Fan Milk Limited Annual Report 2009

FAN MILK LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009 FAN MILK LIMITED Year ended December 31, 2009 Contents Corporate information Pages 1 Report of the directors 2-3 Corporate governance 4-5 Report of the independent auditor 6-7 Financial statements: i. Statement of comprehensive income 8 ii. Statement of financial position 9 iii. Statement of changes in equity 10 iv. Statement of cash flows 11 v. Notes 12 – 30 0 FAN MILK LIMITED Year ended December 31, 2009 CORPORATE INFORMATION Directors Charles Mensa (Dr. ) Jesper Bjorn Jeppesen Kodjo Biamawu Aziagbe Einar Mark Christensen Jens Jorgen Kollerup George H.

Okai Thompson Peace Ayisi-Okyere Lennap & Co. P. O. Box 37 Accra PricewaterhouseCoopers Chartered Accountants No. 12 Airport City Una Home, 3rd Floor PMB CT 42 Cantonments Accra No. 1 Dadeban Road North Industrial Area P. O. Box 6460 Accra-North Quist, Brown, Wontumi & Associates P. O. Box 7566 Accra National Trust Holding Company Limited Martco House P. O. Box 9563 Airport, Accra Barclays Bank of Ghana Limited Ecobank Ghana Limited SG-SSB Bank Limited Prudential Bank Limited Agricultural Development Bank Limited Ghana Commercial Bank Limited Standard Chartered Bank Ghana Limited (Chairman) (Managing Director)

Secretary Auditor Registered Office Solicitor Registrar & Transfer Office Bankers 1 FAN MILK LIMITED Year ended December 31, 2009 REPORT OF THE DIRECTORS The directors submit their report together with the audited financial statements of Fan Milk Limited for the year ended December 31, 2009. Statement of directors’ responsibilities The directors are responsible for the preparation of financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss and cash flows for that period.

In preparing these financial statements, the directors have selected suitable accounting policies and then applied them consistently, made judgements and estimates that are reasonable and prudent and followed International Financial Reporting Standards (IFRS). The directors are responsible for ensuring that the company keeps proper accounting records that disclose with reasonable accuracy at any time the financial position of the company. The directors are also responsible for safeguarding the assets of the company and taking reasonable steps for the prevention and detection of fraud and other irregularities.

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Principal activity The principal activity of the company is the manufacturing and distribution of dairy products and fruit drinks. Financial results The financial results of the company are set out below: 2009 GH? ‘000 Profit before tax for the year is from which is deducted tax of giving a profit after tax for the year of to which is added balance brought forward on retained earnings of from which is deducted approved dividend of giving a balance carried forward on retained earnings of 20,175 (5,019) 15,156 15,410 (1,484) 29,082 The company’s net worth increased from GH? 1. 4 million as at January 1, 2009 to GH? 35. 1 million at December 31, 2009. 2 FAN MILK LIMITED Year ended December 31, 2009 REPORT OF THE DIRECTORS (continued) Dividends The directors recommend a dividend of GH? 0. 10 per share (2008: GH? 0. 0750 per share) in respect of the year ended December 31, 2009. Auditor The auditor, PricewaterhouseCoopers, has expressed willingness to continue in office in accordance with Section 134 (5) of the Companies Code, 1963 (Act 179). BY ORDER OF THE BOARD: Name of Director:…………………….. Name of Director:…………………………..

Signature:……………………………… Date:……………………………………… Signature:…………….. …………………… Date:……………….. ………………………. 3 FAN MILK LIMITED Year ended December 31, 2009 CORPORATE GOVERNANCE Introduction Fan Milk Limited is committed to the principles and implementation of good corporate governance. The Company recognises the valuable contribution that it makes to long-term business prosperity and to ensuring accountability to its shareholders. The Company is managed in a way that maximises long term shareholder value and takes into account the interests of all of its stakeholders.

