streamed live online to enable shareholders and other stakeholders who were unable to physically attend the meetings to follow the proceedings. The

link for the live streaming of the Meeting was made available on the Company's website at https://www.sugar.dangote.com..

At the AGM, eight (8) items were proposed - 5 Ordinary and 3 Special Businesses and all resolutions were passed, and the necessary post-AGM filings completed within time.

Shareholder's Rights and Investor Relations

General Meetings are important platforms for the Board to engage shareholders to facilitate greater understanding of the Company's business, governance and

performance.

Shareholders were encouraged to send their comments and questions to the Company Secretary ahead of the AGM, and responses were provided to every question received.

The AGM was conducted in an open manner and sufficient time was allocated to shareholders present as they participated fully and contributed effectively at the Meeting. The venue of the Meeting was accessible to shareholders, and the Notice of Meeting was published on 28th March 2025 in two (2) leading newspapers more than 21 days before the Meeting. Copies of the Annual Reports, Audited Financial Statements and all other information pertaining to the resolutions to be voted upon; including voting or proxy instructions and relevant papers were dispatched to shareholders along with the Notice of Meeting. All relevant information about the Meeting and the Audited Financial Statements were also hoisted on the Company's website and published on the Issuers' Portal of the NGX.

The Board ensures that dealings of the Company with Shareholder Associations are transparent and in the best interest of the Company and that all Shareholders are treated fairly and equitably, and adequate information is provided to facilitate their investment decisions.

Investor Relations

The Company publishes its annual results, quarterly forecasts and interim results on its website at https://www.sugar.dangote.com.Other relevant investor information such as questions about shareholding or share certificates, (including the replacement of lost certificates or the consolidation of several certificates into one), or guidance to notify a change of address or to mandate dividend) are provided by the Company's Investor Relations Team. Investors are encouraged to send emails to InvestorRelationsDSR@dangote.com or contact our Registrars for answers to their enquiries

Adoption of IFRS Sustainability Disclosure Standards

The Financial Reporting Council of Nigeria (FRCN) is actively advancing the implementation of the IFRS Sustainability Disclosure Standards (IFRS S1 and IFRS S2) in line with its 2024-2030 Sustainability Reporting Roadmap. Nigeria remains a continental leader in this space, having formally launched the standards to enhance corporate transparency, with particular emphasis on climate related disclosures.

Under the roadmap, the voluntary adoption phase runs until 2027, after which mandatory reporting for Public Interest Entities (PIEs) will commence on 1st January 2028. To support organisations in preparing for compliance, the FRCN has issued draft Sustainability Reporting Guidelines No. 1 (2025/2026), providing detailed technical instructions on reporting expectations. Dangote Sugar Refinery Plc has put in place the necessary structures to commence the Sustainability reporting ahead of the mandatory commencement date.

In late 2025, the FRCN also updated its stance on IAS 29 (Financial Reporting in Hyperinflationary Economies), a key requirement for entities operating in Nigeria's high

inflation environment.

The FRCN continues to mandate that Public Interest Entities report on the effectiveness of their Internal Control over Financial Reporting. Dangote Sugar Refinery Plc has fully complied with the requirements as it relates to the 2025 Financial Year End.

Conflict of Interest and Insider Related Transactions

The Board has a policy of openness and transparency. Conflict of interest situations are well addressed by the Conflict of Interest and Related Party Transaction Policy. Insiders are precluded from buying and selling any security in breach of their fiduciary duty and other relationship of trust and confidence while in possession of material, privileged, non-public and price-sensitive information about the Company.

• The Company's 'Closed Periods' are triggered in compliance with the Rules of the Nigerian Exchange Limited.

• Insiders are precluded from engaging in unlawful or improper transfers of assets and profits for their personal benefits or for the benefit of related parties.

• Disclosure of all transactions between related parties, (natural persons or company) are made to the Board, and controls triggered to ensure that the transactions are

  carried out at arms-length and on normal market terms.

  Whistle Blowing Policy

  The Company has an effective whistle-blowing framework pursuant to which its employees and stakeholders can raise their concerns relating to any illegality or unethical behavior, fraud, malpractice or any other activity or event which is against the interest of the Company or society as a whole. The Statutory Audit Committee at its quarterly meetings reviews the whistle-blowing reports and procedure in line with the approved Whistle-Blowing Policy.

