N nig. flour mills plc.- quarter 5 - financial statement for 2025

Corporate information 2

Report of The Directors 3

Corporate Governance Report 8

Statement of Directors' Responsibilities in Relation to the Financial Statements 16

Statement of Corporate Responsibility for the Financial Statements 17

Audit Committee Report 18

Certification of Management on Internal Control Over Financial Reporting 19

Management Report on the Effectiveness of Internal Control Over financiial reporting 23

Independent Auditors Limited Assurance Report on Internal Control Over Financial Report 24

Independent Joint Auditors' Report 26

Statement of Financial Position 30

Statement of Profit or Loss and Other Comprehensive Income 31

Statement of Changes in Equity 32

Statement of Cash Flows 33

Notes to the Financial Statements 34

Other National Disclosures 90

Value Added Statement 91

Five Year Financial Summary 92

The Company's main business is milling of Wheat, Sorghum, Maize and similar grains.

Mr. Paul M. Gbededo Alhaji Y. Olalekan A. Saliu Mallam Abdul Ganiyu Sani Alhaji Sadiq Usman

Mr. Adrian Naidoo

Mr. Omoboyede O. Olusanya Alhaji Auwalu Muktari

Mr. Joseph Umolu (Appointed on 21-Nov-24)

Kano

First Bank of Nigeria Limited Guaranty Trust Bank Limited Sterling Bank Limited

Union Bank of Nigeria Plc Zenith Bank Plc

Bishop Aboyade Cole Street, Victoria Island, Lagos State

Ahmed Zakari & Co. Chartered Accountants

5th Floor African Alliance Building

F.1 Sani Abacha Way, P.O Box 6500, Kano

26, Post Office Road, Kano

4, Human Rights Avenue P.O. Box 726, Kano.

2

The directors have pleasure in submitting their report on the annual report of Northern Nigeria Flour Mills Plc for the year ended 31 March 2025.

1. Legal form

   The Company was incorporated as a private Limited Liability Company on 29 October 1971. Its registered office is 15, Maimalari road, Bompai Industrial Estate, Kano. The Company was converted to a public limited liability company in 1978 and its shares are quoted on the Nigerian Stock Exchange. It is a subsidiary of Golden Penny Food Ltd (formerly Flour Mills of Nigeria Plc) which holds 59.6% of the Company's equity. Golden Penny Food Ltd (formerly Flour Mills of Nigeria Plc) is incorporated in Nigeria.

2. Principal activities

   Northern Nigeria Flour Mills Plc was incorporated in Nigeria with interests in milling of wheat, maize and sorghum. The Company operates in Kano state, Nigeria. There have been no material changes to the nature of the Company's business from the prior year.

3. Results

   The summary of results for the year is as set out below:

   31-Mar-25 31-Mar-24 ₦'000 ₦'000

   Revenue 35,392,448 25,951,365

   Operating profit 2,887,076 2,320,734

   Profit before taxation 2,887,061 2,306,659

   Profit for the year 1,745,076 1,525,895

   Total comprehensive income for the year 1,704,727 1,560,540

4. Dividend

   The Directors paid interim dividend of N89.1 million in the current financial year (2024: Nil), representing a dividend of N0.50 (2024: Nil) per ordinary share of 50 kobo each. The dividend was subject to deduction of appropriate withholding tax.

   The Directors are pleaased to recommend to shareholders at the forthcoming annual general meeting the declaration of a total of N44.55 million (2024: nil) representing a dividend of N0.25 (2024: nil) per ordinary share of 50 kobo each. The dividend will be subject to deduction of appropriate withholding tax.

5. Directors and directors' interests

   The names of Directors who are currently in office are detailed on page 2. The directors who served during the year are as follows:

   Directors	Nationality	Designation
   Alhaji Rabiu Mohammed Gwarzo, OON	Nigerian	Chairman
   Mr. John G . Coumantaros	American	Vice Chairman
   Alhaji Sani Umar	Nigerian	Non- executive
   Mr. Paul M. Gbededo	Nigerian	Non- executive
   Alhaji Y. Olalekan A. Saliu	Nigerian	Non- executive
   Mallam Abdul Ganiyu Sani	Nigerian	Non- executive
   Alhaji Sadiq Usman	Nigerian	Non- executive
   Mr. Adrian Naidoo	South African	Managing Director
   Mr. Omoboyede O. Olusanya	Nigerian	Non- executive
   Alhaji Auwalu Muktari	Nigerian	Non- executive

   Mr. Joseph Umolu

   Nigerian Non- executive

   3

   In accordance with section 303 of the Companies and Allied Matters Act, 2020 (CAMA), none of the Directors has notified the Company of any declarable interests in contracts with the Company during the year.

