Plc Audited Financial Statement for The Year Ended 31 December 2024

Corporate information 3

The year at a glance 4

Directors' report 5

Statement of directors' responsibilities in relation to the preparation of the financial statements 13

Statement of corporate responsibility for the financial statements 14

Report of the audit committee 15

Certification of management's assessment on internal control over financial reporting 16

Management annual assessment of, and report on, the entity's internal control over financial reporting 17

Independent auditor's attestation report on management's assessment of internal control over financial reporting 18

Independent auditor's report 21

Statement of profit or loss and other comprehensive income 25

Statement of financial position 26

Statement of changes in equity 27

Statement of cash flows 28

Notes to the financial statements 29

Other national disclosures:

Value added Statement 72

Five year financial summary 73

Mr. Aminu Ado - Chairman

Mr. Ayodeji Oseni - Managing Director

Mr. Oyeniyi Olawale Oyedele - Non-executive

Mr. Adebayo Adeleke - Non-executive

Mr. Adeshina Alayaki - Finance Director

Mr. Ishaya Danjuma - Non-executive

Mrs. Adebola Esosa Oluwadeyi - Non-executive

Engr. Funmilola Ojelade (deceased 22.03.2023) -Mrs. Olusola Oworu (appointed 23.02.2024) -

Independent non-executive Independent non-executive

Engr. Dr. (Mrs.) Patricia Nekpen Opene-Odili (appointed 23.02.2024)

- Independent non-executive

Lagos State

Iganmu

PMB 12692, Marina Lagos

10th & 13th Floors, UBA House 57 Marina

Lagos State.

United Bank of Africa Plc

Rand Merchant Bank Nigeria Limited First Bank of Nigeria Limited

First City Monument Bank Plc Fidelity Bank Plc

Access Bank Plc

FRC Number FRC/2013/00000000549

The directors present their report on the affairs of Industrial & Medical Gases Nigeria Plc ("the Company") together with the financial statements and the auditor's report for the year ended 31 December 2024.

1. Legal status

   Industrial & Medical Gases Nigeria Plc (formerly known as BOC Gases Nigeria Plc hereinafter "the Company"), a public company quoted on the Nigerian Stock Exchange in 1979, was incorporated as a public limited liability company on 12 November 1959 under the name Industrial Gases (Nigeria) Limited. The name was changed on 10 July 1961 to Industrial Gases Limited and thereafter to BOC Gases Nigeria Plc on 17 March 1997. The Company was a subsidiary of BOC Holdings Limited, U.K., which held 60% interest in the equity of BOC Gases Nigeria Plc. The Company's registered office address is Plots 1-3, Block H, Oshodi Industrial Estate, Oshodi, Lagos. In August 2021, BOC Holdings UK sold 60% of all the company shares it owned to TY Holdings Limited. The purchase brings TY Holdings Limited's ownership of the Company to 72%, in addition to the 12% of the Company that it already owned prior to this transaction. This change led to the name of BOC Gases Nigeria Plc being changed to Industrial & Medical Gases Nigeria Plc in August 2021, along with a new logo and trademark. Industrial & Medical Gases Nigeria Limited celebrated its first anniversary as a wholly indigenous business in August 2022.

2. Principal activities

   The Company engages in the manufacture of Industrial & Medical gases as well as the sale of special gases, welding and medical equipment.

3. Operating results

   The following is a summary of the Company's operating results:

   2024 2023

   N'000 N'000

   Revenue 8,376,181 6,064,773

   Results from operating activities 2,449,909 1,279,060

   Profit before income tax 2,442,962 1,247,023

   Profit for the year 1,622,740 852,753

   Total comprehensive income for the year 1,622,740 852,753

   Retained earnings 5,307,154 3,934,161

4. Proposed dividend

   The directors are pleased to recommend to shareholders at the forthcoming annual general meeting the declaration of N0.80kobo per share and bonus share of 1 share per every 10 shares. This dividend if approved by shareholders is subject to withholding tax deductible at the appropriate rate.

