Mill plc- quarter 5 - financial statement for 2025

Corporate Information 1

Financial Highlights 2

Statement of Directors' Responsibilities in relation to the preparation of

the Financial Statements. 3

Statement of Corporate Responsibility for the Financial Statements 4

Corporate Governance Report 5

Report of the Directors 13

Audit Committee Report 17

Certification Of Management's Assessment On Internal Control Over

Financial Reporting 18

Management Annual Assessment Of, And Report On, The Entity's

Internal Control Over Financial Reporting 20

Mr. Boye Olusanya - Chairman

Mr. Nassib Raffoul - Managing Director

Mr. Anders Kristiansson - Non -Executive Director

Mr. Joseph Umolu - Non -Executive Director

Mr. Sadiq Usman - Non Executive Director

Mr. Olanrewaju Jaiyeola - Non Executive Director

Mrs. Kate Osamede Iketubosin - Independent Non Executive Director

Mrs. Uchenna Ajo - Non Executive Director (Appointed on 29 May 2024)

Mrs. Chinonye Nzewi - Non Executive Director (Appointed on 29 October 2024)

2nd Gate By-passTin Can island Port, Apapa Lagos.

Tel:+234 9088328458

34, Eric Moore Road , Iganmu , Lagos (Bagco - Building), PO Box 3554,Surulere, Lagos

Tel: 2348175425054 +2348108724445

Email : registrars@atlasregistrars.com

10th Floor, UBA House 57, Marina

Lagos, Nigeria

Ecobank Nigeria Limited Fidelity Bank Plc

First Bank of Nigeria Limited Guaranty Trust Bank Limited Keystone Bank Limited Polaris Bank Limited

Standard Chartered Bank Nigeria Limited Union Bank of Nigeria Plc

United Bank for Africa Plc Zenith Bank Plc

Tax Identification Number: 01358728-0001

FRC Number: FRC/2013/00000001629

Annual report and consolidated and separate financial statements for the year ended 31 March 2025

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 its profit or loss. The responsibilities include ensuring that the Group and Company:

1. keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Group aand Company and comply with the requirements of the Companies and Allied Matters Act, 2020, and the Financial Reporting Council of Nigeria (Amended) Act, 2023.

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 judgments 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 judgments and estimates, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board and in the manner required by Companies and Allied Matters Act, 2020 and the Financial Reporting Council of Nigeria (Amended) Act, 2023.

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 its financial performance for the year ended 31 March 2025.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.

Nothing has come to the attention of the Directors to indicate that the Group and Company will not remain a going concern for at least twelve months from the date of this statement.

Certification Pursuant to Section 405(1) of the Companies and Allied Matters Act, 2020.

We the undersigned hereby certify the following with regards to our Audited Financial Statements for the year ended 31 March 2025 that:

1. We have reviewed the report;

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

   • Any untrue statement of a material fact, or◻

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

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

3. We:

   • are responsible for establishing and maintaining internal controls.◻

   • have designed such internal controls to ensure that material information relating to the Group and Company and is made known to such officers by others within those entities particularly during the period in which the periodic reports are being prepared;

   • have evaluated the effectiveness of the Group and Company's internal controls as of date within 90 days prior to the report;

   • have presented in the report our conclusions about the effectiveness of our internal controls based on our evaluation as of that date;

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

   • All significant deficiencies in the design or operation of internal controls which would adversely affect the Group and 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

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

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.

Omoboyede Oyebolanle Olusanya Mathew Chadzimura

Chairman Finance Director

FRC/2017/IODN/00000017634 FRC/2017/ICAN/00000017014

29 May, 2025 29 May, 2025

Honeywell Flour Mills Plc (HFMP) is committed to the best practices and principles of Corporate Governance. The Company is a member of the Society for Corporate Governance of Nigeria, and has successfully completed the Corporate Governance Rating System assessment - a joint initiative of the Nigerian Stock Exchange and the Convention on Business Integrity. Its business is conducted in a fair, honest and transparent manner which conforms to the Code of Corporate Governance issued by Securities and Exchange Commission and the Financial Reporting Council of Nigeria.

