DANGOTE SUGAR REFINERY : QUARTER 5 - FINANCIAL STATEMENT FOR 2023

Dangote Sugar Refinery Plc

Annual Report and Financial Statements

for the year ended December 31, 2023

Dangote Sugar Refinery Plc

Annual Report and Financial Statements for the year ended December 31, 2023

Index

The reports and statements set out below comprise the consolidated and separate financial statements presented to the shareholders:

Contents	Page
General Information		1
Report of the Directors		2
Corporate Governance Report		7
Report of the Audit Committee		18
Statement of Directors' Responsibilities		19
Statement of Corporate Responsibility for the Financial Statements		20
Management's report on the assessment of Internal Control over Financial Reporting		21
		22
Independent practitioner's report		23
Independent auditor's report		25
Consolidated and separate statements of financial position		30
Consolidated and separate statements of profit or loss and other comprehensive income		31
Consolidated and separate statements of changes in equity		32
Consolidated and separate statements of cash flows		33
Notes to the consolidated and separate financial statements	34	- 82
Other National Disclosures:
Statement of Value Added	83	- 84
Five-year Financial Summary	85	- 86

Dangote Sugar Refinery Plc

Annual Report and Financial Statements for the year ended December 31, 2023

General Information

Country of incorporation and domicile	Nigeria
Nature of business and principal activities	Refining of raw sugar into edible sugar and selling of refined sugar
Chairman	Alh. Aliko Dangote (GCON)
Group Managing Director/CEO	Mr. Ravindra Singhvi
Non Executive Director	Hajiya Mariya Dangote
Director	Mr. Olakunle Alake
Director	Mr. Uzoma Nwankwo
Director	Ms. Bennedikter Molokwu
Director	Prof. Konyinsola Ajayi
Director	Alh. Abdu Dantata
Director	Ms. Maryam Bashir
Independent Director	Mrs. Yabawa Lawan Wabi
Registered office	GDNL Administrative Building
	Terminal E, Shed 20
	NPA Apapa Wharf Complex
	Apapa
	Lagos
Holding company	Dangote Industries Limited, incorporated in Nigeria
Ultimate holding company	Greenview International Corp. Cayman Island
Auditors	PricewaterhouseCoopers
	(Chartered Accountants)
	Landmark Towers
	Plot 5B, Water Corporation Road
	Victoria Island
	Lagos
Bankers	Access Bank Plc
	Coronation Merchant Bank
	Ecobank Plc
	Fidelity Bank Plc
	First Bank of Nigeria Limited
	First City Monument Bank Plc
	FSDH Merchant Bank
	Globus Bank Ltd
	Greenwich Merchant Bank
	Guaranty Trust Bank Plc
	Jaiz Bank Plc
	Keystone bank Limited
	Providus bank Plc
	Rand Merchant Bank
	Stanbic IBTC Bank Plc
	Standard Chartered Bank Nigeria Limited
	Sterling Bank Plc
	Union Bank of Nigeria Plc
	Unity Bank Plc
	United Bank for Africa Plc
	Wema Bank Plc
	Zenith Bank Plc
Company Secretary/Legal Adviser	Mrs. Temitope Hassan
	3rd Floor, GDNL Administrative Building
	Terminal E, Shed 20
	NPA Apapa Wharf Complex
	Apapa
	Lagos
Registrars	Veritas Registrars Limited
	Plot 89A Ajose Adeogun Street
	Victoria Island
	Lagos

1

Dangote Sugar Refinery Plc

Annual Report and Financial Statements for the year ended December 31, 2023

Report of the Directors

In compliance with the Companies & Allied Matters Act, 2020, the Directors of Dangote Sugar Refinery PLC (DSR/The Company) are pleased to present this Report on the affairs of the Company and the Audited Financial Statements for the financial year ended 31st December, 2023.

1 Corporate structure and business History

Dangote Sugar Refinery PLC was established in 1999 and commenced its sugar business in the year 2000 as a division within the Dangote Group held through its holding company, Dangote Industries Limited (DIL). Following a strategic decision of DIL to unbundle its various operations, DSR was incorporated as a public limited liability company in 2005. The restructuring was completed in January 2006, following the court sanction of the scheme of arrangement wherein all the assets, liabilities and undertakings of the erstwhile sugar division of DIL were transferred to DSR.