5. Directors and their interests (a)

   The directors who served during the year and their interests in the shares of the Company are as follows:

   2024

   No. of shares

   2023

   No. of shares

   Name	Date appointed/ (Exited)	Interes Direct Holdings	t in the ordinary shares Indirect Holdings	of the Compan Direct Holdings	y Indirect Holdings
   Mr. Aminu Ado - Chairman	08/07/2022	Nil	Nil	Nil	Nil
   Mr Oyeniyi Olawale Oyedele	10/03/2016	18,484	10,691,374	18,484	10,691,374
   Mr Adeshina Alayaki	09/09/2010	30,000	Nil	90,000	Nil
   Mr Adebayo Adeleke	16/06/2016	10,634	Nil	110,634	Nil
   Mr Ayodeji Oseni	05/07/2016	23,457	Nil	23,457	Nil
   Mr. Ishaya Danjuma	1/26/2022	Nil	Nil	Nil	Nil
   Mrs. Adebola Esosa Oluwadeyi	1/26/2022	Nil	Nil	Nil	Nil
   Engr Funmilola Ojelade (Deceased)	1/26/2022	Nil	Nil	Nil	Nil
   Mrs. Olusola Oworu 23/02/2024 Engr. Dr. (Mrs.) Patricia Nekpen Opene-		Nil	Nil	Nil	Nil
   Odili	23/02/2024 Nil		Nil	Nil	Nil

   Other than as disclosed above, the directors do not have any other interests required to be disclosed under section 301 of the Companies and Allied Matters Act of Nigeria. In accordance with Section 303 of the Companies and Allied Matters Act of Nigeria, none of the Directors has notified the Company of any declarable interests in contracts with the Company.

6. Responsibilities of the directors for internal control

   The Board retains full responsibilities for the overall direction and control of the Company. The directors are responsible for the Company's system of internal control and for monitoring effectiveness. They are also responsible for taking such steps as are reasonably available to safeguard the assets of the Company and to prevent and detect fraud and irregularities.

   The directors believe that intelligent risk taking is an important element of the Company's entrepreneurship approach. This means that the business risks need to be managed by applying effective controls. Management is responsible to the Board for the identification and measurement of risks and to confirm that effective systems of controls are in place and that appropriate corrective action is taken.

   Systems of internal controls can provide only reasonable, not absolute assurance against material misstatement or loss. Systems of internal control exercised by the Board include:

   Systems of internal controls exercised by the Board include:

   1. Delegating authority to management within defined areas of responsibility;

   2. Receiving regular reports from management on financial performance and other issues;

   3. Ensuring that a continual assessment is made of all risks and that appropriate measures are taken to mitigate the impact of those risks; and

   4. Maintaining and directing an effective and independent internal audit function, receiving reports of findings as well as taking action thereon.

7. Records of directors' attendance

   Further to the provisions of section 284(2) of the Companies and Allied Matters Act of Nigeria, the records of directors' attendance at Board meetings during the year is available at the Annual General Meeting for inspection. In addition, this is disclosed in the Corporate Governance report.

8. Shareholding

   The fully paid shares of the Company as at 31 December were beneficially held as follows:

   2024		2023	2024		2023
   				%	%
   TY Holdings Limited	358,001,868	358,001,868		72	72
   Nigerian Citizens and other associations	141,491,778	141,491,778		28	28
   	499,493,646	499,493,646		100	100

   No other shareholder, except as disclosed above, held more than 5% of the issued share capital of the Company at the reporting date.

9. Property, plant and equipment

   Information relating to changes in property, plant and equipment is given in Note 18 to these financial statements.

10. Gifts and donations

    During the year, the Company made donations/scholarship amounting to N451,000 (2023: N551,000) being scholarship to students of the following schools during the year.

    Beneficiaries	2024 Naira	2023 Naira
    Kelly International Academy	230,000	230,000
    Martha International School	221,000	221,000
    Ford Group of School	-	100,000

    451,000 551,000

    In compliance with section 43(2) of the Companies and Allied Matters Act of Nigeria, the Company did not make any donation or gift to any political party, political association or for any political purpose in the course of the year under review (2023: Nil).

11. Business review and future development

    The Company intends to continue fulfilling its objectives as stated in its Memorandum and Articles of Association.