1. Board Composition

   The Board consists of a Non -Executive chairman, six (6) Non -Executive Directors , one (1)independent Non -Executive Directors and one (1) Executive Directors as at 31 March 2025, all bringing high level of competence and expertise. They are seasoned professionals and entrepreneurs with vast business management experience and credible track records . The Non-Executive Directors are indepensent of the management and are free from the contraints which may materially affect the judgement as Directors of the company,

2. Diversity on the Board

   HFMP acknowledges the importance of diversity on its Board of Directors and seek to maintain a Board which comprises a diverse mix of skills, race, gender, culture, age, experience and knowledge to serve the strategic needs of the business. HFMP also acknowledges the fact that appropriate diversity on its Board will substantially improve group decision making and consequently, improve performance. To this end, the Board has in the year under review, appointed two (2) additional female Directors. The Board now has three (3) female Directors and a female Company Secretary.

3. Role of the Board

   The Board has the responsibility of ensuring that the Group and Company is properly managed and achieves its strategic objectives with the aim of creating sustainable long term value to the Stakeholders

4. Records of Directors Attendance at Meetings

   Members of the Board of Directors hold periodic meetings to decide policy matters with the aim of directing the affairs of the Company, review its operations, finances and formulate growth strategy. Board agenda and reports are provided ahead of meetings.

   Further to the provisions of Section 284(2) of the Companies and Allied Matters Act 2020(CAMA), the records of the Directors' attendance at Board meetings during the year under review is available at the Group and Company's Corporate Head office for inspection. In accordance with Corporate Governance principles, details of attendance at Board meetings during the year are as follows:

   CORPORATE GOVERNANCE REPORT

   Names of members	29-05-24	29-07-24	29-10-24	29-01-25
   Mr. Boye Olusanya	Yes	Yes	Yes	No
   Mr. Nassib Raffoul	Yes	Yes	Yes	Yes
   Mr. Anders Kristiansson	Yes	Yes	Yes	Yes
   Mr-Joseph Umolu	Yes	Yes	Yes	Yes
   Mr. Sadiq Usman	Yes	Yes	No	No
   Mr. Olanrewaju Jaiyeola	Yes	Yes	Yes	Yes
   Mrs. Kate Osamede Iketubosin	Yes	Yes	Yes	Yes
   Mrs. Uchenna Ajo	*N/A	Yes	Yes	Yes
   Mrs. Chinonye Nzewi	*N/A	*N/A	*N/A	Yes

5. Board Changes

   Two Directors were appointed to the Board in the year under review (2024: Nil) and their appointments were further ratified at the Annual General Meeting that held on 19th February 2025. The details of the directors that held office during the year are as stated above.

   Name	Date of Appointment
   Mrs. Uchenna Ajo Mrs. Chinonye Nzewi	29th May 2024 29th October 2024

6. Committees a) Statutory Audit Committee

   In compliance with section 404(3) of the Companies and Allied Matters Act (CAMA) 2020, shareholders representatives to the Audit Committee were elected at the Annual General Meeting that held on 11th December 2023 while Board representatives were appointed accordingly. Members that served on the Committee during the year comprise:

   Mr. Adebayo Adeleke Shareholder

   Mr. Afolabi J. Ogundipe Shareholder

   Mr. Ajani Musa Shareholder

   Mrs. Kate Osamede Director

   Mr. Anders Kristiansson Director

   The committee, in the conduct of its affairs, reviews the company's overall risk managemwent and control systems, financial reporting arrangements and standards of business conduct. Members of the Audit Committee have direct access to the Internal Audit Department and Independent Auditors . The statutory functions of the committee are provided for in section 404(7) of the Companies and Allied Matters Act,2020.The details of the attendance at meetings of the Committee during the year are as follows:

