Flour Mills of Nigeria Plc
Annual Report
31 March 2024
Flour Mills of Nigeria Plc | |
Annual Report | |
31 March 2024 | |
Contents | Page |
Board of Directors, Officers and Other Corporate Information | 2 |
Mission and Vision Statement | 3 |
Group Performance Highlight | 4 |
Report of The Directors | 5 |
Corporate Governance Report | 13 |
Statement of Directors' Responsibilities in relation to the Consolidated and Separate Financial Statements | 24 |
Statement of Corporate Responsibility for the Consolidated and Separate Financial Statements | 25 |
Certification of Management assessment of Internal Control over Financial Reporting | 26 |
Management's report on the effectiveness of Internal Control over Financial Reporting | 27 |
Audit Committee Report | 28 |
Independent Auditor's Limited Assurance Report on Internal Control over Financial Reporting | 29 |
Independent Auditor's Report | 31 |
Consolidated and Separate Statements of Financial Position | 36 |
Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income | 38 |
Consolidated Statement of Changes in Equity | 39 |
Separate Statement of Changes in Equity | 40 |
Consolidated and Separate Statements of Cash Flows | 41 |
Notes to the Consolidated and Separate Financial Statements | 42 |
Other National Disclosures: | |
- Consolidated and Separate Statements of Value Added | 143 |
- Five Year Financial Summary | 145 |
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Flour Mills of Nigeria Plc
Annual Report
31 March 2024
Board of Directors, Officers and Other Corporate Information
Board of Directors: | Mr. John George Coumantaros | Chairman (US Citizen) |
Mr. Paul Miyonmide Gbededo | Vice-Chairman | |
Mr. Omoboyede Oyebolanle Olusanya | Group Managing Director | |
Prof. Jerry Gana, CON | ||
Mr. Alfonso Garate | (Spanish) | |
Alhaji Rabiu M. Gwarzo, OON | ||
Mr. Ioannis Katsaounis | (Greek) | |
Mr. Thanassis Mazarakis | (Greek) | |
Mr. Foluso O. Phillips | ||
Alhaji Y. Olalekan A. Saliu | ||
Mr. Folarin R. A. Williams | ||
Dr (Mrs.) Salamatu Hussaini Sulaiman | ||
Mrs. Juliet Anammah | ||
Mr. Muhammad K. Ahmad, OON | ||
Ms. Yewande Sadiku | ||
Company Secretary | Mr. Joseph Odion Umolu | |
Registration number | RC 2343 | |
Tax identification number | 00136700-0001 | |
Date of incorporation | 29 September 1960 | |
Independent Auditor | KPMG Professional Services | |
KPMG Tower | ||
Bishop Aboyade Cole Street | ||
Victoria Island | ||
Lagos | ||
Registered office | 1, Golden Penny Place, | |
Wharf Road | ||
Apapa, | ||
Lagos | ||
Registrars and Transfer office | Atlas Registrars Ltd | |
34 Eric Moore Road, | ||
Iganmu, | ||
(Bagco Building) | ||
P.O.Box 341, Apapa, | ||
Lagos | ||
Principal Bankers | Access Bank Plc | Heritage Bank Plc |
Access Bank UK | Bank of Agriculture | |
Citibank Nigeria Limited | Nova Merchant Bank Limited | |
Coronation Merchant Bank | Credit Suisse | |
Ecobank Nigeria Limited | Stanbic IBTC Bank Plc | |
First Bank of Nigeria Merchant Bank | FSDH Merchant Bank Limited | |
Fidelity Bank Plc | Union Bank of Nigeria Plc | |
First Bank of Nigeria Limited | United Bank for Africa Plc | |
First City Monument Bank Plc | Wema Bank Plc | |
Globus Bank Limited | Zenith Bank Plc | |
Guaranty Trust Bank Plc | Greenwich Merchant Bank Limited | |
Keystone Bank | Providus Bank Plc | |
Polaris Bank Limited | Rand Merchant Bank | |
Standard Chartered Bank Plc | Star Microfinance Bank | |
Sterling Bank Plc | Suntrust Bank Nigeria Limited | |
Zenith Bank UK |
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Flour Mills of Nigeria Plc
Annual Report
31 March 2024
Mission & Vision Statement
Our Vision
Our Mission
Our Goals
To be the leading food and agro-allied group in Africa
To produce and supply products of superior quality and value to the market enriching the lives of consumers, communities, employees and all stakeholders
To be a customer-centric company.
To be focused on both product and process innovation.
Always seek to build value for all stakeholders.
