Quarter 5 - financial statement for 2024

Corporate information 1

Results at a glance 2

Report of the Directors 3

Statement of Directors' responsibility 8

Certificate of No Misstatements and Adequate Internal Control System 9

Statement of Management Discussion and Analysis 10

Certification pursuant to section 60 11

Report of the Audit Committee 12

Certification of Internal Control over Financial Reporting 13

Management Assessment on Internal Control over Financial Reporting 14

Independent Auditors' Limited Assurance Report on Internal control over Financial Reporting 15

Independent Auditors' report 18

Statement of Financial Position 23

Statement of Comprehensive Income 24

Statement of Changes in Equity 25

Statement of Cash Flows 26

Notes to the Financial Statements 27

Other national disclosure

Statement of Value Added 51

Five-year financial summary 52

Directors: High Chief (Sir) Simeon Olusola Oguntimehin, OON - (Chairman)

Pastor Akin Laoye- Managing Director

Otunba' Wale Jubril Nathaniel Durant Jr. Titilayo Ayoka Aderonmu

Tel. 234-7035051231

E-mail: alphagenasec@bakertillynigeria.com

Tel. 234-1-7409651

Website: https://www.ftncocoa.com.ng E-mail: info@ftncocoa.com.ngg

Tel. 234-2-7404744

Kresta Laurel Complex (4th Floor), 376, Ikorodu Road, Maryland, Lagos. Tel. 234-9031613983

E-mail: btnlag@bakertillynigeria.comm

213, Herbert Macaulay Street, Yaba, Lagos.

Tel.: 234-1-8920491, 234-1-8920492

E-mail: info@meristemregistrars.com

United Bank for Africa Plc

1. The Directors hereby submit their report and the financial statements of the Company for the year ended 31 December, 2024.

2. Review of Operating Performance N'000

   Loss before taxation (10,620,022)

   Current taxation (58,421)

   Deferred taxation 1,148,353

   Loss after taxation (9,530,090)

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3. Legal Form

   FTN Cocoa Processors Plc started as Fantastic Abiola Nigeria Limited, a private Company Limited by shares which was incorporated on 26 August, 1991. The name Fantastic Abiola Nigeria Limited was changed to Fantastic Traders Nigeria Limited on 26 August, 1998 and further changed to FTN Cocoa Processors Limited on 3 December, 2007. The status of the Company was changed to a public Company and renamed FTN Cocoa Processors Plc on 29 February, 2009 and the shares of the Company were listed on the Nigerian Stock Exchange on 24 July, 2009.

4. Principal Activities

   The principal activities of the Company are the processing of cocoa beans and palm kernel into cocoa cake, liquor, butter, powder, palm kernel oil and palm kernel cake. cocoa cake, liquor and butter are exported while cocoa powder, palm kernel oil and palm kernel cakes are marketed locally to manufacturing companies.

5. Review of Operational Performance

   The Company sustained a loss after tax of N9.530 billion compared with a loss after tax of N10.650 billion in the preceding year. The Company sustained a loss as a result of translation of foreign currencies to naira.

6. Directors

The names of the Directors of the Company are as stated on page 1 of these Reports and financial statements.

7 Directors' Interests

1. The interest of the Directors in the issued share capital of the Company are as follows: -

   Shareholdings as at

   	31/12/2024	31/12/2023
   High Chief (Sir) S. O. Oguntimehin, OON	100,000	100,000
   Pastor Akin Laoye	165,200,000	165,250,000
   Otunba' Wale Jubril - Direct	200,000	200,000
   - Indirect	9,000,000	9,000,000
   Nathaniel Durant Jr	349,182,953	349,182,953
   	=========	=========

2. None of the Directors has notified the Company for the purpose of Section 277 of the Companies and Allied Matters Act No 3 of 2020 to the effect that he had interest in any contract with which the Company was involved during the year under review.