   CORPORATE GOVERNANCE REPORT
   	27-05-24	25-07-24	24-10-24	24-01-25
   Mr Adebayo Adeleke (Chairman)	Yes	Yes	Yes	Yes
   Mr. Afolabi J. Ogundipe	Yes	Yes	Yes	Yes
   Mr. Ajani Musa	Yes	Yes	Yes	Yes
   Mrs. Kate Osamede Iketubosin	Yes	Yes	Yes	Yes
   Mr. Anders Kristiansson	Yes	Yes	Yes	Yes
   b) Audit and Risk Management Committee The purpose of the Audit and Risk Management	Committee	is to assist	the Board	in fulfilling its

   responsibilities with regards to monitoring the overall risk management framework and compliance process of the company. Details of members of the committee during the year are as follows:

   Mr. Anders Kristiansson (Chairman ) Mr. Olanrewaju Bamidele Jaiyeola Mr. Joseph Umolu Mr. Sadiq Usman
   Attendance of meetings	17-05-24	24-07-24	15-10-24	14-01-25
   Mr. Anders Kristiansson	Yes	Yes	Yes	Yes
   Mr. Olanrewaju Jaiyeola	Yes	Yes	Yes	Yes
   Mr. Joseph Umolu	Yes	Yes	Yes	Yes
   Mr. Sadiq Usman	Yes	Yes	Yes	Yes
   c) Remuneration & Governance Committee

   The Nominations Committee is empowered to bring to the board recommendations regarding the appointment of any Executive or Non-Executive Director.The Committee ensures that a review of Board candidates is undertaken in a disciplined and objective manner.

   The members of the Remuneration and Governace Mrs Kate Iketubosin	Committee are:
   Mr. Josep Umolu
   Mr. Sadiq Usman
   Mrs Uchenna Ajo
   Attendance of meetings		18-04-24	17-10-24	16-01-25
   Mr. Kate Iketubosin Mr. Joseph Umolu Mr. Sadiq Usman Mrs Uchenna Ajo		Yes Yes Yes N/A	Yes No Yes Yes	Yes Yes Yes Yes

   CORPORATE GOVERNANCE REPORT d) Executive Management Committee

   The Executive Management comprises the Executive Directors and Heads of Departments of the Core Business Units of the Company. It meets once a week and is responsible for setting overall Corporate targets, reviewing the Group and Company's performance and operational issues and overseeing the affairs of the Group and Company on a day-to-day basis. As at 31 March, 2025, the Executive Management comprised the following members:

   Mr. Nassib Raffoul Managing Director

   Mr. Mathew Chadzimura Finance Director

   Mr. Boniface Isunuoya General Manager Operations - Tincan

   Mr. Panos Ramos General Manager Operations - Sagamu

   Mr. Isaac Oyekale Finance Controller

   Mr. Ayo Akinwande Quality Assurance Manager

   Mrs. Bisi Duduyemi Head, Human Resources

   Mrs. Osomomen L. Olukoya Company Secretary

7. Performance Evaluation of the Board

   The Board has established a system to undertake a formal and rigorous annual evaluation of its own performance, that of its Committees, the Chairman and individual Directors. The evaluation system includes the criteria and key performance indicators and targets for the Board, its Committees and each individual Committee member.

8. Policies

   In keeping up with its practice of adhering to best Corporate Governance Standards, Honeywell Flour Mills Plc has put in place several policies which protect the interest of its customers and stakeholders. These include:

   1. Securities Trading Policy

      In accordance with Section 14 of amended Listing Rules of the Nigerian Exchange Limited, Honeywell Flour Mills Plc has in place a Security Trading Policy.

      During the financial year under review, the Directors and employees of the Company complied with the Nigerian Exchange Limited Rules relating to securities transactions and the provision of the Honeywell Flour Mills Plc Policy on insider trading.

   2. Shareholders Enquiries and Complaints Management Policy

      Honeywell Flour Mills Plc has in place a Complaints Management Policy in compliance with the Investments and Securities Act (ISA), 2007 and in line withthe Securities and Exchange Commission's Rules relating to the Complaints Management Framework of the Nigerian Capital Market.

      During the financial year, all enquiries and complaints covered under the Policy were promptly resolved.

      Enquiries and complaints may be submitted through the following channels:

      CORPORATE GOVERNANCE REPORT

      1. Company Registrar Atlas Registrars Limited 34, Eric Moore Road Iganmu,Surulere

         Lagos

         Tel: 234 8175425054, +2348108724445

         Email: registrars@atlasregistrars.com.