6. Directors' interest in shares

   The Directors' interests in the issued share capital of the Company as recorded in the Registrar of members and/or as notified by them for the purpose of Section 301 of the Companies and Allied Matters Act, 2020 (CAMA) and disclosed in accordance with Section 385 also of CAMA are as follows:

   Interest in shares 31-Mar-25 31-Mar-24 Director Direct Indirect Direct Indirect

   Alhaji Rabiu Mohammed Gwarzo, OON	609,598	-	609,598	-
   Mr. John G . Coumantaros	-	-	-	-
   Alhaji Sani Umar	237,363	-	237,363	-
   Mr. Paul M. Gbededo	-	-	-	-
   Alhaji Y. Olalekan A. Saliu	97,881	-	97,881	-
   Mallam Abdul Ganiyu Sani	-	-	-	-
   Alhaji Sadiq Usman	-	-	-	-
   Mr. Adrian Naidoo	-	-	-	-
   Mr. Omoboyede O. Olusanya	-	-	-	-
   Alhaji Auwalu Muktari	-	-	-	-
   Mr. Joseph Umolu	-	-	-	-
   	944,842	-	944,842	-

7. Shareholding Analysis

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

The Company's holding company is Golden Penny Food Ltd (formerly Flour Mills of Nigeria Plc) which holds 59.6% (2024: 59.6%) of the Company's equity. Golden Penny Food Ltd (formerly Flour Mills of Nigeria Plc) is incorporated in Nigeria. The ultimate controlling parent is Excelsior Africa Investments Limited (formerly Excelsior Shipping Company Limited), a company registered in Liberia. the beneficial owner of Excelsior Shipping Company is a trust established by the late John S. Coumantaros.

1. Substantial interest in shares

   31-Mar-25 Number of shares	%	31-Mar-24 Number of shares	%
   106,206,273	59.60	106,206,273	59.60
   12,955,000	7.27	12,955,000	7.27

   According to the Registrar of Members, the following shareholders of the Company held more than 5% of the issued share capital of the Company.

   Golden Penny Food Ltd (formerly Flour Mills of Nigeria Plc )

   GTB PLC/Northern Nigeria Investment Limited

2. Directors'Responsibilities

   The Directors are responsible for the preparation of financial statements which give a true and fair view in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and in the manner required by the Companies and Allied Matters Act, 2020 (CAMA) and the Financial Reporting Council (FRC) of Nigeria (Amendment) Act, 2023. In doing so, they ensure that:

   • proper accounting records are maintained;

   • applicable accounting standards are complied with;

   • suitable accounting policies are adopted and consistently applied;

   • judgments and estimates made are reasonable;

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

   • ​

3. Internal control procedures are instituted which, as far as is reasonably possible, safeguard the assets and also prevent and detect fraud and other irregularities.

   Donations and Charitables Gifts

   No donation was made to any political party or organization during the year (2024: Nil). The following is an analysis of donations and charitable gifts made during the year.

   Donations
   	31-Mar-25	31-Mar-24
   	N'000	N'000
   National Union of Food, Beverage and Tobacco Employees	610	100
   Nassarawa Orphanage Home	-	21
   Dakata Primary Health Care Hospital Kano	1,290	-
   Standard Organization of Nigeria	300	-
   Food, Beverage and Tobacco Senior Staff Association	1,400	590
   Nigerian Institute of Food Science and Technology	-	325
   Nigeria Police Force	-	700
   Women In Da'Awah (Wid) Organisation	250	-
   Kano Network For Justice And Human Development	200	-

   4,050 1,736

4. Property, plant and equipment

   Movement in property, plant and equipment during the year are shown in Note 14 to the financial statements. In the opinion of the Directors, the market value of the Company's property, plant and equipment is not less than the value shown in the audited financial statements.

5. Human Capital
   1. Employment and Employees

      The Company reviews its employment policy in line with the needs of the business. Careful recruiting is undertaken to ensure that potential high performers are attracted and retained.

