Quarter 5 financial statement for 2024

FIDSON HEALTHCARE PLC

Lagos, Nigeria

Annual report and financial statements For the year ended 31 December 2024

FIDSON HEALTHCARE PLC

Lagos, Nigeria

Annual report and financial statements For the year ended 31 December 2024

Table of Contents

Corporate Informaon.............................................................................................................................................1

Results at a Glance...................................................................................................................................................2

Report of the Directors............................................................................................................................................3

Corporate Governance Report ................................................................................................................................ 7

Statement of Directors' Responsibilies ................................................................................................................ 15

Cerficaon of Financial Statements ..................................................................................................................... 16

Audit Commiee's Report ..................................................................................................................................... 17

Management Report on the Assessment of Internal Financial Controls ............................................................... 19

Independent Auditor's Report ............................................................................................................................... 20

Assurance Report of Independent Auditor ............................................................................................................ 23

Statement of Profit or Loss and Other Comprehensive Income ............................................................................ 25

Statement of Financial Posion ............................................................................................................................. 26

Statement of Changes in Equity ............................................................................................................................. 27

Statement of Cash Flows ....................................................................................................................................... 28

Notes to the Financial Statements ........................................................................................................................ 29

Statement of Value Added ..................................................................................................................................... 83

Five-Year Financial Summary ................................................................................................................................. 84

FIDSON HEALTHCARE PLC

Lagos, Nigeria

Annual report and financial statements For the year ended 31 December 2024

Corporate Informaon

• 1. DIRECTORS:

• 2. COMPANY SECRETARY:

• 3. REGISTERED NUMBER:

• 4. REGISTERED OFFICE:

  Mr. Olusegun S. Adebanji, FCA Dr. Fidelis A. Ayebae

  Mrs. Olufunmilola O. Ayebae Mr. Emmanuel E. Imoagene Mrs. Aishatu P. Sadauki

  Dr. Vincent Ahonkhai

  • Mr. Abiola A. Adebayo

  • Mr. Olugbenga O. Olayeye

  • Mr. Ola Ijimakin

  • Mr. Imokha Ayebae

  • Mr. J. Abayomi Adebanjo, FCIS 267435

  268, Ikorodu Road, Obanikoro Lagos.

  Tel: 01-7406817, 01-8936502www.fidson.com,e-mail-info@fidson.com

• 5. INDEPENDENT AUDITORS: Deloie & Touche

• 6. SOLICITORS:

• 7. BANKERS:

• 8. REGISTRARS:

• 9. TIN NUMBER

• (Chartered Accountants)

  Chairman

  Managing Director/ Chief Execuve Officer Non- Execuve

  Non- Execuve

  Independent Non - Execuve Independent Non- Execuve Deputy Managing Director

  Execuve Director, Strategy & Markeng Execuve Director, Commercial Execuve Director, Finance

  Civic Towers, Plot GA1 Ozumba Mbadiwe Street, Victoria Island, Lagos.

  Adesokan & Adesokan 53-57, Bamgbose Street Lagos Island, Lagos

  Tel: 234 8093131158

  Access Bank Plc

  Bank of Industry Limited Fidelity Bank Plc

  First City Monument Bank Plc FSDH Merchant Bank Limited First Bank of Nigeria Limited Guaranty Trust Bank Plc Unity Bank Plc

  Union Bank of Africa Plc Wema Bank Plc

  Zenith Internaonal Bank Plc

  Meristem Registrars & Probate Services Limited, 213, Herbert Macaulay Way

  Adekunle, Yaba

  Lagos

  Tel: 234 18920491

  Email:info@meristemregistrars.com01284978-0001

FIDSON HEALTHCARE PLC

Lagos, Nigeria

Annual report and financial statements For the year ended 31 December 2024

Results at a Glance

FIDSON HEALTHCARE PLC

Lagos, Nigeria

Annual report and financial statements For the year ended 31 December 2024

Report of the Directors

• 1.0 The Directors have pleasure in subming to the members of the Company their report together with the audited financial statements for the year ended 31 December 2024.

• 2.0 PRINCIPAL ACTIVITIES

  The principal acvies of the Company are the manufacture and distribuon of pharmaceucal products which includes drugs, infusion and injectables. The Company commenced local manufacturing of pharmaceucal products in July 2002.

• 3.0 LEGAL FORM

  The Company operates as a Private Limited Liability Company unl June 5, 2008 when it was registered as a Public Limited Liability Company. The shares are currently quoted on the floor of the Nigerian Exchange Limited (NGX).