Our Purpose | Feeding the nation, everyday |
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Flour Mills of Nigeria Plc
Annual Report
31 March 2024
GROUP PERFORMANCE | Increase/ | ||||
HIGHLIGHT | |||||
31-Mar-24 | 31-Mar-23 | (Decrease) | |||
N'000 | N'000 | % | |||
Continuing operations | |||||
Revenue | 2,291,561,452 | 1,539,654,788 | 49 | % | |
Profit before minimum tax | 3,952,454 | 42,752,114 | (91) | % | |
Minimum taxation | (4,189,142) | (2,969,506) | 41 | % | |
(Loss)/profit before taxation | (236,688) | 39,782,608 | (101) | % | |
Income tax credit/(expense) | 3,781,441 | (10,278,323) | (137) | % | |
Profit for the year | 3,544,753 | 29,504,285 | (88) | % | |
Other comprehensive income net of tax | 13,012,965 | 1,937,296 | 572 | % | |
Total comprehensive income | 16,557,718 | 31,441,581 | (47) | % | |
Profit/(loss) attributable to: | |||||
Owners of the Company | 257,181 | 29,732,507 | (99) % | ||
Non-controlling Interest | 3,287,572 | (228,222) | (1,541) | % | |
Share capital | 2,050,197 | 2,050,197 | 0 | % | |
Shareholder's funds | 233,650,447 | 225,224,887 | 4 % | ||
Proposed dividend | 7,380,712 | 9,225,887 | (20) % | ||
Weighted average number of shares ('000) | 4,100,394 | 4,100,394 | 0 | % | |
Market capitalisation | 159,915,366 | 127,317,234 | 26 % | ||
Per share data (kobo) | |||||
Basic earnings per share | 6 | 725 | (99) | % | |
Diluted earnings per share | 6 | 725 | (99) | % | |
Dividend | 180 | 225 | (20) % | ||
Dividend cover | 0.03 | 3.22 | (99) | % | |
Market price per share at 31 March | 3,900 | 3,100 | 26 | % | |
Other Data | |||||
Number of employees (Group) | 5,404 | 5,919 | (9) % | ||
Number of employees (Company) | 3,744 | 3,839 | (2) % |
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Flour Mills of Nigeria Plc
Directors' Report
Annual Report 31 March 2024
Report of The Directors
For the year ended 31 March 2024
1. Accounts
The Directors are pleased to present the annual report together with the audited consolidated and separate financial statements of Flour Mills of Nigeria Plc ("the Company" or "FMN") and its subsidiaries (together, "the Group") for the year ended 31 March 2024.
2. Legal form
The Company was incorporated in Nigeria on 29 September 1960 as a private limited liability company and converted to a public liability company in November, 1978. The shares are currently quoted on Nigerian Exchange Limited (NGX).
3. Principal activities
The Group is primarily engaged in flour milling; production of pasta, noodles, edible oil and refined sugar; production of livestock feeds; farming and other agro-allied activities; distribution and sale of fertilizer; manufacturing and marketing of laminated woven polypropylene sacks and flexible packaging materials; operation of Terminals A and B at the Apapa Port; customs clearing, development of real estate properties for rental purposes, forwarding and shipping agents and logistics.
4. Results | Group | Company | ||||||||
31-Mar-24 | 31-Mar-23 | 31-Mar-24 | 31-Mar-23 | |||||||
N '000 | N '000 | N '000 | N '000 | |||||||
Revenue | 2,291,561,452 | 1,539,654,788 | 1,346,992,354 | 923,015,713 | ||||||
Operating profit | ||||||||||
208,129,636 | 129,244,551 | 106,260,058 | 64,087,506 | |||||||
Profit before minimum taxation | 3,952,454 | 42,752,114 | 18,253,955 | 32,252,805 | ||||||
Profit for the year | 3,544,753 | 29,504,285 | 16,817,754 | 14,173,904 | ||||||
Total comprehensive income | for | |||||||||
16,557,718 | 31,441,581 | 19,738,455 | 15,965,572 | |||||||
the year | ||||||||||
5. Dividend
The Directors are pleased to recommend to shareholders at the forthcoming annual general meeting the declaration of a total of N7.38 billion (2023: N9.23 billion ) representing a dividend of N1.80 (2023: N2.25) per ordinary share of 50 kobo each. This dividend, if approved by the shareholders, is subject to deduction of appropriate withholding tax.
6. Directors and directors' interests
The names of Directors who are currently in office are detailed on page 6.