Fan Milk Limited believes that full disclosure and transparency in its operations are in the interests of good governance. As indicated in the statement of responsibilities of directors and notes to the accounts, the business adopts standard accounting practices and ensures sound internal control to facilitate the reliability of the financial statements. The Board of Directors The Board is responsible for setting the Company’s strategic direction, for leading and controlling the Company and for monitoring activities of executive management. The Board presents a balanced and understandable assessment of the Company’s progress and prospects.

The Board consists of the Chairman, five non-executive directors and an executive director (the managing director). The non-executive directors are independent of management and free from any constraints, which could materially interfere with the exercise of their independent judgement. They have experience and knowledge of the industry, markets, financial and/or other business information to make a valuable contribution to the Company’s progress. The managing director is a separate individual from the Chairman and he implements the management strategies and policies adopted by the Board.

They meet at least four times a year. The Audit Committee The Audit Committee is made up of four directors of whom three are non-executive directors and they meet twice a year. The main Board determines its terms of reference and they report back to the Board. Its duties include keeping under review the scope and results of the external audit, as well as the independence and objectivity of the auditor. The Audit Committee also keeps under review internal financial controls, compliance with laws and regulations and the safeguarding of assets.

It also reviews the adequacy of the plan of the internal audit and reviews its audit reports. 4 FAN MILK LIMITED Year ended December 31, 2009 CORPORATE GOVERNANCE (continued) Systems of Internal Control Fan Milk Limited has well-established internal control systems for identifying, managing and monitoring risks. These are designed to provide reasonable assurance that the risks facing the business are being controlled. The corporate internal audit function of the Company plays a key role in providing an objective view and continuing assessment of the effectiveness of the internal control systems in the business.

The systems of internal control are implemented and monitored by appropriately trained personnel and their duties and reporting lines are clearly defined. Code of Business Ethics Management has communicated the principles in the Company’s Code of Conduct to its employees in the discharge of their duties. This code sets the professionalism and integrity required for business operations which covers compliance with the law, conflicts of interest, environmental issues, reliability of financial reporting, bribery and strict adherence to the principles so as to eliminate the potential for illegal practices. REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF FAN MILK LIMITED REPORT ON THE FINANCIAL STATEMENTS We have audited the accompanying financial statements of Fan Milk Limited set out on pages 8 to 30. These financial statements comprise the statement of financial position at December 31, 2009, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Directors’ responsibility for the financial statements The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and with the requirements of the Companies Code, 1963 (Act 179). This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform our audit to obtain reasonable assurance that the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.

The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion In our opinion the accompanying financial statements give a true and fair view of the state of the company’s financial affairs at December 31, 2009 and of its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Code, 1963 (Act 179). 6 REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF FAN MILK LIMITED (continued) REPORT ON OTHER LEGAL REQUIREMENTS The Companies Code, 1963 (Act 179) requires that in carrying out our audit we consider and report to you on the following matters.