• 4.0 STATE OF AFFAIRS

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

• 5.0 DIVIDEND

  The Directors propose to pay a dividend of N1 amounng to N2,294,996,275 out of the profit for the year ended 31 December 2024 (31 December 2023: N0.60k amounng to N1,376,997,765). Proposed dividend will only be recognised as a liability aſter approval by the shareholders at the Annual General Meeng.

• 6.0 MAJOR CUSTOMERS

  LAGOS

  Nwachukwu Pharmaceucal Co. Ltd Zemca Healthcare Ltd

  Lexicon Pharmacy Junno Pharmacy Jaymorr Pharmacy Ltd

  WEST

  Zimaco Pharm Ltd

  Elvis-Madu And Son Pharmaceucal Nig. Ltd Safeline Pharmaceucals Ltd

  Remedial Health Soluons Ltd Lagos Armonds Pharm

• 7.0 MAJOR SUPPLIERS

  Oversea Suppliers

  TIL Healthcare Pvt. Ltd

  V.S Internaonal Pvt. Ltd

  Sinobright Import and Export Co. Limited

  Sukhesh Markeng pvt. Ltd

  Mevish Export

  M/S. Medinomics Healthcare Pvt

  Charack Pharma Pvt. Ltd

  AAPL Soluons Pvt. Ltd

  IVS Technology H.K. Ltd

  Sagisa Process Engineering (CPY) Ltd

  Elmach Packages Indis Pvt. Ltd

  Themis Ltd

  Thosco (Thode + Scobel)

  Shandong Eagle Machinery Co. Ltd

  Sterimax Engineering Pvt. Ltd 7

EAST

Kunle Ara Pharm Elgra Pharmacy

PS General Drugs Centre Pharmaceucal Okey God Pharm Co. Ltd

Pharmfem Pharmacy And Stores

NORTH

Latnas Pharmacy New Health Pharm

Gozeb Pharmaceucal Nig Ltd Klen Pharmacy Ltd Abuja Sanabba Pharmaceucal Co. Ltd Local Suppliers

Dowel Resources & Logiscs Ltd Aquax Pharmaceucals Ltd Beta Glass Plc

Akest Nig Ltd Sagar Overseas Ltd LPC Prinng Ltd Win Oil Ltd

Benchmark Sciences Ltd Sankil Pharmaceucal Ltd LN Pack Industries Ltd Poly Product Nigeria Plc Boden Industries Ltd Abtevic Pharma Ltd Manipal Int. Press Ltd

Scamps Commuincaons Limited

FIDSON HEALTHCARE PLC

Lagos, Nigeria

Annual report and financial statements For the year ended 31 December 2024

Report of the Directors (cont'd)

• 8.0 DIRECTORS

  The names of the Directors at the date of this report and of those who held office during the year are as follows: Mr. Olusegun Adebanji Dr. Fidelis A. Ayebae

  Mrs. Olufunmilola O. Ayebae Mr. Emmanuel E. Imoagene Mrs. Aishatu P. Sadauki

  Dr. Vincent Ahonkhai Mr. Abiola A. Adebayo Mr. Olugbenga O. Olayeye Mr. Ola Ijimakin

  Mr. Imokha Ayebae

• 9.0 DIRECTORS' INTERESTS

  Chairman (Independent Non-Execuve) Managing Director/Chief Execuve Officer Non-Execuve

  Non-Execuve Independent Non-Execuve Independent Non-Execuve Deputy Managing Director

  Execuve Director, Strategy and Markeng Execuve Director, Commercial

  Execuve Director, Finance

  The Directors' interests in the issued share capital of the Company as at 31 December 2024 are as follows;

  S/N	Directors	Holding 2024	%	Holding 2023	%
  1	DR. FIDELIS A. AYEBAE	758,543,749	33.05	758,543,749	33.05
  2	MR. EMMANUEL E. IMOAGENE	37,413,200	1.63	37,413,200	1.63
  3	MRS. OLUFUNMILOLA O. AYEBAE	74,629,500	3.25	74,629,500	3.25
  4	MRS. AISHA P. SADAUKI	859,705	0.04	859,705	0.04
  5	MR. SEGUN ADEBANJI	-	-	-	-
  6	MR. OLUGBENGA O. OLAYEYE	21,539,144	0.94	21,539,144	0.94
  7	MR. ABIOLA A. ADEBAYO	18,289,269	0.80	18,289,269	0.80
  8	DR VINCENT AHONKHAI	365,860	0.01	320,860	0.01
  9	MR. EKWUNIFE OKOLI	-	-	-	-
  10	OLA IJIMAKIN	2,359,280	0.10	2,359,280	0.10
  11	MR. IMOKHA AYEBAE SAMSON O	41,800,000	1.82	41,800,000	1.82
  Indirect Holding
  GLORIOUS HAVEN LIMITED - ON BEHALF OF
  DR. FIDELIS A. AYEBAE	1,100,000	0.05	1,100,000	0.05