12. Major distributors

    The Company has a network of distributors and agents throughout Nigeria in order to ensure that its products are brought as close as possible to end-users. The major agent during the year is Keywe Emakpor- Benin.

13. Suppliers

    The Company procures materials (mainly engineering spare parts, liquid gases and welding equipment) from PentAir, Nikiso Cosmodyne, Brother Gas, Airflow in France, Axxella Nigeria, Settala Italy.

    The Company's major local suppliers are Orbit Maritime Limited, SCIB Nigeria and Company Limited, Central Horizon Gas Co Limited, Mantrac Nigeria Limited and Gaslink Nigeria Limited.

14. Employment and employees

    1. Employment of physically challenged persons

       It is the policy of the Company that there is no discrimination in considering applications for employment including those of physically challenged persons.

    2. Health and safety at work and welfare of employees

       Health and safety regulations are in force within the Company's premises and employees are aware of existing regulations. To this end, the Company has various forms of insurance policies, including workmen's compensation and group life insurance, to adequately secure and protect its employees.

    3. Employees' involvement and training

       The Company places considerable value on the involvement of its employees and has continued its practice of keeping them informed on matters affecting them as employees and on the various factors affecting the performance of the Company.

       Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests. Training is carried out at various levels through in-house and external courses. Management, professional and technical expertise are the Company's major assets and the Company has continued the investment in developing such skills.

    4. Dissemination of information

    In order to maintain shared perception of our goals, the Company is committed to communicating information to employees in as fast and effective a manner as possible. The Company considers this critical to the maintenance of team spirit and high employee morale.

    Directors' report - continued
15. Related party transactions

    In terms of the Nigerian Exchange Group ("NGX") disclosures on rules governing transactions with related party or interested persons, effective 1 November 2014, the company obtained N5.5B loan from related party during the course of the financial year which exceeded 5% of the net tangible assets and also exceeded 5% of issued share capital.

    The Company obtained N5.5B from related party, the aggregate value of which exceeded 5% of the Revenue/Income, have been carried out during the financial year ended 31 December 2024.

    Details of all related party transactions during the year are disclosed in Note 35 to these Financial Statements.

16. Independent auditor

Messrs. Ernst & Young have expressed their willingness to continue in office as the Company's independent auditor in accordance with Section 401(2) of the Companies and Allied Matters Act, 2020. A resolution will be proposed at the Annual General Meeting to authorize the Directors to fix their remuneration.

BY ORDER OF THE BOARD

Aderonke Segun-Alabi (Mrs) Company Secretary

FRC/2021/PRO/ICSAN/002/00000024129

Lagos, Nigeria

29-03-2025

Corporate governance report

Industrial & Medical Gases Nigeria Plc remains committed to ensuring that fair, honest and understandable business practices are integrated into the organizational culture. Sound corporate governance is a way of life within the Company and best practices are followed.

Governance principles are incorporated into all Company's structures, systems and policies which are constantly reassessed and reviewed to ensure that continuous compliance and best practice is adhered to.

Industrial & Medical Gases Nigeria Plc continues to implement the corporate governance rules of the Securities and Exchange Commission as well as those of The Nigerian Stock Exchange.

1. The Board

   The Board of Directors is responsible for setting the direction of the Company by establishing strategic objectives and key policies. The Board monitors compliance with the approved policies and achievements against objectives through quarterly performance reporting and budget updates.

   Appointment to the Board are confirmed at its meetings for the new persons either introduced to the Board or short-listed respondents to its advertisement.

   The Board ensures that new Directors, over time, but as soon as possible after joining the Board, receive induction and training.

   Board meetings are held formally four times a year and ad-hoc meetings are arranged as necessary. Where directors are unable to attend any particular Board meeting, they communicate comments they may have regarding the agenda and general items to the Chairperson to be raised at the relevant meeting.

   The agenda and relevant supporting documents are distributed to the directors well before each Board meeting. During the meeting, the appropriate executive director explains and motivates business items where decisions are required. The directors have unrestricted access to all Company information and records.

   The attendance schedule for the year is on Note (e) below.