We confirm that: i) ii) iii) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; in our opinion proper books of account have been kept by the company, so far as appears from our examination of those books; and the company’s statement of financial position and statement of comprehensive income are in agreement with the books of account. Chartered Accountants ……………………… 2010 Accra, Ghana Mark Appleby (101193) FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 STATEMENT OF COMPREHENSIVE INCOME (All amounts are expressed in thousands of Ghana cedis) Year ended December 31 Note Revenue Cost of sales Gross profit Distribution costs Administrative expenses Operating profit Other income Finance costs Profit before tax Tax Net profit after tax Other comprehensive income Total comprehensive income Earnings per share Basic and diluted (GH? ) 11 0. 77 0. 6 9 7 8 5 6 3 4 2009 82,471 (38,460) 44,011 (18,628) (6,184) 19,199 1,177 (201) 20,175 (5,019) 15,156 15,156 2008 55,041 (28,599) 26,442 (12,569) (4,873) 9,000 500 (113) 9,387 (2,333) 7,054 7,054 8 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 STATEMENT OF FINANCIAL POSITION (All amounts are expressed in thousands of Ghana cedis) Assets Non-current assets Property, plant and equipment Prepaid operating lease land Note 12 13 At December 31 2008 2009 21,622 1,647 23,269 Current assets Inventories Trade and other receivables Bank and cash balances 13,383 1,701 15,084 4 15 22 9,656 2,318 15,871 27,845 6,811 2,129 8,834 17,774 32,858 Total assets Equity Capital and reserves attributable to Company’s equity holders Stated capital Retained earnings 51,114 20 6,000 29,082 35,082 6,000 15,410 21,410 Liabilities Non-current liabilities Finance lease obligation Deferred tax Current liabilities Trade and other payables Current tax Dividend payable 19 14 18 1,330 1,330 808 808 9,719 699 222 10,640 11,448 32,858 16 17 10 14,272 137 293 14,702 Total liabilities Total shareholders’ equity and liabilities 6,032 51,114 The financial statements on pages 8 to 30 were approved by the Board of Directors on ………………………2010 and signed on its behalf by: Director: Director: 9 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 STATEMENT OF CHANGES IN EQUITY (All amounts are expressed in thousands of Ghana cedis) Stated capital Year ended December 31, 2009 At the beginning of the year Total comprehensive income Dividend At the end of the year 6,000 6,000 15,410 15,156 (1,484) 29,082 21,410 15,156 (1,484) 35,082 Retained earnings

Total Year ended December 31, 2008 At the beginning of the year Total comprehensive income Dividend At the end of the year 6,000 6,000 9,494 7,054 (1,138) 15,410 15,494 7,054 (1,138) 21,410 10 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 STATEMENT OF CASH FLOWS (All amounts are expressed in thousands of Ghana cedis) Year ended December 31 2008 2009 25,191 (17) 418 17 (5,059) 20,533 13,198 (113) 239 (1,310) 12,014

Note Cash flows from operating activities Cash generated from operations Interest paid Interest received Tax paid Net cash generated from operating activities Cash flows from investing activities Purchase of property, plant and equipment Purchase of land Proceeds from sale of property, plant and equipment Net cash used in investing activities Cash flows from financing activities Dividend paid Finance lease repaid Net cash used in financing activities Increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 22 10 12 13 12 21 12,181) (1) 296 (11,886) (6,429) (216) 112 (6,533) (1,413) (197) (1,610) 7,037 8,834 15,871 (1,048) (710) (1,758) 3,723 5,111 8,834 11 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 1. General information Fan Milk Limited manufactures, distributes and sells dairy products and fruit drinks through a network of independent distributors and agents. The company is a public limited company incorporated and domiciled in Ghana under the Companies Code, 1963 (Act 179) and listed on the Ghana Stock Exchange.

The registered office is located at No. 1 Dadeban Road, North Industrial Area, Accra-North. 2. Summary of significant accounting policies The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. (a) Basis of accounting The financial statements have been prepared on the historical cost basis. They have been prepared in accordance with International Financial Reporting Standards (IFRS).

The management of Fan Milk Limited considers the following to be the most important accounting policies for the company. In applying these accounting policies, management makes certain judgements and estimates that affect the reported amounts of assets and liabilities at the year end date and the reported revenues and expenses during the financial year. The financial statements have been prepared in accordance with the company’s accounting policies described below. The Company has adopted the following new and amended IFRSs as of January 1, 2009: ?

IFRS 7 “Financial instruments – Disclosures” (amendment) – effective January 1, 2009. The amendment requires enhanced disclosure about fair value measurement and liquidity risk. In particular, the amendment requires disclosure of fair value measurements by level of a fair value measurement hierarchy. As the change in accounting policy only results in additional disclosure, there is no impact on earnings per share. ? IAS 1 (revised) “Presentation of financial statements” – effective January 1, 2009. The revised standard prohibits the presentation of items of income and xpenses (that is, `non-owner changes in equity`) in the statement of changes in equity, requiring `non-owner changes in equity` to be presented separately from owner changes in equity in a statement of comprehensive income. Comparative information has been re-presented so that it also is in conformity with the revised standard. As the change in accounting policy only impacts presentation aspects, there is no impact on earnings per share. 12 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 2.