DSR was listed on the Nigerian Stock Exchange (now the Nigerian Exchange Group Plc) in March 2007 following an initial public offering of its shares in 2006. Pursuant to obtaining requisite shareholders and regulatory approvals, on September 1, 2020, DSR completed a Scheme of Arrangement, which successfully effected

the merger of DSR and its former subsidiary Savannah Sugar Company Limited. The Company has approximately 103,243 Shareholders with a Fund of almost N80 Billion.

The principal business activity of DSR is the refining of raw sugar to produce fortified and non-fortified granulated white sugar. The Company distributes refined white sugar to consumers and industrial customers in Nigeria. DSR has its Headquarters in Lagos, Nigeria and has an installed capacity of 1.44 million metric tons (MT) per annum with expansion plans in place.

2 Backward Integration Project (BIP)

In alignment with the Federal Government of Nigeria policy guidelines, DSR continues to focus on its Backward Integration Project (BIP) by deploying and reviewing project strategies from time to time. The 10-year sugar development plan to produce 1.5 million MT Sugar per annum from locally grown sugarcane remains a

germane roadmap to attainment of the objectives. Currently, the Company is channeling resources towards ongoing BIP in Dangote Taraba Sugar Limited, Dangote Adamawa Sugar Limited and Nasarawa Sugar Company Limited.

In line with the core objective of the National Sugar Master Plan which is for Nigeria to attain self-sufficiency in sugar production, Dangote Sugar is working on enhancing its existing refinery operations in Numan, Adamawa State, as well as developing its greenfield sites at the Nasarawa Sugar Company Project, amongst other sites. The Company intends to achieve 1.5MT annually from locally grown sugarcane.

Furthermore, upon completion of the ongoing refinery upgrade in Numan, this operation is anticipated to generate 32 megawatts of electricity through the installation of new turbines and 2 high-pressure boilers capable of producing 90 tonnes of steam per hour. Additionally, the company intends to produce ethanol and animal feed from by-products such as molasses and bagasse.

The benefits of the upgrading prospects of energy security improvement from ethanol derived from sugarcane, contribute to the reduction of greenhouse gas emissions as well as strengthen the capacity of sugar production to 9,800 metric tonnes per day.

On 29th June, 2023, Dangote Sugar (Ghana) LTD. was established in Ghana as a subsidiary of the Company in line with the mandate to expand the presence and frontiers across Africa.

3 Share Capital Structure Since Incorporation

Below is a summary of the authorized and issued share capital history of the Company since incorporation:

Year	Authorised (N)		Issued and fully paid (N)		Consideration
Date	Increase	Cumulative	increase	Cumulative		Cancelled	Cumulative
2004	50,000,000	50,000,000	500,000	500,000	Cash
2006	-	50,000,000	49,500,000	50,000,000	Scheme Shares
2006	5,950,000,000	6,000,000,000	4,950,000,000	5,000,000,000	Bonus and Stock Split
2008	-	6,000,000,000	1,000,000,000	6,000,000,000	Bonus
2020	1,500,000,000	7,500,000,000	73,439,121	6,073,439,121	Scheme Shares	*(1,426,560,879.50)	6,073,439,121

4 Analysis of Shareholding as at 31st December 2023

Range (Units)			No of Holders	Holders %	Holders Cum	Units	Units%	Units Cum
1	-	500	12,017	11.64%	12,017	2,386,704	0.02%	2,386,704
501	-	1,000	22,731	22%	34,748	15,541,482	0.13%	17,928,186
1,001	-	5,000	43,177	42%	77,925	93,024,940	0.77%	110,953,126
5,001	-	10,000	10,131	10%	88,056	71,877,825	0.59%	182,830,951
10,001	-	50,000	11,461	11%	99,517	236,706,125	1.95%	419,537,076
50,001	-	100,000	1,842	2%	101,359	127,515,108	1.05%	547,052,184
100,001	-	500,000	1,453	1%	102,812	285,476,618	2.35%	832,528,802
500,001	-	1,000,000	185	0%	102,997	138,377,946	1.14%	970,906,748
1,000,001	-	5,000,000	173	0%	103,170	346,521,526	2.85%	1,317,428,274
5,000,001	-	10,000,000	32	0%	103,202	212,368,726	1.75%	1,529,797,000
10,000,001	-	50,000,000	28	0%	103,230	605,894,975	4.99%	2,135,691,975
50,000,001	-	100,000,000	7	0%	103,237	585,062,277	4.82%	2,720,754,252
100,000,001	-	1000,000,000	4	0%	103,241	650,582,694	5.36%	3,371,336,946
1,000,000,001 -	5,000,000,000	1	0%	103,242	653,095,014	5.38%	4,024,431,960
5,000,000,001 -	9,000,000,000	1	0%	103,243	8,122,446,281	66.87%	12,146,878,241
		Grand Total	103,243	100%		12,146,878,241	100%