      2. Company Secretary

      Shareholders seeking to escalate unresolved complaints are directed to contact the Company Secretary at this location:

      Office of the Company Secretary

      1.Golden Penny Place, Wharf Road

      Apapa , Lagos

      Email: oolukoya@fmnplc.com Tel:+234 9088328458

   3. Whistle Blowing Policy

      Under its whistle blowing mechanism, employees of Honeywell Flour Mills Plc and other stakeholders including third parties are encouraged to report any observed or suspected acts of fraud, corruption or other irregularities. They may contact the independent helpline by telephone or online without fear of reprisal or recrimination and may do so anonymously if they so wish.

      The Company guarantees that the identity of the reporting individual or organisation shall be accorded utmost protection and the report timely investigated and treated. Whistle-blowers may report misconduct, irregularities or malpractice via the following channels:

      
      
      
   4. Quality Policy

      The Group and Company is committed to the continuous achievement of business success by maintaining its quality leadership in the flour milling industry.

      This is driven by a quality management system designed to ensure that customers are always provided with high quality products and services that meet International Standards. Such standards are in full compliance with all statutory and regulatory requirements which are set out in writing for adherence by all staff at all times.

      CORPORATE GOVERNANCE REPORT

      Honeywell Flour Mills Plc was the first flour milling company in Nigeria to be ISO-certified. All processes and procedures across the organisation are in line with international best practice to ensure the continuous production of good quality products for the complete satisfaction of its highly esteemed customer. The Group and Company employs state-of-the-art facilities for the production of its various brands in conjunction with its technical partners Buhler AG of Switzerland (the world's leading milling equipment manufacturer) for the installation and maintenance of its mills as well as a partnership agreement with Muhlenchemie of Germany for the supply of additives.

   5. Anti-bribery and Corruption Policy

      Honeywell Flour Mills Plc is committed to upholding the highest levels of ethical standards and integrity in doing business. Hence, the Group and Company has zero tolerance for fraud, bribery and corruption of any nature.

      The Group and Company acknowledges the importance of fairness in business and kicks against all acts which threaten to undermine the integrity of its business operations.The adverse effects of fraud, bribery and corruption are recognized through its core values which include 'integrity' - symbolizing our commitment to tenaciously maintain the highest ethical standards, and 'responsibility beyond ourselves' which denotes our intent to act as catalysts for positive change and development in our Society. This acts as the foundation of our dealings at Honeywell, and will continue to underpin our business operations.

      The Company actively maintains an Anti-Bribery & Corruption Policy to reiterate its zero tolerance stance on fraud, bribery and corruption and such other unethical acts, to provide a framework to promote its stance on these, to promote transparency in its dealings and to ensure its reputation and stakeholders are adequately protected.

   6. Others

In line with the Code of Corporate Governance, Honeywell Flour Mills Plc also has in place other policies which further strengthen its Corporate Governance Structure. They include:

ix Statement on Sustainability

Honeywell Flour Mills Plc is passionate about creating and enabling the growth of sustainable value for all its stakeholders. The Group and Company constantly assesses how its operations affect its immediate stakeholders and the broader environment and implements action plans which promote more sustainable business practices.

Honeywell Flour Mills Plc's sustainability agenda has 2 broad objectives - creating a positive impact as a responsible corporate citizen, while minimizing the adverse effects of business operations on the environment. This agenda thus encompasses both Sustainability and Corporate Social responsibility initiatives, and is anchored on 4 pillars known as "HEED":

The Group and Company's sustainability agenda aligns with the United Nations' Sustainable Development Goals, particularly:

Honeywell Flour Mills Plc recognizes that strong leadership and governance structures are critical to the success of its sustainability agenda, and to the growth and sustenance of its business as a whole. The Board of Directors, working with the Management Team, is responsible for promoting adherence to corporate governance principles and global best practice in business operations, and shall ensure that these business operations are conducted in a manner which aligns with the Company's sustainability agenda.

x. Statement of Compliance with the Nigerian Code of Corporate Governance

Honeywell Flour Mills Plc affirms that to the best of its knowledge, the Company is in compliance with the Nigerian Code of Corporate Governance. Practical demonstration of its compliance is shown by the following steps which have been taken:

The Board consists of a non-Executive Chairman, one(1) Independent Directors, six (6) non-Executive Directors and one (1) Executive Directors, supported by a competent Company Secretary.