  The whistle-blowing facility is managed by an independent Ethics Line Provider, Messrs. KPMG and has the assurance of confidentiality which is required to protect the identity and interest of the Whistle-blower. The Board ensures that the Whistle-blower is not subject to any detriment on the grounds of the disclosure made in good faith.

  Information on the whistle blowing procedure is available to staff and stakeholders and is published in conspicuous places in the Company's premises and circulated to staff online via the Company's intranet.

  Code of Conduct and Ethics

  The Company's Code of Business Conduct and Ethics commits the Board, Management, employees, contractors, suppliers and the Company's controlled entities to the

  highest standards of professional and ethical behaviour, business conduct and sustainable business practices.

  The Board is responsible for monitoring adherence to the Code of Business Conduct and Ethics to ensure that breaches are effectively sanctioned. The Directors annually attest to the Code of Conduct for Directors and the Anti-Bribery and Corruption Policy which has a zero tolerance for all forms of fraud including but not limited to bribery and corruption, asset misappropriation and financial statements fraud.

  Annual Board Evaluation and Corporate Governance Evaluation

  The Board is required to establish a system to undertake a formal and rigorous evaluation of its own performance, that of its Committees, and individual Directors as well as a review of its Corporate Governance practices annually. The aim of the assessment is to provide the Board with the opportunity to reflect and obtain feedback on its performance.

  In line with the provisions of the Nigerian Code of Corporate Governance 2018 (NCCG), the annual Board and Corporate Governance Evaluation for the year ended December 31, 2025 was conducted externally by Messrs. DCSL Corporate Services Limited.

  Our Commitment to a Sustainable Future

  At the heart of our mission lies a steadfast dedication to sustainability. Over the past few years, we have taken bold steps to embed sustainability into every facet of our operations. Beginning with the baseline year of 2020, we laid the groundwork for our sustainability vision. By 2021, we solidified this vision, and in 2022, we deepened our commitment. By 2023, we proudly aligned our efforts with six of the United Nations' Sustainable Development Goals (SDGs) including SDG 13 (Climate Action), marking a significant milestone in our journey toward a greener, more responsible future.

  In 2023, we intensified our focus on reducing greenhouse gas (GHG) emissions through science-based targets and placed a strong emphasis on building a sustainable supply chain. This involved a comprehensive review of internal processes, particularly in agriculture, to identify opportunities for improvement and foster a culture of sustainability across both upstream and downstream operations. To ensure alignment with global best practices, we joined Bonsucro, a leading international organization that verifies sustainable agricultural practices.

  We are thrilled to share that we are the first Nigerian organization to achieve Bonsucro membership-a testament to our leadership in sustainable sugar production. This

  milestone not only positions us as a pioneer in the industry but also underscores our commitment to producing sugar through entirely sustainable agricultural processes.

  In 2024, we doubled down on our sustainability efforts by launching an ambitious capacity-building initiative. We brought on board, top-tier sustainability experts, initiated full-scale tracking of Scope 1 and 2 GHG emissions, and saw a 14% reduction in emissions from our operations. We organized a vendors' forum to share our sustainability vision with our supply chain partners. Additionally, we verified the Bonsucro certification status of our raw sugar supplies and began collaborating with Bonsucro accredited consultants and certification bodies to guide us toward full certification.

  In 2025, we intensified our journey toward Bonsucro certification, while taking more decisive climate action through the development of a comprehensive Decarbonization Plan. This plan provides a clear, shared roadmap with defined responsibilities, guiding our pathway toward Net Zero.

  During the year, we achieved and exceeded our science-based GHG emissions reduction target and recorded a notable improvement in our Carbon Disclosure Project (CDP) climate score, reflecting stronger climate governance, performance, and transparency.

  In 2025 our CDP rating for Water Security, and Climate Action was "C" each, an improvement over 2024 rating in climate action.

  These efforts reflect our unwavering commitment to creating a sustainable future - one where environmental responsibility, social impact, and economic growth go hand in hand.

  Together, we are not just building a better business; we are building a better world.

  
  
  

  Board Meetings

  The Board of Directors held six (6) meetings during the period. At Board meetings, the Board received reports on the implementation of its strategic initiatives and the financial performance of the Company and its subsidiaries and other matters for the Board's notification and/or approval. The agenda for each meeting and the supporting Board papers are sent to Directors at least seven (7) days before the meeting to give them sufficient time to review the Papers and request for additional information, where necessary.