1. Substantial Interest in Shares

   According to the Register of Members, the following persons held more than 5% of the issued share capital of the Company on 31 December, 2024:

   Shareholders	Number of shares	Percentage
   Estate of Late Mr. A. A. Aderonmu	520,490,000	13.34
   OH Origins Global Commodities. Inc	1,700,000,000	43.59
   Nathaniel Durant Jr	349,182,953	8.95

2. Directors' Responsibility

   In accordance with the provisions of Sections 374 and 377 of the Companies and Allied Matters Act 2020, the Directors of the Company are responsible for the preparation of financial statements which give a true and fair view of the state of affairs of the Company at the end of each financial year, and of the profit or loss for that year, and comply with the provisions of the Companies and Allied Matters Act 2020. In doing so, they ensure that: -

   • Proper accounting records are maintained;

   • Applicable accounting standards are followed;

   • Suitable accounting policies are adopted and consistently applied;

   • The going concern basis is used, unless it is inappropriate to presume that the Company will continue in business; and

   • Adequate internal control procedures are instituted which, as far as is reasonably possible, safeguard the assets and prevent and detect fraud and other irregularities.

3. Analysis of shareholding as at 31 December, 2024

   Range		No. of Holders	Holders %	Holders Comm	Units	Unit %	Units Comm.
   1	- 1,000	668	10.65	628	374,011	0.02	374,011
   1,001	- 10,000	2,206	35.18	2,874	11,786,108	0.54	12,160,119
   10,001	- 50,000	1,692	26.99	4,566	42,794,954	1.95	54,955,073
   50,001	- 100,000	520	8.29	5,086	42,169,545	1.92	97,124,618
   100,001	- 500,000	820	13.72	5,946	178,594,397	8.12	275,719,015
   500,001	- 1,000,000	148	2.36	6,094	110,108,234	5.00	385,827,249
   1,000,001	- 10,000,000	155	2.47	6,249	395,960,956	18.00	781,788,205
   10,000,001	- Above	21	0.33	6,270	1,418,211,795	64,46	3,900,000,000
   		6,230	100.00		3,900,000,000	100.00
   		=====	=====		==========	=====

4. Property, Plant and Equipment

   Movements in property, plant and equipment during the year are shown in Note 5 to the financial statements on page 35. In the opinion of the Directors, the market value of the company's property, plant and equipment is not lower than the value shown in the financial statements.

5. Dividend

   The Directors do not recommend the payment of any dividend in view of the loss sustained.

6. Personnel

   1. Employment of Disabled Persons:

      The Company does not discriminate in considering applications for employment including those from disabled persons. All employees are given equal opportunities to develop their knowledge and skills within the organization. As at 31 December, 2024 there were, however, there is one disabled person in the company's employment.

   2. Employee's Involvement and Training:

      The Company is committed to keeping employees fully informed as far as possible regarding its performance and progress and seeking their views wherever practicable on matters which particularly affect them as employees. The Company provides a range of training from time to time with potential broadening opportunities for employees' career development within the organization.

   3. Staff Welfare and Safety at Work:

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

7. Donations

   There were no donations during the year in review.

8. Compliance with the Code of Corporate Governance

   The Directors confirm that the affairs of the Company are managed in accordance with the provisions of the code of corporate governance in Nigeria with regards to matters stated concerning the Board of Directors, the Shareholders and the Audit Committee.

   Board of Directors Meeting

   Board meetings are scheduled well in advance. Also, the agenda of Board meetings and reports on full business review, full report from the various Board Committees and reports from the Audit Committee are circularized to all Directors.

   The Board met during the year under review:

   Names Number of Meetings held meetings attended

   High Chief (Sir) Simeon Olusola Oguntimehin, OON	2	2
   Pastor Akin Laoye	2	2
   Otunba 'Wale Jubril	2	2
   Nathaniel Durant Jr	2	2
   Titilayo Ayoka Aderonmu	2	2

9. Audit Committee

   In accordance with Section 404(6) of the Companies and Allied Matters Act 2020, the Audit Committee members of the Company elected at the last Annual General Meeting are as follows:

   Emmanuel Oladosu Chinwendu Achara Otunba 'Wale Jubril Nathaniel Durant Jr

   The functions of the audit committee are as stated in Section 404(7) of the Companies and Allied Matters Act 2020.