A Board Diversity Policy has been developed to ensure that the Board remains sensitive to the need for diversity in all forms including gender, age and experience.

In addition to the statutory Audit Committee, the Board has established a Nominations, Governance & Remuneration Committee and a Business Development Committee all of which are governed by robust charters. The establishment of a Board Audit & Risk Management Committee is also in view.

Training and induction of Directors is governed by the Board's Director of Development Policy. During the year under review, Board members received training on Strategic Leadership.

The Board is guided by its Appointment Policy in making appointments to the Board, though there were no appointments made during the year under review. The policy sets out the criteria for Board appointments, and provides for the extensive screening and vetting of potential Directors. Upon appointment, new Directors are mandated to undergo an induction programme.

The Board Remuneration Policy provides a framework for the remuneration of Executive and Non-Executive Directors, which enables the Company offer competitive and fair rates of pay and benefits to attract and retain people of proven ability, experience and skills whilst ensuring that there is no discrimination based on gender, race, ethnicity, religion or sexual orientation.

Executive Directors compensation is performance driven , and consists of both fixed and variable remuneration components which are as follows:

• Base salary

• Performance incentive

• Benefits & allowances

• Terminal benefits

Non-executive Directors' compensation consists of Directors fees, sitting allowances and reimbursable expenses.

A whistle-blowing framework has long been established and is continuously communicated to stakeholders

A Stakeholder Management, Engagement & Communication Policy has been developed to enable and encourage stakeholders to engage with the Company.

Several policies have been developed to demonstrate the Company's commitment to ethical business conduct. They include:

Insider Trading policy

Conflict of interest & related party transactions policy Anti-bribery & corruption policy

The Company's sustainability agenda is documented in a Sustainability policy.

Material information is disclosed to stakeholders through the appropriate channels.

Lagos, Nigeria 29 May, 2025

The directors have pleasure in submitting their report on the financial statements of Honeywell Flour Mills Plc for the year ended 31 March 2025.

1. Incorporation

   Honeywell Flour Mills Plc was initially registered as Gateway Honeywell Flour Mills Limited on 21 June, 1983. A change in the Company's ownership structure led to a change of the name to Honeywell Flour Mills Limited in June 1995. The Company was converted to a Public Liability Company in 2008. Its shares were listed on the Nigerian Exchange Limited (NGX) in 2009.

2. Principal Activities

   The Group and Company is principally involved in the manufacturing and marketing of wheat based products such as flour, semolina, whole wheat meal, noodles and pasta and management of Free Trade Zone Enterprises.

3. Result for the Year

   The following is the summary of the Group and Company's operating results for the year ended 31 March,2025.

   	Group		Company
   	2025		2025	2024
   Revenue	N'000 373,509,245		N'000 373,509,245	N'000 188,311,035
   Profit/(Loss) before taxation	21,199,476		21,393,008	(8,598,493)
   Taxation	(6,610,826)		(6,610,826)	(1,521,285)
   Profit/(Loss) after taxation	14,588,650		14,782,182	(10,119,778)

   There were no material changes to the nature of the Group and Company's business from the prior year.

4. Dividend

   The directors did not recommend the declaration of any dividend in order to conserve fund.(2024:Nil)

5. Products Distribution

   The Group and Company's products are distributed through many distributors across the Country.

6. Suppliers

   The Group and Company obtains its materials from overseas and local suppliers. Amongst its main overseas and local suppliers are Star Trading Company Limited, Buhler A.G, First Blend Limited, Vitachem Nigeria Limited, Montizen Limited and Wahum Packaging Limited.