  Directors had access to Management through the Company Secretariat and obtained independent advice from Consultants at the expense of the Company where required.

  At the commencement of the year, Board Members attested to their compliance with the various governance codes and policies and provided information on their interest on other Boards as well as information on relevant changes.

  Board of Directors Meetings Attendance (6 Meetings)

  S/N	DIRECTORS	ATTENDANCE
  		Feb 27	April 29	June 11	July 22	Oct 30	Nov 17	%
  1	Alhaji Aliko Dangote, GCON (Chairman, retired June, 2025)	√	√	√	-	-	-	100
  2	Mr. Olakunle Alake	√	√	√	√	√	√	100
  3	Alhaji Abdu Dantata	√	√	√	√	√	√	100
  4	Ms. Bennedikter Molokwu	√	√	√	√	√	√	100
  5	Ms. Maryam Bashir (retired in June, 2025)	√	√	√	-	-	-	100
  6	Prof. Konyinsola Ajayi, SAN (Retired in June 2025)	√	√	√	-	-	-	100
  7	Mr. Uzoma Nwankwo	√	√	√	√	√	√	100
  8	Mr. Ravindra Singhvi	√	√	√	√	√	√	100
  9	Mrs. Yabawa Lawan Wabi (mni)	√	√	√	√	√	√	100
  10	Ms. Mariya Aliko-Dangote	√	√	√	√	√	√	100
  11	Mr. Arnold Ekpe (Chairman from June 2025)	√	√	√	√	√	√	100
  12	Mrs. 'Yemisi Ayeni (Appointed 20th March 2025)	-	√	-	√	√	√	80
  13	Mr. Thabo Solomon Mabe (Appointed on 1st Dec. 2025)	-	-	-	-	-	√	100
  14	Mr. Mulhim Mohamed Elhassan Eltaeb (Appointed on 1st Dec. 2025)	-	-	-	-	-	√	100

  Board Committees

  The Committees of the Board as at December 31, 2025 were as follows:

• Board Governance Committee

• Board Finance & Strategy Committee

• Board Risk Management & Assurance Committee

• Board Technical & Sustainability Committee

Board Governance Committee (BGC)

The primary purpose of the Board Governance Committee is to exercise oversight on all governance matters and to ensure that the procedures for appointments to the Board are formal and transparent.

During the period, the Committee carried out its role and duties including oversight of governance matters, policies and practices, and oversight of the human resources strategy amongst others. At each meeting of the Committee, the Company's compliance with governance codes and best practices was reviewed. The main functions of the Committee are as follows:

Ensures that a Succession Plan/Policy exist for critical roles on the Board, Senior Executives of the Company and its subsidiary companies Executive Management

Reviews the structure, size and composition of the Board annually, and makes recommendations on proposed changes

Advises the Board on staff welfare matters in accordance with relevant laws and regulations

Ensures that periodic evaluation of the Board and the Company's corporate governance practices is conducted

Ensures that the Company has a formal programme for the induction and training of Directors

Establishes an effective system for monitoring compliance with the various corporate governance codes and practices

The schedule of the composition of the Committee and meeting attendance is as follows:

Board Governance Committee Composition and Meeting Attendance (5 Meetings)

1. Ms. Maryam Bashir and Prof. Konyinsola Ajayi (SAN) retired from the Board of Directors in June 2025.

2. Mr. Arnold Ekpe exited the Committee in June following his appointment as Board Chairman

3. Mrs. 'Yemisi Ayeni was admitted as a Member in July 2025, she was the Chairman from June 2025.

4. Ms. Bennedikter Molokwu was appointed as Chairman in July 2025.

5. Mr. Olakunle Alake was admitted as a Member in October 2025

Board Finance & Strategy Committee (BFSC)

The nomenclature for Finance Committee was changed to Board Finance & Strategy Committee during the period to properly reflect the Board's oversight of Strategy. The Committee is established to assist the Board in fulfilling its oversight responsibilities with respect to strategic, financial and corporate development matters. The Committee's key performance indicators include monitoring capital projects, capital expenditures and the Company's major investments and subsidiaries. During the year, the Committee extensively reviewed the Backward Integration Projects and the on-going expansions projects and monitored the Capital Expenditure Budget to ensure efficient deployment of resources. The Committee's major terms of reference include the following:

Reviews the Company's financial policies

Monitors the Company's financial performance against set targets

Recommends strategic projects to the Board

Monitors the financial performance of the

Company's Subsidiaries

Reviews the financial and business plan of the Company

Reviews the capital structure, matters affecting the capital like mergers and acquisitions

