Northern Nigeria Flour Mills : N NIG. FLOUR MILLS PLC.- AUDITED FINANCIAL STATEMENT FOR 2023

Northern Nigeria Flour Mills Plc

Annual report

for the year ended 31 March 2023

Northern Nigeria Flour Mills Plc

Annual report for the year ended 31 March 2023

Index

Page

Corporate information	2
Report of The Directors	3
Corporate Governance Report	7
Statement of Directors' Responsibilities in Relation to the Financial Statements	13
Statement of Corporate Responsibility for the Financial Statements	14
Audit Committee Report	15
Independent Joint Auditors' Report	16
Statement of Financial Position	19
Statement of Profit or Loss and Other Comprehensive Income	20
Statement of Changes in Equity	21
Statement of Cash Flows	22
Notes to the Financial Statements	23
Other National Disclosures	76
Value Added Statement	77
Five Year Financial Summary	78

1

Northern Nigeria Flour Mills Plc

Annual report for the year ended 31 March 2023

Corporate information

Country of incorporation and domiciliation

Nature of business and principal activities

Directors

Nigeria

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

Alhaji Rabiu Mohammed Gwarzo, OON

Mr. John G . Coumantaros (American)

Alhaji Sani Umar

Mr. Paul M. Gbededo

Alhaji Y. Olalekan A. Saliu

Mallam Abdul Ganiyu Sani

Mr. Jack Cwach (American)

Dr. Jibrilla Mohammed

Alhaji Sadiq Usman

Mr. Adrian Naidoo

Mr. Omoboyede O. Olusanya

Company registration number	RC. 9409
Tax identification number	00845598-0001
Registered office	15 Maimalari Road,
	Bompai Industrial Estate,
	Kano.
Postal address	P.O. Box 6640
	Kano
Holding company	Flour Mills of Nigeria Plc.
	Incorporated in Nigeria
Bankers	Access Bank Plc
	First Bank of Nigeria Limited
	Guaranty Trust Bank Plc
	Sterling Bank Plc.
	Union Bank of Nigeria Plc
	Zenith Bank Plc
Independent Joint Auditors	KPMG Professional Services
	KPMG Tower
	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
Company secretary	Theophilus Ogwuche
	26, Post Office Road, Kano
Solicitor	Messrs J. B. Majiyagbe & Co.
	4, Human Rights Avenue
	P.O. Box 726, Kano.

2

Northern Nigeria Flour Mills Plc

Annual report for the year ended 31 March 2023

Report of The Directors

The directors have pleasure in submitting their report on the annual report of Northern Nigeria Flour Mills Plc for the year ended March 31, 2023.

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 Flour Mills of Nigeria Plc which holds 59.6% of the Company's equity. 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-23	31-Mar-22
	₦'000	₦'000
Revenue	16,161,840	15,232,820
Operating profit	567,738	388,072
Profit before taxation	462,061	184,527
Profit for the year	272,820	80,668
Total comprehensive income for the year	3,765,898	93,424

4. Dividend

The Directors are pleased to recommend to shareholders at the forthcoming annual general meeting the declaration of a total of N62.4million (2022: N44.6million) representing a dividend of N0.35 (2022: N0.25) per ordinary share of 50 kobo each. This dividend, if approved, is 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 1. The directors who served during the year are as follows:

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

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Northern Nigeria Flour Mills Plc

Annual report for the year ended 31 March 2023

Report of The Directors (Cont'd)

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-23	31-Mar-22
Director	Direct	Indirect	Direct	Indirect
Alhaji (Dr) Aminu Dantata, CON	-	-	1,216,782	11,661,114
Mr. John G . Coumantaros	-	-	-	-
Alhaji Rabiu Mohammed Gwarzo, OON	609,598	-	609,598	-
Alhaji Sani Umar	237,363	-	237,363	-
Mallam Abdul Ganiyu Sani	-	-	-	-
Dr. Jibrilla Mohammed	-	-	-	-
Alhaji Y. Olalekan A. Saliu	97,881	-	97,881	-
Alhaji Sadiq Usman	-	-	-	-
Mr. Paul M. Gbededo	-	-	-	-
Mr. Jack Cwach	-	-	-	-
Mr. Adrian Naidoo	-	-	-	-
	944,842	-	2,161,624	11,661,114

7. Parent company

The Company's holding company is Flour Mills of Nigeria Plc which holds 59.6% (2022: 53%) of the company's equity. Flour Mills of Nigeria Plc is incorporated in Nigeria. The ultimate controlling parent is 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.

8. Substantial interest in shares

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

	31-Mar-23	31-Mar-22
	Number of		Number of
	shares	%	shares	%
Flour Mills of Nigeria Plc	106,206,273	59.60	94,545,159	53.06
Northern Nigeria Investment Limited	12,955,000	7.27	12,955,000	7.27
Dantata Investments & Securities Limited	-	-	11,661,114	6.54

9. Directors'Responsibilities

The Directors are responsible for the preparation of financial statements which give a true and fair view in accordance with IFRS Standards as issued by the International Accounting Standards Board (IFRS Standards) and in the manner required by the Companies and Allied Matters Act, 2020 (CAMA) and the Financial Reporting Council of Nigeria (FRCN) Act, 2011. In doing so, they ensure that:

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