2. Composition of the Board

   The Board is made up of five (5) Non-Executive Directors (including the Chairman), two (2) Independent Non-Executive Director and two (2) executive directors:

   Five non-executive directors

   Mr. Aminu Ado

   Oyeniyi Olawale Oyedele Adebayo Adeleke

   Mr. Ishaya Danjuma

   Mrs. Adebola Esosa Oluwadeyi

   Two executive directors

   Ayodeji Oseni - Managing Director

   Adeshina Alayaki - Finance Director

   Two Independent non-executive director Engr Funmilola Ojelade (Deceased 22/03/23) Mrs. Olusola Oworu (appointed 23/02/2024)

   Engr. Dr. (Mrs.) Patricia Nekpen Opene-Odili (appointed 23/02/2024)

3. The Chairman and Managing Director

   The roles of the Chairman and the Managing Director are separate to ensure a balance of power and authority, so that no individual has unfettered powers in decision making.

   The Chairman has no executive functions, but provides overall leadership of the Board. He, in conjunction with other non-executive directors, monitors and evaluates the performance of the Managing Director to ensure that the strategic and operational objectives of the Company are achieved.

4. Rotation of directors

   At the Annual General Meeting to be held in June 2025, shareholders will be asked to re-elect the directors that are retiring by rotation, Messrs. Olawale Oyedele and Adebayo Adeleke in line with Sec 285(2) of the Company & Allied Matters Act of 2020 and the Company's Articles of Association.

5. Board committees

   While the Board remains accountable and responsible for the performance and affairs of the Company, it delegates to management and Board committees certain functions to assist in discharging its duties properly. Each Board committee acts within agreed, written terms of reference. The Chairman of each Board committee reports and provides minutes of committee meetings at scheduled Board meetings.

   The Board committees' chairmen and members are non-executive directors. The executive directors attend Board committee meetings by invitation. The established committees are shown below:

   Committee	Purpose	Composition	Meetings
   Statutory Audit
   Emmanuel Okafor (Chairman)	The Committee's functions are as stated in section 404 (6) of the Companies and Allied Matters Act.	Two non-executive directors	Met four times during the year.
   Mr. Bello Owonikoko
   Mr. Kenneth Nwosu
   Mr. Adebayo Adeleke
   Mrs. Olusola Oworu (Appointed as member 23/02/2024)
   Ad-hoc Committee
   Project & Investment
   Mr. Ishaya Danjuma (Chairman)	The Committee reviews the ongoing projects for the company's Five-year strategic expansion programme after becoming fully indigenous.	Five Non Executive Directors	Met four times during the year
   Mrs. Adebola Esosa Oluwadeyi
   Engr. Dr. Patricia Opene-Odil(Appointed as member 23/02/2024)
   Mr. Olawale Oyeniyi Oyedele
   Mr. Adebayo Adeleke
   Committees
   Nomination, Governance, Retirement & Remuneration Committee	Purpose	Composition	Meetings
   Mrs. Adebola Esosa Oluwadeyi (Chairperson)	Determines and makes recommendation to the Board on the framework, policy, cost of executive and senior management remuneration. Determines and recommends the executive directors and other senior employees are adequately remunerated. The remuneration of Directors, as well as the fees, reimbursable travel and hotel expenses as well as any other allowances and benefits are approved by the Board as advised/recommended by the Nomination, Governance, Retirement and Remuneration Committee. Reviews and advises on the general principles under with compensation, training, succession plans and performance management are applied to senior employees of the Company.	Three Non Executive Directors and one Independent Non Executive	Met six times during the year.
   Oyeniyi Olawale Oyedele
   Mr. Ishaya Danjuma
   Risk
   Adebayo Adeleke (Chairman) Oyeniyi Olawale Oyedele Mrs. Adebola Oluwadeyi	Monitors and reviews the Company's policies, practices, risks compliance with corporate governance principles and regulations.	Two Non-executive directors and one Independent non executive director	Met four times during the year.