The schedule of the composition of the Committee and meeting attendance is as follows:

Board Finance and Strategy Committee Composition and Meeting Attendance (5 Meetings)

1. Mrs. Ayeni was appointed to the Board and admitted to the BFSC (in the capacity of the Committee Chairman) in July 2025 in place of Mr. Arnold Ekpe who was appointed Board Chairman in June 2025

2. Ms. Bennedikter Molokwu exited the Committee in October 2025

3. Mr. Ravindra Singhvi retired from the Company on 30th November 2025

4. Mr. Thabo Mabe and Mr. Mulhim Eltaeb were admitted as Members on 1st Dec. 2025

Board Risk Management and Assurance Committee (BRMAC)

The Board Risk Management and Assurance Committee is established to ensure oversight by the Board of Directors regarding the risk appetite and risk tolerance levels of the Company and provide assurance of the process and system of internal control.

During the period, the Committee reviewed the Risk Management, Internal Audit and Legal Risk Reports and monitored the implementation of the key recommendations of the external assessment of the Internal Audit and Internal Control functions. It approved the Audit Plan and requested Management to conduct special reviews where required.

The Committee's major terms of reference include the following:

Review of the effectiveness of the Risk Management framework and ensuring that appropriate controls are in place to address identified risks

Review the effectiveness of the Internal Audit and Internal Control and assess the qualifications and independence of the external auditors

Ensure the preparation, completeness, accuracy of financial statements and proper disclosure of financial information

Review significant accounting and reporting issues, proposed adjustments and areas of judgment

Review of the

Company's compliance with applicable laws and regulatory requirements

Review the Company's IT data

governance framework & legal risks

The schedule of the composition of the Committee and meeting attendance is as follows:

Board Risk Management and Assurance Committee - Composition and Meetings (4 Meetings)

1. Ms. Maryam Bashir and Prof. Konyinsola Ajayi (SAN) retired from the Board in June 2025.

2. Ms. Bennedikter Molokwu was admitted to the Committee in July 2025.

Board Technical and Sustainability Committee (BTSC)

The Board Technical and Sustainability Committee is established to oversee the Company's operations in areas of Production, Sustainability, Health, Safety, Security and

Environment, Transportation and Logistics and New Projects.

During the period, the Committee reviewed the reports on Operations, Health, Safety, Security and Environment, Sustainability and Logistics and the Backward Integration Projects, and monitored the implementation of the key recommendations by the Committee.

The Committee's major terms of reference include the following:

Review key performance indicators (volumes, unit production rates, Unit Conversion cost component, unit utilisation, energy consumption, energy mix, product mix, extension, dispatch turnaround

Oversee the Company's sustainability strategy, programmes and practices with regards to its economic, social and environmental obligations.

Oversee the Company's health, safety and environment (HSE) policies and practices.

Oversee required reporting and disclosure with respect to sustainability including technical, operational, health, safety, environmental and corporate social responsibility matters.

Review Management's proposals for improved truck availability, dedicated trailer park/workshop and various other strategies for efficiency in the Company's Fleet operations.

1. Mr. Ravindra Singhvi retired from the Company in November 2025

2. Ms. Bennedikter Molokwu was admitted to the Committee in July 2025.

3. Prof. Konyinsola Ajayi retired from the Board in June 2025.

4. Ms. 'Yemisi Ayeni was admitted to the Committee in October 2025.

Statutory Audit Committee (SAC)

The Statutory Audit Committee was established in accordance with the provisions of the Companies and Allied Matters Act 2000 (CAMA) and its functions are as prescribed under Section 404(7) of the Act. The Statutory Audit Committee has responsibility for the following:

1

Ascertain whether the accounting and reporting policies of the Company are in accordance with the legal requirements and agreed ethical practices.

2

Review the scope and planning of audit requirements.

3

Review the findings on management matters in conjunction with the external auditors and Management responses thereon.

4

Keep under review the effectiveness of the Company's system of

accounting and internal control.

5

Make recommendations to the Board in regard to the appointment, removal and remuneration of the external auditors of the Company.

6

Authorize the internal auditor to carry out investigations into any activities of the Company which may be of interest or concern to the Committee.