In accordance with the Company's Articles of Association, the following Directors are due to retire and, being eligible, offer themselves for re-election at the next Annual General Meeting:
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Directors' Report
Retiring by rotation:
Mr. John Coumantaros
Prof. Jerry Gana CON
Mr. Alfonso Garate
Alh. Rabiu M. Gwarzo OON
Ms. Yewande Sadiku
7. Profile of Directors seeking re-election
Profile of Directors seeking re-election or confirmation at the Annual General Meeting:
Mr. John Coumantaros
Prof. Jerry Gana CON
Mr. Alfonso Garate
Alh. Rabiu M. Gwarzo OON
Ms. Yewande Sadiku
Flour Mills of Nigeria Plc
Annual Report
31 March 2024
Mr. John Coumantaros
Mr. John G. Coumantaros is the Chairman, Board of Directors, of Flour Mills of Nigeria Plc (FMN). Mr. Coumantaros, an experienced and successful entrepreneur, sitting on the Board of several international companies, was born in 1961. He graduated from Yale University with a B.A. Degree in History in 1984. Mr. Coumantaros began his long relationship with FMN in 1984 and was appointed to FMN's Board as a non- executive Director in 1990. He served as a Non-Executive Vice Chairman of the Company since 2012 before his present appointment as Chairman of FMN Board of Directors on 10 September 2014. He also sits on the Board of Oxbow Carbon LLC, a leading international energy company and is a director of ELBISCO a fast- moving consumer food business in Athens, Greece.
Mr. John Coumantaros has over 30 years of experience in international trade, logistics, manufacturing, and
industry and is passionately dedicated to continuing the evolution of FMN with its Golden Penny Food Brands
as one of the leading fast-moving consumer food companies and largest agro-allied concerns in Nigeria.
Prof. Jerry Gana CON
Professor Jerry Gana (a Commander of the Order of the Niger), graduated from Ahmadu Bello University, Zaria in 1970 with a B.A (Hons) Degree in Geography, and proceeded to the University of Aberdeen, Scotland, for an M.Sc. in Rural Resources Planning, leading to a Ph.D. Thesis on Market Place Systems and Rural Development in 1974.
He further obtained a Certificate in Education from the University of London, and taught at Ahmadu Bello University from 1974 to 1986, rising to the post of Professor in 1985.
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Directors' Report
Flour Mills of Nigeria Plc
Annual Report
31 March 2024
Prof. Jerry Gana has served the nation in various capacities with distinction. These include Senator of the Federal Republic; Consult Director of the Directorate of Food, Roads and Rural Infrastructure (DFPRI); Chairman of MAMSER; Minister of Agriculture and Natural Resources; Minister of Information and Culture ; Minister of Cooperation and Integration in Africa; and Minister of Information and National Orientation. He served as the Pro-Chancellor and Chairman of Council of the University of Lagos, UNILAG; Pro-Chancellor of Kwararafa University, Wukari; Chancellor, University of Mkar, Gboko; Promoter Proposed Walter Miller University, Diko; and Founder Cornerstone University of Technology, Bida. He is currently the Chairman of the Planning and Implementation Committee of Anglican University of Technology, Kweita - Abuja.
Mr. Alfonso Garate
Mr. Alfonso Garate, a Spanish national born in 1969 joined the Board of Flour Mills of Nigeria Plc as a Non- Executive Director on Wednesday 11 March 2015. He holds a Bachelor of Economics and Business Administration Degree from University Pontificia Comillas - ICADE, Madrid, Spain (1992) and attended Harvard Business School - Advanced Management Program (2009). He is also an alumnus of IMD (International Institute for Management Development) Business School of Post Graduate Studies in Lausane, Switzerland (2005 - 2007).
A very experienced professional in business development in emerging markets with strong capabilities in general management, business strategy, corporate finance, structured finance and international trading and shipping.
Mr. Garate started his career in investment banking and telecom institutions where he held numerous positions. Thereafter, he proceeded to Holcim Ltd where he held different management positions and subsequently became the Chief Executive Officer of Holcim Trading SA, the worldwide leader trading and shipping organization for cementitious and building materials.
Alh. Rabiu M. Gwarzo OON
Alhaji Rabiu M. Gwarzo, OON, Non-Executive Chairman of Northern Nigeria Flour Mills Plc started his educational career with a brief stint at Bayero University Kano and proceeded to West Ham College and North East London Polytechnic, both in London where he studied Commercial Accounting between 1972 and 1975. He
holds a Certificate in Accounting and Finance from the University of Strathclyde, Glasgow, Scotland (1982).
He joined Northern Nigeria Flour Mills Plc as an Accountant in 1985, rose to the position of Deputy Managing Director in 1991; Managing Director in 1997, and was elevated to the position of Vice-Chairman of the Company in 2011. Alhaji Rabiu, (an Officer of the Order of Niger), who joined the Board of Flour Mills of Nigeria Plc as a non-executive member on 8 December 2009, is also a member of Kano Peace Development Initiative and Royal Exchange General Insurance Limited.
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Flour Mills of Nigeria Plc
Directors' Report
Ms. Yewande Sadiku
Annual Report 31 March 2024
Yewande Sadiku is an investment professional with 28 years of experience in investment banking and public service. She has a strong track record of high performance and principled leadership.