• 10.0 BOARD OF DIRECTORS

  In accordance with the provisions of Secon 285 of the Companies & Allied Maers Act, 2020, one third of the Directors of the Company shall rere from office. The Directors to rere every year shall be those who have been longest in office since their last elecon. Accordingly, Mr. Olusegun S. Adebanji, Mrs Aishatu Pamela Sadauki, and Mr. Emmanuel Imoagene rered by rotaon. Their respecve re-elecon will be brought before the members at the Annual General meeng.

• 11.0 DIRECTORS' INTEREST IN CONTRACTS

  None of the Directors has nofied the Company for the purpose of Secon 303 of the Companies and Allied Maers Act, 2020, of any disclosable interest in contracts with which the Company is involved as at 31 December 2024.

• 12.0 SUBSTANTIAL INTEREST IN SHARES

  The registrar has advised that according to the register of members as at 31 December 2024, the following held more than 5% of the issued share capital of the Company:

FIDSON HEALTHCARE PLC

Lagos, Nigeria

Annual report and financial statements For the year ended 31 December 2024

Report of the Directors (cont'd)

13.0

CORPORATE SOCIAL RESPONSIBILITIES / DONATIONS

The Company made contribuons as part of its corporate social responsibility. The beneficiaries are as follows:

In compliance with Paragraph 4 in the fourth schedule of the Companies and Allied Maers Act, 2020 the company did not make any donaon or giſt to any polical party, polical associaon or for any polical purpose during the year under review. All donaons are monetary in nature and are expensed (See Note 8).

14.0

EVENTS AFTER THE REPORTING PERIOD

As stated in Note 44, no material events have occurred between the end of the reporng period and the date of this report which could have had a material effect on the state of affairs of the Company as at 31 December 2024.

15.0

ANALYSIS OF SHAREHOLDERS

Analysis of shareholdings as at 31 December 2024

• a) Employment of disabled Persons

  It is the Company's policy that there is no discriminaon in considering applicaons for employment including those from disabled persons. All employees whether or not disabled are given equal opportunies to develop their experse and knowledge and to qualify for promoon in furtherance of their careers. As at 31 December 2024, there were two disabled employees working in the administrave secon of the factory.

• b) Welfare

  The Company has retainership agreement with a number of private hospitals to whom cases of illness are referred for treatment and/or admission.

  The Company provides subsidy to employees in respect of transportaon, lunch, housing, and healthcare and are expensed during the year.

  Incenve schemes designed to meet the circumstances of each individual are implemented wherever appropriate and some of these schemes include bonus, promoons and wage review.

• c) Training

  The Company aaches great importance to training and all categories of staff aend courses or seminars as considered necessary by the Company's management. This was extended to member of the statutory audit commiee during the year under review.

FIDSON HEALTHCARE PLC

Lagos, Nigeria

Annual report and financial statements For the year ended 31 December 2024

Report of the Directors (cont'd)

• 17.0 PROPERTY, PLANT AND EQUIPMENT

  Informaon relang to changes in property, plant and equipment is disclosed in Note 15 to the financial statements.

• 18.0 AUDIT COMMITTEE

  Pursuant to Secon 404 of the Companies and Allied Maers Act, 2020, the Company has in place an Audit Commiee comprising of Directors and shareholders, namely:

  Chief Mahew Akinlade, FCA	Chairman
  Alhaji Abdulkabir B. Sarumi,	Shareholders' representave
  Mr. Solomon S. Akinsanya	Shareholders' representave
  Mrs. Olufunmilola O. Ayebae	Directors' representave
  Mr. Emmanuel E. Imoagene	Directors' representave

  The funcons of the Audit Commiee are laid down in Secon 404(7) of the Companies and Allied Maers Act, 2020.

• 19.0 AUDITORS

  Messrs Deloie and Touche (Chartered Accountants) have indicated their willingness to connue in office in accordance with secon 401 (2) of the Companies and Allied Maers Act, 2020 Nigeria. A resoluon will be proposed at the 26th Annual General Meeng (AGM) for the authority to fix their remuneraon by the directors.