The Committee is composed of two (2) Non-Executive Directors and three (3) Ordinary Shareholders elected at the Company's Annual General Meeting in line with

CAMA. The Chairman of the Committee is an Ordinary Shareholder.

In line with S.11.4.8 of the Nigerian Code of Corporate Governance 2018, the Statutory Audit Committee invited the External Auditors and the Head of Internal Audit for discussions (without the presence of Management), to facilitate an exchange of views and concerns that may not be appropriate for open discussion. The exchange was useful for the Committee's oversight role.

In furtherance of continuous capacity building, the members of the Audit Committee attended a training facilitated by Messrs. Ernst & Young during the review period. The schedule of the Committee composition and meeting attendance is as follows:

Statutory Audit Committee - Composition and Meetings Attendance (4 Meetings)

1. Mrs. Yabawa Lawan was admitted to the Committee in July 2025 as replacement for Ms. Maryam Bashir who retired from the Board of Directors in June 2025.

2. In line with Rule 10 of the Financial Reporting Council of Nigeria (FRC), the Company informed the FRC of the changes in the composition of the Committee.

Remuneration of Directors

The Board ensures that the Company remunerates fairly, responsibly, and transparently in line with its Remuneration Policy. Only Non-Executive Directors are paid Annual Fees as well as Sitting Allowances for attendance at Board and Committee meetings, they are however not entitled to be paid any performance-based compensation. The schedule of Annual Fees and Sitting Allowances payable to Non-Executive Directors for the year ended December 31, 2025 is as follows:

Statement on Compliance with the Securities & Exchange Commission's Code of Corporate Governance for Public Companies,

2011 and Nigerian Code of Corporate Governance 2018

The Directors are responsible for ensuring compliance with the extant Codes of Corporate Governance. The Board has reviewed both the Nigerian Code of Corporate Governance 2018 and the Securities and Exchange Commissions' Code of Corporate Governance for Public Companies 2011 and is satisfied that the Company has achieved significant improvement in its compliance with their provisions.

The Board will continue to closely monitor the company's compliance with best governance practices with a view to improving its governance practices.

By Order of the Board

TEMITOPE HASSAN, FRC/2017/NBA/00000016669

Company Secretary/Legal Adviser

3rd Floor, Greenview Development Nigeria Ltd Building

Terminal "E" NPA Complex, Apapa

Lagos, Nigeria

Dated February 24, 2026

We are pleased to inform our esteemed stakeholders that during the period, there were no regulatory sanctions, fines or penalties on the company.

Report of the Audit Committee

To the Members of Dangote Sugar Refinery Plc

In compliance with Section 404(7) of the Companies and Allied Matters Act, 2020 , we have reviewed the consolidated and separate Financial Statements of Dangote Sugar Refinery PLC for the year ended 31st December, 2025 and hereby state as follows:

1. We have exercised our statutory functions under Section 404(7) of the Companies and Allied Matters Act, 2020;

2. We deliberated with the external Auditors, who confirmed that necessary cooperation was received from Management in the course of their statutory audit and we are satisfied with Management's responses on the Auditors' Memorandum of recommendations, and with the effectiveness of the Company's system of accounting and internal control;

3. The accounting and reporting policies of the company for the year ended 31st December, 2025 are in accordance with legal requirements and agreed ethical practices, and the scope and planning of both the external and internal audits were adequate in our opinion;

4. In our opinion, the scope and planning of the audit for the year ended 31st December, 2025 were adequate, and the Management Responses to the Auditors ' findings were satisfactory.

   
   
   

   Mr. Olusegun Olusanya Chairman, Audit Committee FRC/2018/ICAN/00000018192

   Dated February 24, 2026

   Members of the Audit Committee are:

   1. Mr. Olusegun Olusanya - Chairman/Shareholder

   2. Mallam Dahiru Ado - Shareholder

   3. Hadjia Muheebat Dankaka (OON) - Shareholder

   4. Ms Maryam Bashir - Independent Non-Executive Director

   5. Mr. Uzoma Nwankwo - Non-Executive Director

   6. Mrs. Yabawa Lawan-Wabi - Independent Non-Executive Director

Statement of Directors' Responsibilities

The Companies and Allied Matters Act, 2020 requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of financial affairs of the Group and Company at the end of the year and of their profit or loss.

The responsibilities include ensuring that the Group:

1. keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Group and Company and comply with the requirements of the Companies and Allied Matters Act;

2. establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other regularities; and

3. prepares its financial statements using suitable accounting policies supported by reasonable and prudent judgements and estimates, and are consistently applied.