   Committee Meetings
   1. Audit Committee Meetings

      The audit committee met twice during the year under review. Membership and attendance at meetings during the year were as follows: -

      Names Designation Number of Number of Meetings held Meetings Attended

      Emmanuel Oladosu Chairman 2 2

      Chinwendu Achara Member 2 2

      Otunba 'Wale Jubril Member 2 2

      Nathaniel Durant Jr Member 2 2

   2. Finance and Control Committee Names Designation Number of Number of meetings held meetings attended

      Pastor Akin Laoye Chairman 2 2

      Otunba 'Wale Jubril Member 2 2

   3. Corporate Governance
   Names Designation Number of Number of meetings held meetings attended

   Otunba 'Wale Jubril Chairman 2 2

   Pastor Akin Laoye Member 2 2

   Management Team

   The day-to-day management of the business is the responsibility of the Managing Director and the Executive Director who are assisted by a management team made up of heads of all the departments in the Company. The management team holds scheduled meetings weekly to deliberate on critical issues affecting the day to day running of the Company.

10. Risk Management Policy

FTN Cocoa Processors Plc recognizes the need for fast and efficient service delivery. At the same time, necessary attention is given to risk management. The Company's approach is to minimize risk complexity whilst improving efficiency in the workplace.

FTN Cocoa Processors Plc is an active player in the economy. In the course of its operations, the Company uses various financial instruments including cash and its equivalents, bonds, equities and trade debtors. FTN Cocoa Processors Plc is exposed to likely losses arising from market risk. Such risks comprise fluctuations in interest rates, equity prices and rate of exchange of foreign currencies and default in collection of receivables.

FTN Cocoa Processors Plc has developed a comprehensive financial management policy taking into account the relevant regulatory investment guidelines. Appropriate manuals are provided detailing administrative and accounting procedures. These manuals set out the framework for the investing function and specify the conditions and benchmarks for the acceptable levels of exposure to credit, currency and interest rate risks, etc.

Liquidity or cash flow risk relate to the possibility that the Company may encounter some difficulty to mobilize funds to discharge its obligation to clients as and when the need arises.

FTN Cocoa Processors Plc's investment guidelines are formulated such that minimum levels of financial assets are held in cash and cash equivalents with short maturity periods and easily convertible to cash at short notice.

Credit risk refers to the likelihood that one party to a financial transaction may fail to fulfill its obligation as and when due thereby causing the other party to a transaction to suffer financial loss. Our Company is exposed to credit risks through its investment in financial assets such as short-term deposits, fixed interest securities and receivables.

FTN Cocoa Processors Plc's approach is to ensure that short-term deposits are placed with financial institutions with high credit rating. Moreover, deposits are spread amongst high quality institutions to avoid undue concentration on any one organization.

Credit risks associated with receivables are managed through a deliberate assessment of present and potential customers to ensure their ratings meet with our set criteria for granting credit and making necessary provision for doubtful and irrecoverable debts.

18. Independent Auditors

Messrs. Baker Tilly Nigeria, (Chartered Accountants), have indicated their willingness to continue as auditors in accordance with Section 401(2) of the Companies and Allied Matters Act 2020. A resolution will be proposed to authorize the Directors to fix their remuneration.

The Directors accept responsibility for the preparation of the annual financial statements that give a true and fair view of the statement of financial position of the Company at the end of the year and of its comprehensive income in the manner required by the Companies and Allied Matters Act of Nigeria. The responsibilities include ensuring that the Company:

1. Keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Company to comply with the requirements of the Companies and Allied Matters Act 2020.

2. Establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other irregularities; and

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

   The Directors accept responsibility for the financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgements and estimates, in compliance with:

   International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB)

   The Directors are of the opinion that the financial statements give a true and fair view of the financial position of the Company and of the loss for the year. 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 control.

   The Directors have made assessment of the Company's ability to continue as a going concern and have no reason to believe that the Company will not remain a going concern in the year ahead.