   2. Employee Developments

      Local Training and Development Programmes are organized to meet the needs of the Company's modernization / automation strategy implementation.

      The Company continues to place premium on its Human Capital Development arising from the fact that this would ensure improved efficiency of the business and maintain strategic advantage over competition.

   3. Equal Employment Opportunity and Diversity

      The Company has a policy of providing, wherever possible, the same employment opportunities for the disabled people as for others. If employees become disabled every effort is made to ensure their employment continues, with appropriate training where necessary.

      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, age, national origin, disability or other classifications protected under the law. This includes providing reasonable accomodation for members' disabilities or religious beliefs and practices. As at year end, the Company had no physically challenged person in its employment (2024: Nil).

   4. Health, Safety and Environment

      The Company appreciates the value of a safe work environment to business success and therefore embarks on periodic assessments to ensure compliance and safety. Employees are continuosly sensitized and pep talks on safe work procedures precede the commencement of each shift in the operational areas. The 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.

   5. HIV/AIDS Policy

      HIV/AIDS policy guidelines are in place and employees are encouraged to undertake voluntary counseling and testing (VCT) in order to confirm their HIV status. Continuous interactions at workshops with known HIV positive individuals are arranged from time to time to educate staff and eliminate discriminations and stigmatization.

   6. Performance Management/Target Setting

   Performance Management/Target Setting is implemented in line with Management resolve to set strategic objectives for effective monitoring of performance of the Company and its employees.

6. Events after the reporting period

   There were no significant developments after the reporting date which could have had a material effect on the state of affairs of the Company at 31 March 2025 and the profit for the year ended on that date which have not been adequately provided for or disclosed in the financial statements.

7. Independent Joint Auditors

Messrs. KPMG Professional Services (KPMG) and Ahmed Zakari & Co. (AZ), having satisfied the relevant corporate governance rules on their tenure in office have indicated their willingness to continue in office as auditors to the Company. In accordance with Section 401(2) of the Companies and Allied Matters Act (CAMA), 2020, therefore, the independent joint auditors will be re-appointed at the next annual general meeting of the Company without any resolution being passed. A resolution will however be proposed authorizing the Directors to fix their remuneration.

26, Post Office Road, Kano Nigeria

1. Introduction

   Nothern Nigeria Flour Mills Plc subscribe to the highest level of Corporate Governance and best practices in the conduct of our business. The Company's governance practices are constantly reviewed to ensure that it is consistent with global standards.

   The Company's good corporate governance is the bedrock of strong public trust and confidence reposed in the Company by shareholders, consumers, and employees toward long-term success.

   In the pursuit of delivering greater shareholder value, the Company continue to subject its operations to the highest standards of corporate governance, which is an essential foundation for sustainable corporate success. A principle that guides its operations and actions towards success, which is only worth celebrating when achieved through a process supported and sustained with the right values and principles.

   The Company's Code of Corporate Governance provides a robust framework for the governance of the Board and the Company. The Company ensures compliance with the Code of Corporate Governance for Public Companies issued by the Securities and Exchange Commission ("the SEC Code").

   Governance Structure

2. The Board

   The Board of Directors is responsible for the governance of the company and is accountable to shareholders for creating and delivering sustainable value through the management of the company's business.

   The Board is committed to the highest standards of business integrity, ethical values, and governance; it recognizes the responsibility of the company to conduct its affairs with transparency, fairness, and social responsibility.

   The Board determines the overall strategy of the company and follows up on its implementation, supervises the performance of the company, and ensures adequate management, thus actively contributing to developing the company as a focused, sustainable, and global brand.

   The synergy between the Board and Management fosters interactive dialogue in setting broad policy guidelines in the management and direction of the company to enhance optimal performance and ensure that associated risks are properly managed. Furthermore, the Board plays a central role in conjunction with Management in ensuring that the company is financially strong and well-governed and that risks are identified and well-mitigated.

   In addition to the Board's direct oversight, the Board exercises its oversight responsibilities through two (2) Committees, namely, Board Risk and Audit Committee and the Board Remuneration and Governance Committee.

   In addition to the Board Committees, the Statutory Audit Committee of the Company, which comprises two members of the Board of Directors and three representatives of the Shareholders, also performs its statutory role as stipulated by the Companies and Allied Matters Act (CAMA), 2020.