The Directors accept responsibility for the annual financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgements and estimates, in conformity with International Financial Reporting Standards as issued by international Accounting Standards Board (IFRS Accounting standards) and both the requirements of the Financial Reporting Council of Nigeria (Amendment) Act 2023 and 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 Group and Company and of their profit. The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial controls.

Going Concern

The Directors have made an assessment of the group's and company's ability to continue as a going concern and have no reason to believe the group and company will not remain a going concern for at least twelve months from the date of this statement.

Signed on behalf of the Board of Directors By:

Arnold Ekpe Mr. Thabo Solomon Mabe

Independent Non-Executive Director/ Chairman Group Managing Director/CEO

FRC/2025/PRO/IODN/008/774324 FRC/2013/ODN/00000001741

The consolidated and separate financial statements of the group and company for the year ended December 31, 2025 were approved by the Directors on February 24, 2026.

In compliance with Sections 405 of the Companies and Allied Matters Act (CAMA) 2020, we certify that:

1. We have reviewed the audited financial statements, and based on our knowledge:

   1. the audited financial statements do not contain any untrue statement of material fact or omit to state a material fact, which would make the statements misleading;

   2. the audited financial statements and all other financial information included in the statements fairly present, in all material

      respects, the financial condition and results of operation of the company as of and for, the periods covered by the audited financial statements.

2. We are responsible for establishing and maintaining internal controls and we have:

   1. designed internal controls to ensure that material information relating to company and its subsidiary is made known to us during the year ended 31 December 2025;

   2. evaluated the effectiveness of the company's internal controls within 90 days prior to the date of the audited financial statements; and

   3. we certify that the company's internal controls are effective as of that date.

3. We disclosed to the auditors and audit committee:

   1. that there are no 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

   2. that there are no fraud that involves management or other employees who have a significant role in company's internal controls;

      Mr. Thabo Solomon Mabe Isiaka Dada Bello, PhD

      Group Managing Director/CEO Chief Financial Officer

      FRC/2013/ODN/00000001741 FRC/2013/ ICAN/00000005105

      Dated this 24th day of February, 2026 Dated this 24th day of February, 2026

4. That there are no significant changes in internal controls or in other factors that significantly affected internal controls subsequent to the date of evaluation, including any corrective actions with regard to significant deficiencies and material weakness.

   
   
   

   Management's Report on the Assessment of Internal Control over Financial Reporting

   Management of Dangote Sugar Refinery Plc. ("DSR" or the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Company's principal executive and principal financial officers, or persons performing similar functions, and effected by DSR's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the generally acceptable accounting principles (GAAP).

   DSR's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of DSR's management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

   However, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has completed an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2025. In making the assessment, management used the "Internal Control - Integrated Framework" ("COSO 2013") promulgated by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

   Based upon the assessment performed, management concluded that as of December 31, 2025, DSR's internal control over financial reporting was effective based upon the COSO 2013 framework. Additionally, based upon management's assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of December 31, 2025.

   The effectiveness of the Company's internal control over financial reporting as of December 31, 2025, has been audited by

   Mr. Thabo Solomon Mabe Isiaka Dada Bello, PhD

   Group Managing Director/CEO Chief Financial Officer

   FRC/2013/ODN/00000001741 FRC/2013/ ICAN/00000005105

   Dated this 24th day of February, 2026 Dated this 24th day of February, 2026

   PricewaterhouseCoopers (PwC), an independent registered public accounting firm, as stated in their report, which appears herein.

   
   
   

   Dangote Sugar Refinery Plc

   Annual Report and Financial Statements for the year ended December 31, 2025

   Certification of management's assessment on internal control over financial reporting

   We, Thabo Solomon Mabe (the Group Managing Director) and Mr Isiaka Dada Bello (the Chief Financial Officer) of Dangote Sugar Refinery Plc, certify that:

   1. We have reviewed this Management's Report on the Assessment of Internal Control Over Financial Reporting of Dangote

      Sugar Refinery Plc;

   2. Based on our knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   3. Based on our knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

   4. We:

      1. Are responsible for establishing and maintaining internal controls;

      2. Have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the company, is made known to us by others, particularly during the period in which this report is being prepared;

      3. Have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      4. Have evaluated the effectiveness of the company's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.