   Corporate governance report - continued

   Details of directors' attendance at the Board and committee meetings are set out below:

   Names	Date of appointment	Number of meetings held during the Financial period
   		Board - (5 meetings) Dates: Mar 28, April 15, Jun 27, Sep 19, Dec 12, 2024	Audit Committee -(4 meetings) Dates: Mar 27,Jun 26, Sept 18, & Dec 11, 2024	Nomination, Governance, Retirement & Remuneration -(6 meetings) Dates: Mar 26, June 25, Sept 17, Dec 10, & Dec 16, 2024	Risk Committee -(4 meetings) Dates: Mar 27, Jun 26, Sept 18 & Dec 11, 2024	Project Committee - (4 meetings) Dates: Mar 26, Jun 25, Sept 17, Dec 10, 2024
   Aminu Ado (Appointed Ag Board Chairman 8/7/22)**	26-Jan-2023	5 of 5	Nil	Nil	Nil	Nil
   Ishaya Danjuma**	26-Jan-2023	5 of 5	N/A	4 of 6	N/A	3 of 4
   Adebola Esosa Oluwadeyi**	26-Jan-2023	5 of 5	N/A	6 of 6	N/A	4 of 4
   Ayodeji Oseni	5-Jul-2016	5 of 5	4 of 4	N/A	4 of 4	4 of 4
   Adeshina Alayaki	9-Sep-2010	5 of 5	4 of 4	N/A	4 of 4	4 of 4
   Oyeniyi Olawale Oyedele**	11-Mar-2016	5 of 5	N/A	6 of 6	4 of 4	4 of 4
   Adebayo Adeleke**	15-Jun-2016	5 of 5	6 of 6	Nil	4 of 4	4 of 4
   Mrs. Olusola Oworu***	23-Feb-2024	5 of 5	4 of 4	6 of 6	N/A	N/A
   Engr Dr. Patricia Opene- Odili***	23-Feb-2024	5 of 5	N/A	N/A	4 of 4	4 of 4
   ** Non-Executive Director ***Independent Non-Executive Director N/A: Not applicable as director is not a member of the related committee

6. Performance assessment

   Directors are required to dedicate sufficient time to be able to monitor, evaluate and comment effectively to the Board and management on the financial and operational information supplied to the Board.

7. Employee relations

   Encouragement of employee participation is a high priority. The Company has adopted several participating structures on issues that affect employees. License to work ensures every employee is competent in his/her job within specific time frames. Learning needs are identified through the development of competency profiles for specific jobs.

8. Going concern

   The directors, having considered all relevant factors, are of the opinion that the annual financial statements have been prepared on a going-concern basis. They believe that the Company has adequate resources in place to continue in operation for the foreseeable future.

9. Code of ethics

   Inextricably linked to good corporate governance is the Company's code of ethics. The Company has always espoused the highest ethical standards of business conduct and full compliance with applicable laws, regulations and industry standards.

   The Company aims to earn the trust of customers, shareholders, colleagues, suppliers and communities through honesty, performance excellence, good corporate governance and accountability. The Company expects people to respect confidential information, Company time and assets. The Company believes in open and honest communication, fair treatment and equal opportunities.

   1. Code of ethics

      Guiding principles or core values within the code define our responsibilities towards, and what we expect from:

      • Directors

      • Employees

      • Local communities and the public

      • Customers, suppliers and markets; and

      • Shareholders

        Allegiance to the code of ethics is the starting point from which employees draw inspiration and guidance for behaviour within a group, society or the organization. An integrity line has been established to enable employees to report contraventions of the code of

10. Social responsibility

    The Company has a strong culture of social responsibility. The objective is to assist wisely and constructively thereby making a sustainable difference.

    Corporate governance report - continued

11. Risk management

    Risk management has been further embedded in daily activities of the Company throughout 2024, and includes, but is not limited to, quarterly review of top risks faced by the Company and progress on mitigation plans.

12. Internal controls

    Management maintains accounting records and has developed systems designed to provide assurance as to the integrity and reliability of the financial statements. Responsibility for the adequacy and operations of the systems is delegated to the executive directors. These records and systems are designed to safeguard the Company's assets and minimize fraud.

    Our systems of internal control are based on organizational structures, such as written policies and procedures, which include budgeting and forecasting disciplines and the comparison of actual results against these budgets and forecasts.