   Members of the Board of Directors are seasoned professionals, who have excelled in various sectors including manufacturing, accounting, engineering as well as law. They possess the requisite integrity, skills, and experience to bring to bear independent judgment on the deliberations of the Board and decisions of the Board (without prejudice to Directors' right to earn Directors' fees and hold interest in shares). They have a good understanding of the company's businesses and affairs to enable them properly evaluate information and responses provided by Management and to provide an objective challenge to Management.

   Material decisions may be taken between meetings by way of written resolutions, as provided for in the Articles of Association of the company. The Directors are provided with comprehensive group information at each of the quarterly Board meetings and are also briefed on business developments between Board meetings.

   During the year under review, the Directors and other key personnel of the Company complied with the following:

   1. The National Code of Corporate Governance for Public Companies which became effective in January 2019.

   2. The Securities and Exchange Commission (SEC) issued Code of Corporate Governance for public companies.

3. Responsibilities of the Board

   The Board has the ultimate responsibility for determining the strategic objectives and policies of the company to deliver long-term value by providing overall strategic direction within a framework of rewards, incentives, and controls. The Board has delegated the responsibility for the day-to-day operations of the company to Management and ensures that Management strikes an appropriate balance between promoting long-term growth and delivering short-term objectives. In fulfilling its primary responsibility, the Board acknowledges the relationship between good governance and risk management practices, about the achievement of the company's strategic objectives and good consumer satisfaction.

   Other powers reserved for the Board are the determination of Board structure, size, and composition, including appointment and removal of Directors, succession planning for the Board and senior management, and Board Committee membership.

4. Roles of Chairman and Chief Executive

   The roles of the Chairman and Chief Executive are separate and no one individual combines the two positions. The Chairman's main responsibility is to lead and manage the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities. The Chairman is responsible for ensuring that Directors receive accurate, timely, and clear information to enable the Board to make informed decisions and provide advice to promote the success of the company.

   The Board has delegated the responsibility for the day-to-day management of the company to the Managing Director/Chief Executive Officer, who is supported by Executive Management.

   The Managing Director executes the powers delegated to him by guidelines approved by the Board of Directors.

   Executive Management is accountable to the Board for the development and implementation of strategies and policies. The Board regularly reviews the Company's performance, matters of strategic concern, and any other matter it regards as material.

5. Roles of Directors

   The highlights of the role of directors include:

   • Critical and regular examination of the company's overall strategy with a view to ensuring that its goal, business plan and budget are in alignment.

   • Assign respective committees to consider and take appropriate decisions on issues requiring Board attention.

     Establish well-considered objectives for the company and monitor implementation, reviewing

   • performance and ensure the deployment of appropriate competencies.

   • Ensure that adequate resources are available to meet the company's goals and objectives.

   • Oversee Board appraisal, training, succession planning, appointment and remuneration of members.

6. Changes on the Board

   In the financial year ended 31 March 2025, Mr. Joseph Umolu was appointed to the Board of Northern Nigeria Flour Mills PLC on 21 November, 2024.

7. Frequency and Attendance of Board Meetings

   The Board held four (4) meetings during the financial year ended 31 March 2025. The notice for each meeting was in line with the company's Articles of Association and Board papers were provided to directors in advance. In line with provisions of the Companies and Allied Matters Act, 2020 (CAMA), record of Directors' attendance at the Board meetings is available for inspection at the Annual General Meeting.

   Senior Executives of the Company are from time to time invited to attend Board meetings and make representations of their business units.

8. A summary of record of attendance at Board meetings is presented below:

   Name	01-Aug-24	05-Sep-24	21-Nov-24		06-Mar-25
   Alhaji Rabiu Mohammed Gwarzo, OON	Yes	Yes	Yes		Yes
   Mr. John G . Coumantaros	No	No	No		Yes
   Alhaji Sani Umar	Yes	Yes	Yes		Yes
   Mr. Paul M. Gbededo	Yes	Yes	Yes		Yes
   Alhaji Y. Olalekan A. Saliu	Yes	Yes	Yes		Yes
   Mallam Abdul Ganiyu Sani	Yes	Yes	Yes		No
   Alhaji Sadiq Usman	Yes	Yes	Yes		Yes
   Mr. Adrian Naidoo	Yes	Yes	Yes		Yes
   Mr. Omoboyede O. Olusanya	Yes	Yes	Yes		No
   Alhaji Auwalu Muktari	Yes	Yes	Yes		Yes
   Mr. Joseph Umolu	N/A	N/A	Yes		Yes

   Yes- Present No- Absent

   N/A - Not Applicable

9. Board Risk and Audit Committee

   This Committee is tasked with the responsibility of setting and reviewing the Company's risk policies. The coverage of supervision includes the following: Reputational Risk, Operations Risk, Technology Risk, Market Risk, Liquidity Risk and other pervasive risks as may be posed by the events in the industry at any point in time.