   5. Have disclosed, based on our most recent evaluation of internal control system, to the company's auditors and the audit committee of the company's board of directors:

      1. There were no significant deficiencies and material weaknesses in the design or operation of the internal control system which

         are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

      2. There were no fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control system.

   6. We have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

   Mr. Thabo Solomon Mabe Isiaka Dada Bello, PhD

   Group Managing Director/CEO Chief Financial Officer

   FRC/2013/ODN/00000001741 FRC/2013/ ICAN/00000005105

   Dated this 24th day of February 2026.

   
   
   
   
   Independent practitioner's report

   To the Members of Dangote Sugar Refinery Plc

   Report on an assurance engagement performed by an independent practitioner to report on management's assessment of controls over financial reporting

   Our opinion

   In our opinion, nothing has come to our attention that the internal control procedures over financial reporting put in place by management of Dangote Sugar Refinery Plc ("the company") and its subsidiaries (together "the group") are not adequate as at 31 December 2025, based on the SEC Guidance on Implementation of Sections 88 - 91 of The Investments and Securities Act 2025 issued by The Securities and Exchange Commission.

   What we have performed

   We have performed an assurance engagement on Dangote Sugar Refinery Plc's internal control over financial reporting as of December 31, 2025, based on FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting ("the Guidance") issued by the Financial Reporting Council of Nigeria. The group's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on the Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the group's internal control over financial reporting based on our assurance engagement.

   Basis for opinion

   We conducted our assurance engagement in accordance with the Guidance, which requires that we plan and perform the assurance engagement and provide a limited assurance report on the group's internal control over financial reporting based on our assurance engagement. As prescribed in the Guidance, the procedures we performed included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our engagement also included performing such other procedures as we considered necessary in the circumstances. We believe the procedures performed provide a basis for our report on the internal control put in place by management over financial reporting.

   Definition and Limitations of Internal Control over Financial Reporting

   A group's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A group's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the group; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the group are being made only in accordance with authorizations of management and directors of the group; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the group's assets that could have a material effect on the financial statements.

   PricewaterhouseCoopers

   FF Millenium Towers, 13/14 Ligali Ayorinde Street, Victoria Island, Lagos, Nigeria

   
   
   

   Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

   Other matter

   We also have audited, in accordance with the International Standards on Auditing, the consolidated and separate financial statements of Dangote Sugar Refinery Plc and our report dated 3 March 2026 expressed an unqualified opinion.

   For: PricewaterhouseCoopers 3 March 2026

   Chartered Accountants Lagos, Nigeria FRC/2023/COY/176894

   Engagement Partner: Yinka Yusuf FRC/2013/PRO/ICAN/004/00000005161

   
   
   Independent auditor's report

   To the Members of Dangote Sugar Refinery Plc

   Report on the audit of the consolidated and separate financial statements

   Our opinion

   In our opinion, the consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of Dangote Sugar Refinery Plc ("the company") and its subsidiaries (together "the group") as at 31 December 2025, and of their consolidated and separate financial performance and their consolidated and separate cash flows for the year then ended in accordance with international financial reporting standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and the requirements of the Companies and Allied Matters Act and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

   What we have audited

   Dangote Sugar Refinery Plc's consolidated, and separate financial statements comprise:

   • the consolidated and separate statements of financial position as at 31 December 2025;

   • the consolidated and separate statements of profit or loss and other comprehensive income for the year then ended;

   • the consolidated and separate statements of changes in equity for the year then ended;

   • the consolidated and separate statements of cash flows for the year then ended;

   • the notes to the consolidated and separate financial statements, which include a summary of material accounting policies.

   Basis for opinion

   We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated and separate financial statements section of our report.

   We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

   Independence

   We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards), i.e. the IESBA Code issued by the International Ethics Standards Board for Accountants. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code.

   Key audit matters

   Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

   PricewaterhouseCoopers

   FF Millenium Towers, 13/14 Ligali Ayorinde Street, Victoria Island, Lagos, Nigeria