7. Directors' Shareholding

   The direct and indirect interest of Directors in the Issued Share Capital of the Company as recorded in the Register of Directors Shareholdings and/or as notified by the Directors for the purposes of Sections 301 and 302 of the Companies and Allied Matters Act(CAMA) 2020. and the listing requirements of Nigerian Stock Exchange is as stated hereunder as at 31 March 2025.

   	2025	2025	2024		2024
   	Direct	Indirect	Direct		Indirect
   Mr. Omoboyede Olusanya	-	-		-	-
   Mrs Kate Osamede Iketubosin	-	-		-	-
   Mr. Nassib Raffoul	-	-		-	-
   Mr. Olanrewaju Jaiyeola	370,000	-		370,000	-
   Mr. Andreas Kristiansson	-	-		-	-
   Mr. Joseph Umolu	-	-		-	-
   Mr. Sodiq Usman	-	-		-	-
   	370,000	-		370,000	-

8. Directors' Interest in Contracts

   None of the Directors have notified the Group and Company for the purpose of Section 303 of the Companies and Allied Matters Act (CAMA) 2020 of any disclosable interest in contracts with which the Group and Company was involved during the year ended 31 March 2025.

   Employment and Employees

9. i). Employment Policy

   It is the policy of the Group and Company that there should be no discrimination in considering applications for employment including those from physically challenged persons. However, there was no physically challenged person in the employment of the Group and Company during the year.

   1. Training and Development

      It is the Group and Company's policy to equip all employees with the skills and knowledge required for the successful performance of their jobs. The Group and Company sees the investment in its employees as a major part of its strategic development and have maintained a consistent policy of training its staff, both locally and internationally to enhance their skills and competence.

   2. Health and Welfare of Employees

      It is the policy of Honeywell Flour Mills Plc that every employee is provided with a safe and healthy working environment so far as is practicable, having due regard to all moral, legal and economic obligations. The Directors of the Group and Company recognize that they have a responsibility to ensure that all reasonable precautions are taken to maintain good working conditions that are safe, healthy and comply with all statutory requirements and best codes of practice. The Group and Company provides Personal Protective Equipment to employees as required by the nature of their jobs and safety officers perform regular monitoring to ensure usage compliance. There are fully equipped clinics at its various sites of operation with full-time nurses and weekly attendance by a physician. It also offers free medical services through a health management services provider to all members of staff.

      The Group and Company continuously strives to improve its operation to ensure a safe working environment. It also maintains high standard of hygiene in all its premises through sanitation practices and regular fumigation exercises, as well as installation of pest and rodent control gadgets.

      The employee canteens at Apapa and Sagamu continue to provide nutritionally balanced healthy meals in a conducive environment, free for the Junior Staff and athighly subsidized rate for the Senior Staff.

      Employees and stakeholders will continue to be encouraged to express their views on the Group and Company's safety standards through the Safety Committee while Health and Safetytraining opportunities will be provided annually.

      Subject to applicable laws we recruit, hire, train, promote, discipline, and provide other conditions of employment without regard to a person's race, colour, religion, sex, national origin, disability or other classifications protected under law.

10. Shareholding Analysis

    The shareholding structure of the Company as at 31 March, 2025 is as stated below:

    Share Range			No. of Holders	% of Holders	No of Holdings	` Holdings
    1	-	1,000	12,602	37.65	10,400,703	0.13
    1,001	-	5,000	13,747	41.06	36,199,902	0.46
    5,001	-	10,000	2,845	8.50	23,339,483	0.3
    10,001	-	50,000	2,805	8.38	66,802,138	0.83
    50,001	-	100,000	603	1.80	46,981,103	0.58
    100,001	-	500,000	647	1.93	138,129,781	1.7
    500,001	-	1,000,000	102	0.30	77,019,828	0.95
    1,000,001	-	5,000,000	102	0.30	201,601,238	2.52
    5,000,001	-	10,000,000	11	0.03	91,628,395	1.29
    10,000,001	-	50,000,000	8	0.02	163,997,769	3.21
    50,000,001 and above			5	0.01		7,074,097,318	88.03
    			33,477	100.00		7,930,197,658	100

11. Substantial Interest in Shares

    According to the register of members, the following shareholders of the Company held at least 5 percent of the Issued Share Capital of the Company as at 31 March 2025:

    	2025 Number	%
    Ecowise Horizons Investments Limited*	3,841,846,799	48.45
    Greywise Investment Solutions Limited*	2,323,836,751	29.3
    Siloam Global Services Limited	618,000,000	7.79
    	6,783,683,550	85.54

    Golden Penny Foods Ltd (formerly Flour Mills of Nigeria Plc) owns these shares indirectly through the

    * above wholly owned companies.