BY ORDER OF THE BOARD

_________________________________

J. ABAYOMI ADEBANJO, FCIS COMPANY SECRETARY FRC/2013/PRO/ICSAN/002/00000002161

27 ______ March 2025

FIDSON HEALTHCARE PLC

Lagos, Nigeria

Annual report and financial statements For the year ended 31 December 2024

Corporate Governance Report

Fidson remains relentless in its pursuit of excellence and during the year under review, several steps were taken to ensure its connued growth in all aspects of its operaons and performance indicators. Stakeholders' engagement and intensified corporate social responsibility were appropriately focused to further ensure an amicable relaonship with the larger society. The company kept reviewing its internal policies to align properly with the dynamic business and regulatory environment.

We connued to ensure full disclosures in line with Principle 28 of the Nigerian Code of Corporate Governance and the provisions of the Lisng Rules, parcularly Rule 17.5 and other rules of the exchange bordering on transparency and effecve communicaon with stakeholders and the invesng public.

We retained our strategic governance pillars, namely:

People: Our stakeholders are at the centre of our Corporate Governance pracces. Concerns of our stakeholders whether directly or indirectly impacng our operaons are constantly considered and promptly aended to. In this area of our operaons are robust Corporate Social Responsibility policies, remuneraon and movaon schemes that are second to none in the industry, as well as concern for our numerous customers and end-users of our brands. We realize that our shareholders are important, and all efforts were made throughout the year to reach out to them in a bid to ensure an amicable shareholder-management relaonship. Aside from the statutory register of members, we created a directory of notable members for engagement and operaonal reporng whenever the need arises.

Prices: Our pricing policies are geared towards opmizing our resources for connued growth and development without exploing the market. We have connued to consider the general inflaonary trend and affordability to the common man before arriving at our prices.

Planet: Because we value life, our operaons are conducted in a way that minimizes negave externalies. At the heart of this is our robust policy on Health, Safety, and Environment (HSE). We conducted regular HSE training throughout the year in addion to appoinng Safety Officers in each of our locaons and the Head Office. Obsolete equipment is disposed of in order to allow for recycling. Expired drugs are also destroyed under the supervision of regulators and each me this is done a Cerficate of Destrucon is received from the relevant Government Agency. We have imbibed best pracces and ethical standards in all our dealings.

Probity: We reviewed our governance principles to recognize 'probity' as one of the essenals of good governance. All officers, including directors, are requested to give an honest account of all company's resources in their custody as and when due.

In addion to the above, we have strengthened our risk management team and the general pracce of risk awareness and control consciousness company-wide.

OUR CORPORATE GOVERNANCE PLATFORM

Our corporate governance strategy and iniaves are geared towards complying with the Nigerian Code of Corporate Governance 2018 and maintaining an amicable relaonship with the various stakeholders on which our connued existence relies. Our second approach to Corporate Governance is to use the doctrines of good governance to engender the sustainability of our business.

We have connued to subject our operaons to periodic examinaons and audits by independent auditors which include current Good Manufacturing Pracce (GMP) and the Naonal Agency for Food and Drugs Administraon and Control (NAFDAC). Each audit/examinaon report is made the subject for consideraon by a commiee headed by an execuve director for proper review and implementaon.

Overseen by the Board of Directors, Corporate Governance pracces are constantly under review in line with the dynamics of the business environment. The Corporate Governance policies adopted by the Board of Directors are designed to ensure that the company's business is conducted in a fair, honest and transparent manner that conforms to high ethical standards.

FIDSON HEALTHCARE PLC

Lagos, Nigeria

Annual report and financial statements For the year ended 31 December 2024

Corporate Governance Report (cont'd)

OUR CORPORATE GOVERNANCE PLATFORM (cont'd)

The day-to-day affairs of the company are run by the Execuve Management with regular meengs to brainstorm on the company's operaons.

The framework for our corporate governance is hinged on:

- - - - - - - - -

The Nigerian Code of Corporate Governance 2018

Various Standards Operaons Procedure (SOP) and the Internaonal Standard Organisaon's compliance requirements. Provisions of the Companies and Allied Maers Act, 2020.

Financial Reporng Council (Amendment) Act, 2023.

IFRS Accounng Standards as issued by the Internaonal Accounng Standards Board The lisng rules of the Nigerian Exchange Limited (NGX).

Rules of the Securies and Exchange Commission (SEC). Good Manufacturing Pracces.

Internaonal best pracces.

BOARD COMMITTEES

Board commiees during the year under review were constuted as follows:

The Company Secretary acts as Secretary to all Board commiees.