13. Internal audit

We have in place an Internal Audit department, headed by a competent Internal Auditor with many years' experience. The unit renders independent, objective audit geared towards creating added value and improving business processes. It helps the Company to achieve objectives by assessing and helping to improve the effectiveness of risk management, control mechanisms and the management and monitoring of processes through a systematic and targeted approach. The Head of Internal Audit reports functionally to the Chairman Audit Committee, and administratively to the Managing Director.

Internal audit follows a risk-based approach and utilizes the Company's enterprise-wide risk assessment, as one of many contributors to their annual risks assessment, before arriving at their audit work plan for the year. The internal audit department focuses on six core audit functions, namely:

• Standard reviews, financial and operational processes;

• IT reviews; this role is conducted by the special auditors from the global function;

• Special reviews, as requested by the Audit Committee members or executive management;

• Projects, conducted as part of the controlling shareholder initiative and aligned to the Company's risk assessments;

• Self-assessments, conducted on a periodic basis; and

• Integrity line, conducting fraud investigations on cases reported to the independent ethics hotline.

The Internal auditor attends all Audit Committee meetings where all findings are presented. The Internal Audit department is guided by a comprehensive audit manual as developed by the function.

e Segun-Alabi (Mrs)

Aderonk

Company Secretary FRC/2021/PRO/ICSAN/002/00000024129

Lagos, Nigeria

29-03-2025

The Directors of Industrial & Medical Gases Nigeria Plc accept responsibility for the preparation of the financial statements that give a true and fair view of the financial position of the Company as at 31 December 2024 and the results of its operations, cash flows and changes in equity for the year then ended, in compliance with IFRS Accounting Standards as issued by the International Accounting Standards Board and in the manner required by the Companies and Allied Matters Act of Nigeria,2020, and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

In preparing the financial statements, the Directors are responsible for:

• Properly selecting and applying accounting policies;

• Presenting information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• Providing additional disclosures when compliance with the specific requirements in IFRS Accounting Standards are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company's financial

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

Mr Ayodeji Oseni Mr Adeshina Alayaki

Managing Director/CEO

Finance Director

FRC/2017/PRO/DIR/003/00000015942 FRC/2013/PRO/DIR/003/00000000939

29-03-2025 29-03-2025

In accordance with section 405 of the Companies and Allied Matters Act of Nigeria, the Chief Executive Officer and the Chief Financial Officer certify that the financial statements have been reviewed based on our knowledge, the

1. 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, in the light of the circumstances under which such statement was made, and

2. 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 period covered by the audited financial statements;

We state that management and directors:

1. are responsible for establishing and maintaining internal controls and has designed such internal controls to ensure that material information relating to the Company is made known to the officer by other officers of the Company, particularly during the period in which the audited financial statements report is being prepared;

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

3. certifies that Company's internal controls are effective as of that date.

We have disclosed:

1. all 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. Whether or not, there is any fraud that involves management or other employees who have a significant role in the Company's internal control; and

3. as indicated in the report, whether or not, there were significant changes in internal controls or in 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

   The financial statements of the Company for the year ended 31 December 2024 were approved by the directors on 29 March 2025.

   
   
   
   
   
   

   Mr Ayodeji Oseni Mr Adeshina Alayaki

   Managing Director/CEO Finance Director

   FRC/2017/PRO/DIR/003/00000015942 FRC/2013/PRO/DIR/003/00000000939

   29-03-2025 29-03-2025

   Report of the audit committee To the members of Industrial & Medical Gases Nigeria Plc

   In accordance with the provisions of section 404(7) of the Companies and Allied Matters Act and the Financial Reporting Council of Nigeria Act, 2011, we, the Members of the Audit Committee of Industrial & Medical Gases Nigeria Plc, having carried out our statutory functions under the Act, hereby report that:

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

   2. the scope and planning of the audit for the year ended 31 December 2024 are satisfactory;

   3. having reviewed the independent auditor's memorandum of recommendations on accounting procedures and internal controls, we are satisfied with management responses thereon.