2

Dangote Sugar Refinery Plc

Annual Report and Financial Statements for the year ended December 31, 2023

Report of the Directors (Continued)

As at December 31, 2023, the 12,146,878,241 Ordinary Shares of N0.50 each in the issued Ordinary Share Capital of DSR were beneficially held as follows:

	No. of Ordinary
Shareholder	Shares Held	Percentage (%)
Dangote Industries Limited	8,122,446,281	66.87
Alhaji Aliko Dangote	653,095,014	5.38
Other Shareholders	3,371,336,946	27.75
TOTAL	12,146,878,241	100.00
*Except as stated above, no shareholder holds more than 5% of the issued share capital of the company.

5 Operating results

The summarised results are presented below:

	Group	Group	Company	Company
	31/12/2023	31/12/2022	31/12/2023	31/12/2022
	N'000	N'000	N'000	N'000
Gross Profit	86,303,842	91,963,038	86,303,842	91,963,038
(Loss)/Profit before Income Tax	(108,922,106)	82,302,820	(107,161,258)	81,907,076
Taxation	35,161,798	(27,560,685)	35,161,798	(27,560,685)
(Loss)/Profit for the year	(73,760,308)	54,742,135	(71,999,460)	54,346,391
Non-controlling interest	(17,608)	3,957	-	-
(Loss)/Profit attributable to owners of the Parent Company	(73,777,916)	54,746,092	(71,999,460)	54,346,391

As at the date of approval of the Consolidated Financial Statements of the Company, Dangote Sugar Refinery outlook for 2023 and beyond shows there is no going concern threat to the enterprise.

6 Board of directors

The following persons served as the Directors of the Company during the period under review:

S/N	Director	Role
1	Alhaji Aliko Dangote (GCON)	Chairman
2	Mr. Ravindra Singhvi	Group Managing Director/CEO
3	Ms. Mariya Aliko Dangote	Executive Director
4	Mr. Olakunle Alake	Non-Executive Director
5	Ms. Bennedikter Molokwu	Non-Executive Director
6	Prof. Konyinsola Ajayi, SAN	Non-Executive Director
7	Mr. Uzoma Nwankwo	Non-Executive Director
8	Alhaji Abdu Dantata	Non-Executive Director
9	Ms. Maryam Bashir	Non-Executive Director
10	Mrs. Yabawa Lawan Wabi	Independent Director

• Appointment of Directors
• 1. 
     The Board of Directors made the following appointments during the period:
  2. The appointment of Mrs. Yabawa Lawan Wabi (mni) as an Independent Non-Executive Director on the Board of the Company on February 28, 2023. Her appointment was ratified at the Annual General Meeting held on April 14, 2023.
  3. The appointment of Ms. Mariya Dangote as Executive Director on July 28, 2023. Her appointment is subject to the ratification of Members at the Annual General Meeting of the Company to receive the Audited Financial Statement for the year ended December 31, 2023.

govern the appointment of Directors.

• Retirement of Directors
  No Director retired from the Company during the year under review and no service contract is not determinable within five years. In accordance with Article eligible, hereby offer themselves for re-election.

• 
  The Directors were paid a total of N20,000,000.00 (Twenty Million Naira) as Directors fees. The Annual Fees for the Non-Executive Directors is proposed at N4million per Director. Only Non-Executive Directors are entitled to Annual fees. A resolution will be proposed to approve the payment of these amounts for the 2024 financial year.