   Key audit matter	How our audit addressed the key audit matter
   Valuation of biological assets (N18.3 billion)
   Biological assets comprise growing sugar cane held for harvesting purposes. In accordance with IAS 41 - Agriculture, they are valued at fair value less cost to sell. We focused on the valuation of the biological assets due to the materiality of the balance. Furthermore, the determination of the fair value estimates is complex and involves a significant amount of judgement. The directors have developed a model using the multi-period excess earnings method (MPEEM) under the income approach for the valuation of growing sugar cane. In order to generate a stream of cash flows to be used in this model, the directors calculate tonnage using information on hectares of farmland planted, the age of growing sugar cane per hectare and the yield rate per hectare. The cane price is then applied on the tonnage and discounted to arrive at the fair value of the sugar cane. The cane price is based on the industry out-grower price.	We adopted a substantive approach to testing this balance by obtaining and performing audit procedures on the directors' valuation of the biological assets. With the help of our Deals experts, we reviewed the group's model for calculating the fair value of biological assets. We assessed the valuation methodology against the criteria in IAS 41-Agriculture and IFRS 13 - Fair value measurement. We reviewed the forecast cash flows, discount rates applied and underlying assumptions adopted by management against internal projections and publicly available information. We tested the farm information used in the valuation model (such as the yield rate per hectare, hectare of farmland planted and age of growing cane per hectare) by comparing with data from the farm and factory reports. Furthermore, we assessed information on yield rate by comparing it against our expectation based on relevant industry data available. We tested the tonnage used in the valuation model by applying the yield rate per hectare on the hectare of farmland planted.
   The directors exercise significant judgement in determining the yield rate per hectare, the discount rate, cost of sales, selling and distribution expenses, administrative expenses and contributory assets charges.	We checked the determination of cane price by comparing to the industry out-grower price for the year. We assessed the reasonableness of the discount rate used by comparing to the independent calculation done by our valuation experts.
   This is considered a key audit matter in the consolidated and separate financial statements. See notes 2.22, 3ii and 17 to the consolidated and separate financial statements.	We assessed the reasonableness of costs of sales, selling and distribution expenses, administrative expenses and contributory assets charges by comparing to historical information and amounts determined using the company's current operational work standards.
   	We tested the mathematical accuracy of the valuation model used by the directors.
   	We assessed the reasonableness of disclosures in the consolidated and separate financial statements.

   Other information

   The directors are responsible for the other information. The other information comprises General Information, Report of the Directors, Corporate Governance Report, Report of the Audit Committee, Statement of Directors' Responsibilities, Statement of Corporate Responsibility for the Financial Statements, Management's Report on the assessment of Internal Control over Financial Reporting, Certification of management's assessment on internal control over financial reporting, Statement of value added and Five-year Financial Summary (but does not include the consolidated and separate financial statements and our auditor's report thereon), which we obtained prior to the date of this auditor's report, and the other sections of the Dangote Sugar Refinery Plc 2025 Annual Report, which are expected to be made available to us after that date.

   Our opinion on the consolidated and separate financial statements does not cover the other information and we do not and will not express an audit opinion or any form of assurance conclusion thereon.

   In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

   If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

   When we read the other sections of the Dangote Sugar Refinery Plc 2025 Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

   Responsibilities of the directors and those charged with governance for the consolidated and separate financial statements

   The directors are responsible for the preparation of the consolidated and separate financial statements that give a true and fair view in accordance with IFRS Accounting Standards and the requirements of the Companies and Allied Matters Act, the Financial Reporting Council of Nigeria (Amendment) Act, 2023, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

   In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

   Those charged with governance are responsible for overseeing the Group's financial reporting process.

   Auditor's responsibilities for the audit of the consolidated and separate financial statements

   Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements.

   As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

   • Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

   • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

   • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

   • Conclude on the appropriateness of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.

   • Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

   • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated and separate financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

   We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

   We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

   From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated and separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

   
   
   Report on other legal and regulatory requirements

   The Companies and Allied Matters Act requires that in carrying out our audit we consider and report to you on the following matters. We confirm that:

   1. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

   2. the company has kept proper books of account, so far as appears from our examination of those books and returns adequate for our audit have been received from locations not visited by us;

   3. the company's statement of financial position and statement of profit or loss and other comprehensive income are in agreement with the books of account and returns.

In accordance with the requirements of the Security and Exchange Commission, we performed a limited assurance engagement and reported on management's assessment of Dangote Sugar Refinery Plc's internal control over financial reporting as of 31 December 2025. The work performed was done in accordance with FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting issued by the Financial Reporting Council of Nigeria, and we have issued an unqualified opinion in our report dated 3 March 2026.

For: PricewaterhouseCoopers 3 March 2026

Chartered Accountants Lagos, Nigeria

Engagement Partner: Yinka Yusuf FRC/2013/PRO/ICAN/004/00000005161