   The Terms of Reference of the Board Risk Management Committee includes:

   • To review and recommend for the approval of the Board, the company's Risk Management Policies including the risk profile and limits;

   • To determine the adequacy and effectiveness of the company's risk detection and measurement systems and controls;

   • To evaluate the Company's internal control and assurance framework annually, in order to satisfy itself on the design and completeness of the framework relative to the activities and risk profile of the company.

   • To oversee Management's process for the identification of significant risks across the company and the adequacy of risk mitigation, prevention, detection and reporting mechanisms;

   • To review and recommend to the Board for approval, the contingency plan for specific risks;

   • To review the company's compliance level with applicable laws and regulatory requirements which may impact on the company's risk profile;

   • To conduct periodic review of changes in the economic and business environment, including emerging trends and other factors relevant to the company's risk profile;

   • To handle any other issue referred to the Committee from time to time by the Board.

     Composition

     The Board Risk Management Committee comprised the following members during the year under review:

     Name Designation

   • Alhaji Y. O Olalekan Chairman

   • Alhaji Sadiq Usman Member

   • Alhaji Sani Umar Member

   • Alhaji Auwalu Muktari Member

   Meetings

   The Committee meets quarterly and additional meetings are convened as required. The Committee met four

   (4) times during the financial year ended March 31, 2025.

   Name	23-Jul-24	24-Aug-24	07-Nov-24	26-Feb-25
   Alhaji Y. O Olalekan	Yes	Yes	Yes	Yes
   Alhaji Sadiq Usman	Yes	Yes	Yes	Yes
   Alhaji Sani Umar	Yes	No	Yes	No
   Alhaji Auwalu Muktari	Yes	No	Yes	No

   Yes- Present No- Absent

10. Board Remuneration and Governance Committee

    This Committee is responsible for the approval of human resource matters, identification and nomination of candidates for appointment to the Board and Board governance issues such as annual evaluation of the performance of the Managing Director and the Board, induction and continuous education, approval of promotion of top management staff, corporate governance, succession planning, conflict of interest situations and compliance with legal and regulatory provisions. The Board Remuneration Committee has the responsibility of setting the principles and parameters of Remuneration Policy across the company, determining the policy of the company on the remuneration of the Managing Director and other Executive Directors and the specific remuneration packages and to approve the policy relating to all remuneration schemes and long-term incentives for employees of the company.

    Composition

    Name Designation

    • Mr. Paul M Gbededo Chairman

    • Alhaji Sani Umar Member

    • Alhaji Abdul Ganiyu Sani Member

    • Mr. Joseph Umolu Member

    Meetings

    The Committee is required to meet at least twice a year, and additional meetings may be convened as the need arises. The Committee met twice during the financial year ended March 31 2025

    	23-Jul-24	04-Nov-24
    Mr. Paul M Gbededo	Yes	Yes
    Alhaji Sani Umar	Yes	Yes
    Alhaji Abdul Ganiyu Sani	Yes	Yes
    Mr. Joseph Umolu	Yes	Yes

11. Statutory Audit Committee

    This Committee is responsible for ensuring that the company complies with all the relevant policies and procedures both from the regulators and as laid down by the Board of Directors. Its major functions include the approval of the annual audit plan of the internal auditors, review and approval of the audit scope and plan of the external auditors, review of the audit report on internal weaknesses observed by both the internal and external auditors during their respective examinations and to ascertain whether the accounting and reporting policies of the company are by legal requirements and agreed ethical practices.

    The Committee also reviews the company's annual and interim financial statements, particularly the effectiveness of the company's disclosure controls and systems of internal control as well as areas of judgment involved in the compilation of the company's results.