10 Directors Code of Conduct & Ethics

The Company has a code of conduct and ethics for business which sets out the standards that Directors are expected to adhere to while conducting their fiduciary duties.

3

Dangote Sugar Refinery Plc

Annual Report and Financial Statements for the year ended December 31, 2023

Report of the Directors (continued)

1. Corporate Governance
   The Board of Directors is committed to continually ensure sustainable long-term success and implementation of corporate governance best practices within the Company. Through its oversight functions, the Board is committed to delivering value to all stakeholders in the Company whilst also driving initiative to actualise the
   The Company is very intentional at ensuring compliance with applicable laws and regulations in Nigeria such as but not limited to the Listing Rules of the Nigerian Exchange Limited, the Securities & Exchange Commission, Corporate Governance Guidelines 2020, the Nigeria Code of Corporate Governance 2018 and any other applicable corporate governance rules promulgated from time to time.
2. Fixed Assets
   Details of changes in fixed assets during the year are shown in Note 16 to the financial statements. In the opinion of Directors, the market value of the properties is not less than the value shown in the financial statements.
3. 
   In compliance with the provisions of Sections 377 and 378 of the Companies and Allied Matters Act 2020, the Directors are responsible for the preparation of the Financial Statements which give a true and fair view of the state of affairs of the Group and the profit or loss for the year.
   In so doing the Directors ensure that:
4. 1. Adequate internal control procedures are instituted to safeguard the assets, prevent and detect frauds and other irregularities
   2. Proper accounting records are maintained
   3. Applicable accounting standards are adhered to.
   4. Suitable accounting policies are adopted and consistently applied.
   5. Judgments and estimates made are reasonable and prudent and;
   6. The financial statements are prepared on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
5. Statement of Affairs
   In the opinion of the Directors, the state of the affairs is satisfactory and there has been no material change since the reporting date which would affect the financial statements as presented.
6. Direct and Indirect Interest of Directors
   The direct interest of Directors in the issued share capital of the Company as stated in the Register of Directors Shareholding and as notified by the Directors, in compliance with Sections 301 of the Companies and Allied Matters Act (CAMA) 2020 and the listing requirements of the Nigerian Exchange Limited is as follows:

S/N	DIRECTOR	31ST DECEMBER 2023		31ST DECEMBER 2022
		Direct	Indirect	Direct	Indirect
1	Alhaji Aliko Dangote (GCON)	653,095,014	Nil	653,095,014	Nil
2	Mr. Ravindra Singhvi	Nil	Nil	Nil	Nil
3	Mr. Olakunle Alake	7,194,000	Nil	7,194,000	Nil
4	Ms. Bennedikter Molokwu	1,483,400	Nil	1,483,400	Nil
5	Prof. Konyinsola Ajayi, SAN	Nil	Nil	Nil	Nil
6	Mr. Uzoma Nwankwo	384,692	Nil	384,692	Nil
7	Mr. Abdu Dantata	1,044,000	Nil	1,044,000	Nil
8	Ms. Maryam Bashir	Nil	Nil	Nil	Nil
9	Mrs. Yabawa Lawan Wabi	Nil	Nil	Nil	Nil
10	Ms. Mariya Aliko Dangote

1. 
   In compliance with Section 303 of CAMA, all contracts with related parties during the year were conducted at length. Information relating to related party transactions are contained in Note 35 of the Financial Statements
2. Employment and Employee relationship

a. Employment and Employees

Dangote Sugar Refinery PLC had a total of 2,956 staff as at December 31, 2023. The Company reviews its employment policy in line with the needs of business, and remains an equal opportunities employer, with policies that prohibit discrimination against gender, race, religion or disability to its existing and potential employees. The Company focuses on attracting and retaining outstanding talents that will add value and ensure that all stipulated high-performance indices are met.

b. Health, Safety and Environment

The Company enforces strict health and safety rules and practices in the work environment. It maintains a high standard of hygiene in all its premises by upholding excellent sanitation practices and regular fumigation exercises, which have been enhanced by the installation of pest and rodent control gadgets. Fire-fighting prevention and drills are carried out periodically, while fire-fighting equipment and alerts have been installed in the offices and plants. In addition, personal protective equipment (PPE) are provided for individual employee to enhance safety measures while at work.