   ……………………………

   Otunba Wale Jubril
   
   
   
   
   
   

   Signed on behalf of the Board of Directors by:

   ………………….……..…

   Pastor Akin Laoye

   FRC/2021/003/00000023888 FRC/2014/CISN/00000006703

   27 March, 2025 27 March, 2025 FTN COCOA PROCESSORS PLC Certification of 'No Misstatements and Adequate Internal Control System'

   The Managing Director and the Chief Financial Officer accept the responsibilities for the preparation of these financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgement and estimates, in compliance with International Financial Reporting Standards, and with the requirements of the Companies and Allied Matters Act 2020. These responsibilities include designing, implementing and maintaining adequate internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; and preparing its financial statements using suitable accounting policies supported by reasonable and prudent judgements and estimates which are consistently applied.

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   The Managing Director and the Chief Financial Officer further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate internal control system.

   ………………….……….

   Pastor Akin Laoye Mr. Mayowa Jimoh

   FRC/2021/003/00000023888 FRC/2022/PRO/ICAN/001/00000024076

   27 March, 2025 27 March, 2025 FTN COCOA PROCESSORS PLC STATEMENT OF MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED 31 DECEMBER, 2024 Forward-Looking Statements

   This Management's Discussion and Analysis may contain statements relating to strategies used by FTN Cocoa Processors Plc or statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "may," "could," "should," "would," "suspect," "expect," "anticipate," "intend," "plan," "believe," "estimate," and "continue" (or the negative thereof), as well as words such as "objective" or "goal" or other similar words or expressions. Such statements constitute forward-looking statements within the meaning of Securities laws. Forward-looking statements include, but are not limited to, information concerning the Company's possible or assumed future operating results. These statements are not historical facts; they represent only the Company's expectations, estimates and projections regarding future events.

   Documents Related to the Financial Results

   All documents related to the financial results of FTN Cocoa Processors Plc are available in the Company's website at https://www.ftncocoa.com.ng, in the section under Financial Reports.

   Description of FTN Cocoa Processors Plc

   FTN Cocoa Processors Plc is an agro-allied Company. The principal activities of the Company are the processing of Cocoa Beans and Palm Kernel into Cocoa Cake, Liquor, Butter, Powder, Palm Kernel Oil and Palm Kernel Cake. Cocoa Cake, Liquor and butter are exported while Cocoa powder, Palm Kernel Oil and Palm Kernel Cakes are marketed locally to manufacturing companies.

   Legal Constitution

   FTN Cocoa Processors Plc started as Fantastic Abiola Nigeria Limited, a Private Company Limited by shares which was incorporated on 26 August, 1991. The name Fantastic Abiola Nigeria Limited was changed to Fantastic Traders Nigeria Limited on 26 August, 1998 and further changed to FTN Cocoa Processors Limited on 3 December, 2007. The status of the Company was changed to FTN Cocoa Processors Plc on 29 February, 2009 and the shares of the Company were listed on the Nigerian Stock Exchange on 24 July, 2009.

   Business Strategy of the Company and Overall Performance

   The Company is registered and incorporated in Nigeria and is primarily engaged in the processing of Cocoa Beans and Palm Kernel into Cocoa Cake, Liquor, Butter, Powder, Palm Kernel Oil and Palm Kernel Cake.

   Over the years, various strategies have been put in place to achieve the objectives such as networking by expanding its distribution channels, products offering reappraisal, refocusing and managing the existing talents to create value.

   Operating Result, Cash Flow and Financial Condition

   The entity's critical performance measurement and indicators to evaluate the entity's performance against stated objectives includes budgeting, ratio analysis and bench marking with industry average.

   FTN COCOA PROCESSORS PLC CERTIFICATION PURSUANT TO SECTION 60(2) OF INVESTMENT AND SECURITIES ACT NO.29 OF 2007

   We the undersigned hereby certify the following with regards to our audited reports and financial statements for the year ended 31 December, 2024 that:

   1. We have reviewed the report;

   2. To the best of our knowledge, the report does not contain:

      1. Any untrue statement of a material fact, or

      2. Omit to state a material fact, which would make the statements, misleading in the light of circumstances under which such statements were made;

   3. To the best of our knowledge, the financial statements and other financial information included in the report fairly present in all material respects the financial condition and results of operation of the Company as of, and for the periods presented in the report;