    The Committee is responsible for the review of the integrity of the company's financial reporting and oversees the independence and objectivity of the external auditors, reviews and ensures that adequate whistle-blowing procedures are in place and that a summary of issues reported is highlighted to the Committee and review the independence of the external auditors and ensure that where non-audit services are provided by the external auditors and there is no conflict of interest. The Committee has access to external auditors to seek explanations and additional information, while the internal and external auditors have unrestricted access to the Committee, which ensures that their independence is in no way impaired.

    The Committee is made up of two (2) Non-Executive Directors and three (3) Shareholders of the company appointed at the Annual General Meetings. The membership of the Committee at the Board level is based on the relevant experience of the Board members, while one of the shareholders serves as the Chairman of the Committee. The internal and external auditors are invited from time to time to attend the Meetings of the Committee. The Chief Financial Officer and appropriate members of Management also attend the meetings upon invitation. The Committee is required to meet quarterly and additional meetings may be convened as the need arises.

    Composition

    Pursuant to section 404 of the Companies and Allied Matters Act (CAMA), 2020, the Companies Audit Committee comprises:

    - Alhaji Bello Umar Gwangwazo	Shareholder's representative	Chairman
    - Alhaji Lawan Sule Garo	Shareholder's representative	Member
    - Alhaji Sadiq A. Uthman	Shareholder's representative	Member
    - Alhaji Sani Umar	Non-executive director	Member
    - Alhaji Auwalu Muktari	Non-executive director	Member

    Meetings

    The Statutory Audit Committee of the Company met four (4) times during the year. The following members

    Members of the Statutory Audit Committee receive regular reports and updates on financial matters and internal control reviews from internal and external auditors. A summary of record of attendance at Statutory Audit Committee meetings held during the financial year ended 31 March 2025 is shown below:

    Name	27-May-24	25-Jul-24	22-Oct-24	22-Jan-25
    Alhaji Bello Umar Gwangwazo Alhaji Sani Umar Mallam Abdul Ganiyu Sani Alhaji Sadiq A. Uthman Dr. Mohammed Jibrulla Alhaji Auwalu Muktari	Yes Yes Yes Yes Yes Yes	Yes Yes Yes Yes Yes Yes	Yes Yes Yes Yes Yes Yes	Yes Yes Yes Yes Yes Yes

    Yes- Present No- Absent

12. Code of Business Conduct

    In demostration of strong commitment to best practices in corporate governance, integrity and high ethical standards in all aspects of our business, the Company has a Code of Conduct in place which is consistent with that of the parent company. Apart from being in line with current global trends, the Company's Code of Conduct also aligns with the requirements of regulatory authorities.

    Through the provisions of the Code, the Company instills in its Directors and Employees the need to maintain high standard of corporate values, transparency, accountability, professionalism and promote good corporate governance.

13. Whistle Blowing

    Under the Company's whistle blowing policy and procedures, employees and other stakeholders including third parties are encouraged to report any observed or suspected acts of fraud, corruption or other irregularities, orally or anonimously contact the independent helpline by telephone or online without fear of reprisal or recrimination.

    The company guarantees that the identity of the reporting individual or organization shall be accorded utmost protection and the report timeously investigated and treated.

14. Shareholders

    The General Meeting of the company is the highest decision-making body of the company. The company's General Meetings are conducted transparently and fairly. Shareholders have the opportunity to express their opinions on the company's financial results and other issues affecting the company. The Annual General Meetings are attended by representatives of regulators such as the Corporate Affairs Commission, the Securities and Exchange Commission, and the Nigerian Stock Exchange, as well as representatives of Shareholder

    The company has an Investors Relations Unit, which deals directly with inquiries from shareholders and ensures that Shareholders' views are escalated to Management and the Board. In addition, quarterly, half-yearly, and annual financial results are published in widely-read national newspapers.

15. Protection of Shareholders' Rights

    Statutory and general rights of shareholders are protected at all times, particularly their right to vote at general meetings. All shareholders are treated equally, regardless of the volume of shareholding or social status.

16. The Company Secretary

The Company Secretary provides a point of reference and support for all Directors. The Company Secretary also consults regularly with Directors to ensure that they receive the required information promptly. The Board may obtain information from external sources, such as consultants and other advisers, if there is a need for outside expertise, via the Company Secretary or directly.