Yewande is currently Head of Investment Banking, International at Standard Bank Group. She is also the Chairman of the Board of Trustees of the Investors' Protection Fund of Nigerian Exchange Limited. She is a regular speaker on the investment facilitation for sustainable development. She was Executive Secretary/CEO of the Nigerian Investment Promotion Commission (NIPC) Nigeria's national investment promotion agency from November 2016 to September 2021, where she worked on institutional reforms aimed at proactive investment promotion and embedding a culture of governance and proactive accountability. Her efforts earned NIPC first place in the 2021 national awards for compliance and transparency, up from the 90th position when she assumed office in 2016.
Yewande spent the previous 23 years in banking and was Executive Director for Stanbic IBTC's Corporate and Investment Banking business. She led a multi-disciplinary team to deliver business opportunities in Nigeria's complex operating environment while managing key relationships with regulators and leading corporate and multinational clients.
As Executive Producer of Half of a Yellow Sun (2014), Yewande raised over $8m to fund the full feature film. She was awarded the Eisenhower Fellowship for International Leadership in May 2010.
8. Directors' Responsibilities
The Directors are responsible for the preparation of consolidated and separate 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 (CAMA), 2020 and the Financial Reporting Council 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 and prudent.
- The going concern basis is used, unless it is inappropriate to presume that the Company will continue in business.
- Internal control procedures are instituted which, as far as is reasonably possible, safeguard the assets, prevent and detect fraud and other irregularities.
9. Directors' interests in shares
The Directors' interests in the issued share capital of the Company as recorded in the Register of members and/or as notified by them for the purpose of Section 301 of CAMA 2020 and disclosed in accordance with Section 385 also of CAMA 2020 are as follows:
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Flour Mills of Nigeria Plc | |||||
Annual Report | |||||
Directors' Report | 31 March 2024 | ||||
Interests in shares | |||||
Director | 31-Mar-24 | 31-Mar-23 | |||
Direct | Indirect | Direct | Indirect | ||
Mr. John G. Coumantaros* | - | 2,597,314,890 | - | 2,597,314,890 | |
Mr. Paul Miyonmide Gbededo | 10,836,154 | - | 10,836,154 | - | |
Mr. | Omoboyede Oyebolanle | - | - | - | - |
Olusanya | |||||
Prof. Jerry Gana, CON | 44,000 | - | 44,000 | - | |
Mr. Ioannis Katsaounis** | 3,561,512 | 8,295,673 | 3,561,512 | 8,295,673 | |
Mr. Thanassis Mazarakis | - | - | - | - | |
Mr. Folarin R. A. Williams | 30,082 | - | 30,082 | - | |
Alhaji Rabiu M. Gwarzo, OON | 199,722 | - | 199,722 | - | |
Alhaji Y. Olalekan A. Saliu | 1,235,699 | - | 1,235,699 | - | |
Mr. Foluso O. Phillips | - | - | - | - | |
Mr. Alfonso Garate | - | - | - | - | |
Dr. | (Mrs.) Salamatu Hussaini | - | - | - | - |
Sulaiman | |||||
Mrs. Juliet Anammah | - | - | - | - | |
Mr. Muhammad K. Ahmad, OON | - | - | - | - | |
Ms. Yewande Sadiku | - | - | - | - |
*Mr. John G. Coumantaros represents Excelsior Shipping Company Limited. See Note 1.4 of the consolidated and separate financial statements.
**Mr. Ioannis Katsaounis owns these shares indirectly through Windward Transport Company.
10. Substantial Interest in shares
The Registrar has advised that according to the Register of Members on 31 March 2024, apart from Excelsior
Shipping Company Limited with 2,597,314,890 (2023: 2,597,314,890), representing 63.34% of the paid up share
capital, no other individual shareholder held up to 5% of the issued share capital of the Company.
11. Analysis of Shareholding Structure As at 31 March, 2024:
No of | No of shares | ||||||
Share Range | shareholders | Percentage (%) | held | Percentage (%) | |||
1-1,000 | 29,550 | 36.34 | 11,842,252 | 0.29 | |||
1,001-5,000 | 38,885 | 47.81 | 92,841,342 | 2.26 | |||
5,001-10,000 | 5,734 | 7.05 | 40,584,581 | 0.99 | |||
10,001-50,000 | 5,300 | 6.52 | 113,174,380 | 2.76 | |||
50,001-100,000 | 827 | 1.02 | 59,561,907 | 1.45 | |||
100,001-500,000 | 778 | 0.96 | 165,573,836 | 4.04 | |||
500,001-1,000,000 | 120 | 0.15 | 87,789,000 | 2.14 | |||
1,000,001 and above | 130 | 0.16 | 3,529,028,308 | 86.07 | |||
81,324 | 100 | 4,100,395,606 | 100 |
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Flour Mills of Nigeria plc published this content on 02 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2024 18:13:00 UTC.