   4. We:

      1. Are responsible for establishing and maintaining internal controls;

      2. Have designed such internal controls to ensure that material information relating to the Company and its consolidated subsidiaries is made known to such officers by others within those entities particularly during the period in which the periodic reports are being prepared;

      3. Have evaluated the effectiveness of the Company's internal controls as of date within 90 days prior to the report;

      4. Have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation as of that date;

   5. We have disclosed to the auditors of the Company and Audit Committee:

      1. All significant deficiency in the design or operation of internal controls which would adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weakness in internal controls; and

      2. Any fraud, whether or not material, that involves management or other employees who have significant role in the Company's internal controls;

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

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FRC/2022/PRO/ICAN/001/00000024076 FRC/2021/003/00000023888

We, the Audit Committee members of FTN Cocoa Processors Plc, in compliance with the provision of Section 404(6) of the Companies and Allied Matters Act have carried out the following functions:-

1. Confirmed that the accounting and reporting policies of the Company are in accordance with legal requirements and agreed ethical practices.

2. Reviewed the scope and plan for the audit for the year ended 31 December, 2024; and

3. Reviewed the external and internal auditors' recommendations on accounting procedures and internal controls and management's responses to the Auditors' findings were satisfactory.

   
   
   

   In our opinion, the scope and planning of the audit for the year ended 31 December, 2024 were adequate and management's responses to the auditors' findings were satisfactory.

   Chinwendu Achara Member, Audit Committee FRC/2013/IODN/00000002851 Dated this 26 March, 2025 Members of the committee:

   Emmanuel Oladosu Shareholders' representative

   Chinwendu Achara Shareholders' representative

   Otunba 'Wale Jubril Non-executive Directors' representative

   Nathaniel Durant Jr. Executive Director Representative

   CERTIFICATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING FINANCIAL REPORTING

   FOR THE YEAR ENDED 31 DECEMBER 2024

   Management of FTN Cocoa Processors Plc ("the Company") is responsible for establishing and maintaining an adequate system of internal control over financial reporting, including safeguarding of assets against unauthorized acquisition, use or disposition. This system is designed to provide reasonable assurance to Management and the board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

   The Company's internal control system is supported by written policies and procedures, incorporates self-monitoring mechanisms, and is subject to internal audit reviews. When deficiencies are identified, Management takes appropriate corrective actions. However, like all internal control systems, inherent limitations exist, including the potential for circumvention or overriding of controls.

   As of 31 December 2024, Management conducted an assessment of the effectiveness of internal control over financial reporting using the COSO 2013 Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

   Based on this assessment, Management ascertain that, as of 31 December 2024, the Company's internal control over financial reporting was properly designed and effectively operating. Furthermore, no material weaknesses were identified in the Company's internal control over financial reporting.

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   The effectiveness of the Company's internal control over financial reporting as of 31 December 2024, has been audited by an independent registered accounting firm.

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   Mr. Mayowa Jimoh Pastor Akin Laoye

   FRC/2022/PRO/ICAN/001/00000024076 FRC/2021/003/00000023888

   Chief Finance Officer Chief Executive Officer 27 March, 2025 27 March, 2025 MANAGEMENT ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

   FOR THE YEAR ENDED 31 DECEMBER 2024

   We, Akin Laoye (Chief Executive Officer) and Mayowa Jimoh (Chief Financial Officer) of FTN Cocoa Processors Plc, certify that:

   We have reviewed the Management Report on the Assessment of Internal Control Over Financial Reporting of FTN Cocoa Processors Plc;

   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 ensure that 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.

   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;

   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 this 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.

Based on our most recent evaluation of internal control system, we have disclosed to the Company's auditor and the audit committee of the board of directors (or persons performing the equivalent functions):

1. that there are no significant deficiencies or material weaknesses in the design or operation of the internal control system that could reasonably likely to adversely affect the Company's ability to record, process, summarize, and report financial information.

2. that no fraud, whether material or not, involving management or employees with a significant role in the internal control system has been identified.

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We have also disclosed in this report whether there have been any significant changes in internal controls or other factors 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.