Finally, we acknowledge the co-operation of management and staff in the conduct of our duties. Members of the Audit Committee are:

1. Mr. Emmanuel Okafor (Shareholders' representative) - Chairman

2. Mr. Kenneth Nwosu (Shareholders' representative)

3. Mrs. Olusola Oworu (Directors' representative)

4. Mr. Kazeem Owonikoko Bello (Shareholders' representative)

   
   
   

5. Mr. Adebayo Adeleke (Directors' representative)

   Mr. Emmanuel Okafor FRC/2021/PRO/ICAN/002/00000022583

   29-03-2025

   CERTIFICATION OF MANAGEMENT'S ASSESSMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

   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 Industrial & Medical Gases Nigeria Plc for the year ended 31 December 2024.

   We, Mr. Ayodeji Oseni (Managing Director) and Mr. Adeshina Alayaki (Financial Director) certify that:

   1. We have reviewed this management assessment on Internal control over financial reporting of Industrial & Medical Gases Nigeria 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 entity, is made known to us by others within those entities, 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 entity'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;

      1. All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the entity's ability to record, process, summarize and report financial information: and

      2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the entity'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. Ayodeji Oseni (Managing Director)

FRC/2017/PRO/DIR/003/00000015942

29 March 2025

Mr. Adeshina Alayaki (Finance Director)

FRC/2013/PRO/DIR/003/00000000939

29 March 2025

To comply with the provisions of Section 1.3 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 The Industrial & Medical Gases Nigeria Plc for the year ended 31 December 2024;

1. The Industrial & Medical Gases Nigeria Plc's management is responsible for establishing and maintaining a system of Internal control over financial reporting ('lCFR") that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards.

2. The Industrial & Medical Gases Nigeria Plc's management used the Internal Control-Integrated Framework

   (2013) of Committee of Sponsoring Organization of the Treadway Commission (COSO) Internal Control-Integrated Framework to conduct the required evaluation of the effectiveness of the entity's ICFR.

3. The Industrial & Medical Gases Nigeria Plc's management has assessed that the entity's ICFR as of the end

   of 31 December 2024 is effective.

4. The Industrial & Medical Gases Nigeria Plc's external auditor Messrs. Ernst and Young that audited the financial statements and has issued an attestation report on management's assessment of the entity's internal control over financial reporting.

The attestation report of Messrs. Ernst and Young that audited its financial statements will be filed as separately alongside the annual report.

Mr. Ayodeji Oseni (Managing Director)

FRC/2017/PRO/DIR/003/00000015942

29 March 2025

Mr. Adeshina Alayaki (Finance Director)

FRC/2013/PRO/DIR/003/00000000939

29 March 2025

Building a better

¥/orkinq world

Ernst & Younq

1Dth Floor UBA House 57, Marina

P. O. Box Z442, Marina Laqos.

Tel: +234 {01) 631 4500

Fax: +234 {01) 4b? 0481

Email: Servicc'• 'n0.By rn

https://www.ey.com

INDEPENDENT AUDITOR'S ATTE STATION REPORT ON MANAGEMENT'5 ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Members of Industrial & Medical Gases Niqeria Plc

Scope

We have been engaged by Industrial & Medical Gases Niqeria Plc t'the Company's to perfor m a limited assurance engagement, based on tntei national Standards on Assurance Engaqements Otf›er Than Audits or Reviews of Historical Financial lnformation ('ISAE 3000 fRevised›'› and FRC Guidance an Assurance Engagement Report on internal Control over Financial Reporting, herein referred to as the engagement, to report on Industrial & Medical Gases Nigeria Plc Internal Control over Financial Peportinq

{ICFR} (the "Subject Matter") contained in the company's Management's Assessment on Internal Control over Financial Reporting as of 31 December 2024 (the "Report"}.

A company's Internal Control over Financial Peporting 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 accountinq princlples. A compa v's Internal Control over Financial Reporting includes those policies and procedures that:

ft pertain ID 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

(3J pr0vide reasonable assurance regarding prevention or fimeIy detection of unauthorizedacquisition,

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 Reportinq may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk t'nat controls may become inadequate because of Changes in conditions, or that the deqree of Compliance with the policies or procedures may deteriorate.