Health, Safety and Environment workshops and other health awareness programs are organized for all employees from time to time to engender a safety culture on an ongoing basis.

The Company operates canteen facilities where fully paid nutritionally balanced meals are provided for staff. the Company maintained a communication line giving regular updates to staff on current health issues relating to diseases including HIV/AIDS, High Blood Pressure and other serious diseases through health talks, health assessments and information sharing.

c. Employee Training and Development

The Company remains consistent in its value proposition on human capital development for improved efficiency whilst maintaining strategic manpower advantage over competition. During the year under review, the Company invested in the training and development of its workforce through in-house and external trainings.

4

Dangote Sugar Refinery Plc

Annual Report and Financial Statements for the year ended December 31, 2023

Report of the Directors (continued)

d. Industrial/Employees Relations

The Company places premium on ensuring effective channels of communication with its employees by keeping them informed on matters affecting them and the performance of the Company. To this end, Management maintains an open-door policy whilst also ensuring accurate and timely dissemination of information through all available communication channels with the Company. The relationship between Management and the in-house employee Unions remains very cordial. Regular dialogue takes place at informal and formal levels, and the Unions help to foster employee motivation and welfare initiatives.

e. Employment of Physically Disabled Persons

Dangote Sugar Refinery PLC is an equal opportunity employer. It acknowledges that physically challenged people can participate in, and contribute to the society in all aspects of life. It provides equal opportunities for disabled persons, ensuring that there is no discrimination against them on recruitment for employment, determination of salaries, promotion and other benefits. The Company also considers of utmost importance, the welfare and rehabilitation of staff members who may unfortunately become disabled during the course of their duties, and ensures that in addition to compensation and rehabilitation by the Company, the Nigeria Social Insurance Trust Fund (NSITF) pays a fair, guaranteed and adequate compensation to employees in case of any injury, disease, disability or death arising out of, or in the course of employment. Currently, there are 15 physically challenged employees in the Company with disabilities such as speech impairment and mobility (limb) impairment.

f. Staff Welfare

The Company has retainership agreement with several private hospitals for its health management. The Company provides subsidy to employees in respect of transportation, lunch, housing and health care. Incentive schemes include awards, bonuses, promotions and salary/wage review. During the period and on a quarterly basis, the best staff in each Department were given Awards of Recognition.

g. Retirement Benefits

In line with the provisions of the Pension Reform Act of 2014, the Company operates the uniform contributory pension scheme for all employees, the scheme is

funded by the employees and the contribution of 10% each of the monthly basic, housing and transport allowances, and remitted monthly to

18 Donations and Charitable Gifts

At Dangote Sugar Refinery PLC, we believe our impact in the communities we operate in is as important as our products and the services we render. We are committed to being thoughtful stewards of the environment and empathetic corporate citizen in the communities where we operate. We are passionate about our support for charitable and worthy causes in the areas of education, health, skills acquisition, poverty alleviation and sports amongst others. During the year under review, the beneficiaries of our CSR were as follows:

S/N	BENEFICIARY	AMOUNT
1	Manufacturers Association of Nigeria 20th AGM Sponsorship	20,000,000
2	Ibidunni Ighodalo foundation on Fertility project	5,000,000
3	Federal College of Education (TECH) - Annual Home	400,000
4	Sponsorship of Boyz to Men 2023 Foundation Conference	250,000
5	Sponsorship of Methodist Nursery & Pry School, Apapa and DSR Numan's Staff School 2023 Childrens Day celebration.	2,100,000
6	Maritime Workers 2023 May Day Celebration	100,000
7	Financial Support to Watch Word Shareholder Association	200,000
8	2023 Lagos State Ministry of Agriculture World Food Day Schools Quiz Competition	1,357,014
9	Financial Support to Aba Citizen Shareholders Association	200,000
10	Sponsorship of NSCDC Adamawa State Volleyball team to Nigeria Premier League Finals Tournament	350,000
11	2023 DSR Annual Charity Day	1,000,000
12		25,500,000
13	Construction of Kwapukai Community Primary Health Center	16,000,000
14	Rebuilding of Gundo Community Primary Health Centre, Shelling LGA	7,500,000
15	DSR Numan Primary & Secondary Schools Free Education Scheme	21,900,000
16	Renovation of DSR Numan High School	12,201,057
17	Scholarship for Tertiary & Secondary Schools Students across the five Local Government Areas	7,200,000
18	Medical Treatment Support for MEMBERS OF Libbo Community Shelleng LGA Mass Knife Attack Victims	400,000
19	DSR Numan Secondary Schools Quiz Annual Competition	1,500,000
20	Rehabilitation of 15 boreholes in (Gywana, Shelleng, Demsa, Numan, Guyuk) communities	4,797,979
21	Repair of Bare Community Transformer	850,000
22	Sponsorship of Annual Cultural Festivals in DSR Numan immediate host communities across the 5 LGAs	6,700,000
23	Support For Hama Bachama 3-Years Anniversary	1,000,000
24	Donation to Chiroma Hayatu Isa- Demsa Turbaning	500,000
25		100,000
26	Support For Community Development Activities in DSR Numan 5 Immediate Host Communities	49,500,000
27		4,300,000
28	Donation of groceries to Orphans and Widows in Tunga	250,000
29	Sustainability Week Feeding Outreach for Street Children (Almajiri) in Tunga and Awe LGA	98,800
30	NSCL Scholarship for Indigent students in the host communities.	7,975,000
31	Rehabilitation of Roads in Tunga, Azara, Ribi and Awe	4,961,250
32	Supply of diesel (AGO) to Sarkin Tunga's residence	6,261,504
33	Community development support for Tunga project immediate communities.	13,600,000
34	Provision of portable water for Special Force, Tunga and GSS Tunga	1,152,900
35	Ramadan and Sallah hampers to key stakeholders in the immediate host communities	3,266,500
36	Donation of anti-snake venom vials for Tunga Community Clinic	259,000
	TOTAL	228,731,004

*No donation was made to any political party or organization

5

Dangote Sugar Refinery Plc

Annual Report and Financial Statements for the year ended December 31, 2023

Report of the Directors (continued)

1. Post Balance Sheet Events
   There are no post Balance Sheet events that could have effect on the state of affairs of the Company as at December 31, 2023 which have not been adequately provided for or disclosed.
2. Auditors
   The Auditors, Messrs. PricewaterhouseCoopers (PwC), having indicated their willingness to continue in office, in accordance with Section 401 of the Companies & Allied Matters Act, 2020, a resolution will be proposed at the Annual General Meeting to authorize the Directors to determine their remuneration.
   By Order of the Board
   Company Secretary/Legal Adviser FRC/2017/NBA/00000016669
   3rd Floor, Greenview Development Nigeria Ltd Building Lagos, Nigeria
   Dated February 29, 2024

6

Dangote Sugar Refinery Plc

Annual Report and Financial Statements for the year ended December 31, 2023

Corporate Governance Report

Board Structure & Composition

The Board of Directors of the Company was composed of the following ten (10) members during the 2023 Financial Year:

Alhaji Aliko Dangote, GCON	Mr. Ravindra Singhvi
Chairman	Group Managing Director/CEO

Mr. Olakunle Alake	Ms. Bennedikter Molokwu
Non-Executive Director	Non-Executive Director

Prof. Konyinsola Ajayi, SAN	Mr. Uzoma Nwankwo
Non-Executive Director	Non-Executive Director

Alhaji Abdu Dantata	Ms. Maryam Bashir
Non-Executive Director	Independent Non-Executive Director

Mariya Dangote	Mrs. Yabawa Lawan Wabi
Executive Director	Independent Non-Executive Director

7

Dangote Sugar Refinery Plc

Annual Report and Financial Statements for the year ended December 31, 2023

Corporate Governance Report (continued)

Board Characteristics & Skill Sets

Strategy

Accounting & Finance

Industry &

Knowledge

Risk Management

Multi- Skilled

&

Enterprising

Strategic & innovative

CHARACTERISTICS

Well

Diversified

Goal-

Oriented &

Strategic

Leadership

Legal, Regulatory &

Governance

Integrity &

Sound

Judgment

Forward

Looking &

Vibrant

8