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FRC/2022/PRO/ICAN/001/00000024076 FRC/2021/003/00000023888

BAKER TILLY NIGERIA

4thFloor- Kresta Laurel Complex, 376, Ikorodu Road, Maryland,Lagos.

Tel: +234 (0)903-161-3983 and 08023378194

E-mail: btnlag@bakertillynigeria.com Website: https://www.bakertilly.ng

Independent Auditor's Limited Assurance Report To: The Management of FTN Cocoa Processors Plc

We have performed a limited assurance engagement on whether internal control over financial reporting of FTN Cocoa Processors Plc ("the Company") as of 31 December, 2024 is effective in accordance with the provisions of Section1.3 of Securities and Exchange Commission Guidance on Implementation of Sections 60 - 63 of Investments and Securities Act 2007, we hereby make the following statements regarding the Internal controls of FTN Cocoa Processors Plc for the year ended 31 December, 2024.

Based on the procedures performed and evidence obtained, nothing has come to our attention to cause us to believe that the Company's internal control over financial reporting as of 31 December 2024 is not effective, in all material respects, in accordance with the COSO Framework and the Securities and Exchange Commission Guidance on Implementation of Sections 60 - 63 of Investments and Securities Act 2007.

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE)3000 (Revised), Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the International Auditing and Assurance Standards Board (IAASB) and the Financial Reporting Council of Nigeria Guidance on Assurance Engagement Report on Internal Control over Financial Reporting. Our responsibilities are further described in the "Our responsibilities" section of our report.

We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA).

ADVISORY  ASSURANCE  TAX

Baker Tilly Nigeria trading as Bakertilly is a member of the global network of Baker Tilly International Ltd; the members of which are separate and independent legal entities

Our firm applies International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, issued by the IAASB. This standard requires the firm to design, implement and operate a system of quality management, including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

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

We have audited the financial statements of FTN Cocoa Processors Plc in accordance with the International Standards on Auditing, and our report dated March 27, 2024 expressed an unmodified opinion of those financial statements. Our conclusion is not modified in respect of this matter.

The Board of Directors of FTN Cocoa Processors Plc 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. Our responsibility is to express a conclusion on the Company's internal control over financial reporting based on our assurance engagement.

The Financial Reporting Council of Nigeria Guidance on Assurance Engagement Report on Internal Control over Financial Reporting ("the Guidance") requires that we plan and perform the assurance engagement and provide a limited assurance report on the Company'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.

The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.

A company'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 company'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 assets of the company;

2. 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 company are being made only in accordance with authorizations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Furthermore, 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.

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Oluwole O. Ogundeji FRC/2017/PRO/ICAN/004/00000002825

for: Baker Tilly Nigeria

(Chartered Accountants) FRC/2024/COY/096262

BAKER TILLY NIGERIA

4thFloor- Kresta Laurel Complex, 376, Ikorodu Road,

Maryland,

Lagos.

Tel: +234 (0)903-161-3983 and 08023378194

E-mail: btnlag@bakertillynigeria.com Website: https://www.bakertilly.ng

We have audited the accompanying financial statements of FTN Cocoa Processors PLC ("the Company") which comprise the statement of financial position as at 31 December 2024, and the statement of profit or loss and other comprehensive income, the statement of changes in equity, and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory notes.

In our opinion, the Company has kept proper accounting records and the financial statements are in agreement with the records in all material respects and give in the prescribed manner, information required by the Companies and Allied Matters Act 2020. The financial statements give a true and fair view of the financial position of FTN Cocoa Processors PLC as at 31 December 2024 and of its financial performance and its Cash flows for the year then ended in accordance with the International Financial Reporting Standard (IFRS) as adopted by the Financial Reporting Council of Nigeria (FRC).

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 Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants (IESBA), the provisions of the Companies and Allied Matters Act 2020, and other independence requirements applicable to performing audits of financial statements of FTN Cocoa Processors PLC. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code and CAMA applicable to performing the audits of FTN Cocoa Processors PLC. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

ADVISORY  ASSURANCE  TAX

Baker Tilly Nigeria trading as Bakertilly is a member of the global network of Baker Tilly International Ltd; the members of which are separate and independent legal entities