Criteria applied by Industrial & Medical Gases Niqeria Plc

In designing, establishing and operating the Internal Control over Financial Reporting (ICFRJ and preparing the Management's assessment of the Internal Control over Financial Reportjnq (ICFRJ, Industrial & Medical Gases Niqeria Plc applied the requirements of Internal Control-I nteqrated Framework t2013) of the Committee of Siponsoring Orqanizations of the Treadway Commisslon (COSOJ Framework and SEC Guidance on Management Report on Internal Control Over Financial Reporting (Criteria). Such Criteria were specifically designed to enable organizations effectively and efficiently develop systems of internal Cohtrol that adapt to chanqinq business and operating ehvironments, mitigate risks to acceptable levels, and support sound decision making and governance of the organization; As a result, the subject matter information may not be suitable for another purpose.

Ernst & Young 10th Floor UBAHouse

SY, Marina

P. O. Box 2442, Marina Lagos,

Tel: +Z34 !01J 63 4500 Fat: +234 ROI) 463 04B1

Email, Services#ng.ey,cOm www,ey.com

INDEPENDENT AUDITOR'S ATTESTATION REPORT ON MANAGEMENT'S ASSESSMENT OF INTEPNAL CONTROL OVER FINANCIAL REPORTING - continued

To the members of Industrial & Nedical Gases Niqeria Plc continued

Industrial & Medical Gases Niqeria Plc's responsibilities

Industrial & Medical Gases Niqeria Plc's management is responsible for maintaining effective Internal Control over Financial Reportinq, and for Its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Industrial & IVledicaT Gases Niqeria Plc's manaqement's assessment of the Internal Control over Financial reporting as of 31 December 2024 in accordance with the criteria.

Our responslbilitJes

Our responsibility is to express a conclusion on the design and operating effectiveness of the Internal Control over Financial Reporting based on our Assurance engagement.

We conducted our engagement in accordance with the International Standard for Assurance Engagements Otner Than Audits or Peviews of Historical Financial Information ('ISAE 3000 (Revised)') and FDC Guidance on Assurance Engagement Report on Internal Control over Financial Reportinq, those standards require that we plan and perform our engagement to obtain limited assurance on the entity's Internal Control over Financial Reporting based on our assurance engaqement.

Our independence and quality manaqement

/Ye have maintained our independence and confirm that we have met the reguirements of the International Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants {IESBA code) and have the required competencies and experience to conduct this assurance engaqement.

We also apply International Standard on Ouallty Management 1, Ouality Manaqement for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services engagements, which requires that we desiqn, implement, and operate a system of quality management Including policies or proceaures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Description of procedures performed.

The procedures we performed included obtaininq an understandinq of Internal Control over Financial Reportinq, assesstnq the risk that a material weakness exists, and testtnq and evaluatlnq the desiqn and operating effectiveness a] internal control based on the assessed rish.

Our engagement also included performinq such other procedures as we considered necessary In the circumstances. We believe the procedures performed provides a basis for our report on the internal control put in place by management over financial reportinq.

Building a better v/orItinq world

II'JDE PE ND NT AUDITOR'S ATTESTATION REPORT OFF I1/'›NA GEM ENT'S ASSESSMENT OF

IN"f ERNAL CONT JUL OVER FINANCIAL REPORT ING

To t he members of Industr ial & Medical Ga ses Nigeria Plc- continued

0 Ft C IUSIO Ft

In col cIusir›n, nothing has come to our atterition lo ind:Cate that the internal control over financial i epcr I inq put ir1 place by manaqemen( is idol adequate as ol 31 December 20Z'4, basecl on the iequirements of Committee of Sponsoring Oi-g‹anizalions of the Tieacl-way Commission (COSO) Frameworl‹ ancl SEC Guidance on Mar aqenienI Re;aui I on Int ernal Cont rol Ovei Fin‹3nciaI Re-poi"t ing.

Other Matter

We also have audited, in accordance wit h the Internalional Sta ndai ds on Audit ing, I he annual report for the yeai ended 31 December 2024 of Industrial & Medical Gases Nigeria Plc and we expressed an unmodified opinion in our Auditor's report dated 29 M a rc h 2025.

Our conc lusion is not modif ied in respect of this mattei .

Si9 n e

William's .I. Erimona, FCA

FRC/2013/PRO/SCAN/004/00000002190

For: Ernst & Young Laqos. Niqeria.

Date: 29 March 202 5.