    During the year under review, Ecowise Horizon Investments Ltd commenced the process of acquiring

    * Greywise Investment Solutions Ltd's interest in Honeywell Flour Mills Plc including settling the purchase considearation, the process was only concluded after the year-end.

12. Donations, Sponsorship and Corporate Social Responsibility

    No donation was made to any political party or organisation during the year

    The value of gifts and donations made by the Company during the year amounted to Nil (2024 Nil).

13. Significant event during the year

    On 2nd June, 2024, the management incorporated Free trade zone enterprises which would operate as stand alone entities. The operations of all the free zones enterprise would be carved out from the operations of their parent (legacy) company after the transfer of the related assets.

    The free zones entities incorporated during the year are:

    1. Honeywell Flour Mills Tin Can FZE

    2. Honeywell Flour Mills Sagamu FZE

    3. Honeywell Management Company Tin Can FZE

    4. Honeywell Management Company Sagamu FZE

14. Property, Plant and Equipment

    Information relating to the changes in the items of Property, Plant and Equipment is disclosed in Note 16. In the opinion of the Directors the market value of the Group and Company's properties is not lower than the value shown in the financial statements.

15. Independent Auditor

Messers Ernst & Young, have indicated their willignness to continue as auditors in accordance with Section 401(2) of the Companies and Allied Matters Act 2020. A resolution will be proposed to authorise the directors to fix their remuneration.

Osomomen L. Olukoya FRC/2022/PRO/NBA/004/451605

Company Secretary Lagos, Nigeria

29 May, 2025

In compliance with the provisions of Section 404 (7) of the Companies and Allied Matters Act (CAMA), 2020, Report from the external auditors and management, we the members of the Audit Committee of Honeywell Flour Mills Plc received the Audited Financial Statements for the year ended 31 March 2025 together with Management report from the external auditors and management responses thereto at a duly convened meeting of the committee and hereby report as follows:

We confirm that:

1. We reviewed the scope and planning of the audit requirements;

2. We reviewed the external auditors' Management Control Report together with Management Responses ;and

3. We have ascertained that the accounting and reporting policies of the company for the year ended 31 March 2025 are in accordance with legal requirements and agreed ethical practices.

In our opinion, the scope and planning of the audit for the year ended 31 March 2025 was adequate and Management Responses to the auditors' findings were satisfactory.

We confirm that the internal control system was being consistently and effectively monitored through effective Internal Audit.

The External Auditors confirmed that they received full co-operation from the management during the course of the statutory audit.

The Committee therefore recommends that the Audited Financial Statements for the year ended 31 March 2025 and the External Auditors' Report thereon be presented for adoption at the Annual General Meeting.

Mr. Oladepo Adesina -

Mr. Moses Ijayekunle -

Mr Ajani Musa -

Mr. Anders Lars Kristiansson -

Shareholder Shareholder Shareholder Director

Mrs. Kate Osamede Iketubosin - Director

To comply with the provisions of Section 11 of SEC Guidance on implementation of Sections 60-63 of Investments and Securities Act 2007, we hereby make the following statements regarding the Internal Controls of Honeywell Flour Mills Plc for the year ended 31 March 2025

We, Nassib Raffoul (Managing Director) and Mathew Chadzimura (Finance Director) certify that:

1. We have reviewed this management assessment on Internal control over financial reporting of Honeywell Flour Mills 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 entity 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 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. We have disclosed, based on our most recent evaluation of internal control system, to the entity's auditors and the audit committee of the entity's Board of Directors;