The Company Secretary is also responsible for assisting the Board and Management in the implementation of the Code of Corporate Governance of the company, coordinating the orientation and training of new Directors and the continuous education of Non-Executive Directors; assisting the Chairman and Managing Director to formulate an annual Board Plan and with the administration of other strategic issues at the Board level; organizing Board meetings and ensuring that the minutes of Board meetings are clearly and properly capture Board discussions and decisions.

The company meets the costs of independent professional advice obtained jointly or severally by a Director or Directors where such advice is necessary to enable the obligations imposed on an individual, through membership of the Board, to be properly fulfilled.

Theophilus Ogwuche Company Secretary FRC/2019/ICAN/00000019501

26, Post Office Road, Kano Nigeria

30 May, 2025.

The Directors accept responsibility for the preparation of the annual financial statements that give a true and fair view in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and in the manner required by the Companies and Allied Matters Act, 2020 and the Financial Reporting Council (FRC) of Nigeria (Amendment)Act, 2023.

The Directors further accept responsibility for maintaining adequate accounting records as required by the Companies and Allied Matters Act, 2020 and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement whether due to fraud or error.

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. Adrian Naidoo Alhaji Y. Olalekan A. Saliu

Managing Director Director

FRC/2023/POR/DIR/071/023658 FRC/2013/ICAN/00000003595

30 May, 2025. 30 May, 2025.

Further to the provisions of section 405 of the Companies and Allied Matters Act (CAMA), 2020, we, the Managing Director and Chief financial Officer, hereby certify the financial statements of Northern Nigeria Flour Mills Plc for the year ended 31 March 2025 as follow:

1. That we have reviewed the audited financial statements of the Company for the year ended 31 March 2025.

2. That the audited financial statements do not contain any untrue statement of material fact or omit to state a material fact which would make the statements misleading, in the light of the circumstances under which such statement was made.

3. That the audited financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operation of the Company as of and for, the year ended 31 March 2025.

4. That we are responsible for establishing and maintaining internal controls and have designed such internal controls to ensure that material information relating to the Company is made known to me by other officers of the companies, during the year end 31 March 2025.

5. That we have evaluated the effectiveness of the Company's internal controls within 90days prior to the date of audited financial statements, and certify that the Company's internal controls are effective as of that date.

6. That there were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my evaluation, including any corrective action with regard to significant deficiencies and material weaknesses.

7. That we have disclosed the following information to the Company's Auditors and Audit Committee:

   1. there are no material 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 have identified for the Company's Auditors any significant weaknesses in internal controls, and

(ii ) there is no fraud that involves management or other employees who have a significant role in the Company's internal control

Mr. Adrian Naidoo Emmanuel N. Odigie

Managing Director Chief Financial Officer

FRC/2023/POR/DIR/071/023658 FRC/2013/ICAN/00000004286

30 May, 2025. 30 May, 2025.

Statutory Audit Committee Report

In compliance with section 404(7) of the Companies and Allied Matters Act, 2020 (CAMA), the Audit Committee received the Audited Financial Statements for the year ended 31 March 2025 together with the Management letter from the External Auditors and Management response thereto at the duly convened meeting of the committee.

We reviewed the scope and planning of the audit requirements and found them adequate.

After due consideration the Committee accepted the report of the External Auditors that the financial statements give a true and fair view of the state of affairs of the company's financial affairs as at 31 March 2025 having been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards) and in the manner required by the Companies and Allied Matters Act (CAMA), 2020 and the Financial Reporting Council (FRC) of Nigeria (Amendment) Act, 2023. The Committee reviewed Management's response to the External Auditors findings in the Management Letter and we are satisfied with the Management response.

The Committee considered and approved the provision made in the Financial Statements for the remuneration of the External Auditors.

We confirm that the internal control system was constantly and effectively monitored through effective internal audit function. The External Auditors confirmed that they received full cooperation from Management in the course of their statutory audit.

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

Other Members Alhaji Sani Umar

Alhaji Lawan Sule Garo Alhaji Sadiq A. Uthman Alhaji Auwalu Muktari

Kano, Nigeria

I, Adrian Naidoo certify that:

1. I have reviewed the Report on the Effectiveness of Internal Control over Financial Reporting as of 31 March 2025 of Northern Nigeria Flour Mills Plc. ("the Company")

2. Based on my 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 my 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. The Company's other certifying officer and I:

   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 IFRS Accounting Standards;

   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. The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control system, to the Company's auditors and the audit committee that:

   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 Company's ability to record, process, summarize and report financial information; and