Summary of significant accounting policies (continued) (b) Property, plant and equipment Property, plant and equipment held for use in the production or supply of goods, or for administrative purposes are stated in the statement of financial position at historical cost or deemed cost less depreciation. Historical cost includes the expenditure that is directly attributable to the acquisition of the items. Deemed cost includes surpluses arising on the revaluation of certain properties to their fair values prior to the date of transition to IFRS.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred. Assets in the course of construction are carried at cost less any recognised impairment loss. Cost includes professional fees which are capitalised in accordance with the Company’s accounting policy.

Depreciation of these assets commences when the assets are ready for their intended use. Land is not depreciated. Depreciation is calculated using the straight line method to write off the cost of each asset or revalued amounts over their estimated useful lives as follows: Buildings Plant and machinery Deep freezers and bicycles Distribution trucks Other motor vehicles Computer systems Furniture and fittings 10 – 20 years 10 years 5 years 8 years 5 years 3 years 5 years The assets’ residual values and useful lives are reviewed and adjusted if appropriate at each statement of financial position date.

Any asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within other gains/(losses) in the statement of comprehensive income. When revalued assets are sold, the amounts included in other reserves are transferred to retained earnings. 13 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009

NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 2. Summary of significant accounting policies (continued) (c) Impairments of assets At each statement of financial position date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash generating unit (CGU) to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects the current market assessment of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or CGU) is estimated to be less than the carrying amount, the carrying amount of the asset (CGU) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately. (d) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads, based on normal operating capacity.

It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Spare parts are written off in the year of purchase. (e) Investments and other financial assets Financial assets are classified as either financial assets at fair value through profit or loss, loans and receivables, held to maturity investments, or available for sale financial assets, as appropriate.

When financial assets are recognised initially, they are measured at fair value, (plus in the case of investments not at fair value through profit or loss, directly attributable costs). The Company determines the classification of its financial assets upon initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial year end. All regular purchases and sales of financial assets are recognised on the trade date – the date on which the company commits to purchase or sell the asset. 14

FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 2. Summary of significant accounting policies (continued) (e) Investments and other financial assets (continued) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method.

Gains and losses are recognised in income when the loans and receivables are derecognised or impaired, as well as through the amortisation process. (f) Trade receivables Trade receivables are amounts due from customers for goods sold in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest ethod, less allowance for impairment. An allowance for impairment of receivables is estimated when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables. (g) Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position. h) Trade payables Trade payables are initially recognised at fair value and subsequently measured at amortised cost. (i) Bank borrowings Interest bearing loans and overdrafts are recorded at the proceeds amount received net of direct issue costs. Finance charges payable on settlement or redemption and direct costs, are accounted for on an accrual basis in the statement of comprehensive income using the effective interest rate method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. 15

FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 2. Summary of significant accounting policies (continued) (j) Current and deferred income tax Current tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rate and tax laws used to compute the amount are those enacted or substantively enacted by the statement of financial position date.

Deferred tax Deferred income tax is provided using the liability method on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amount for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary differences, except where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilised except where the deferred tax assets relating to the deductible temporary differences arise from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting nor taxable profit or loss. k) Leases Leases are classified as finance leases whenever the terms of the lease involve the substantial transfer of all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Assets held under finance leases are recognised as assets of the Company at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation.

Lease payments are apportioned between financing charges and a reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which case they are capitalised with the Company’s policy on borrowing costs. 16 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009

NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 2. Summary of significant accounting policies (continued) (k) Leases (continued) Property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of such assets or the lease period. Payments made under operating leases are charged to the statement of comprehensive income on a straight line basis over the period of the lease. l) Employee benefits Pension obligation The Company operates a defined contribution pension plan (provident fund). A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service. The contributions are recognised as employee benefit expense when they are due. m) Provisions Provisions are recognised when a present legal or constructive obligation exists as a result of past events, where it is more likely than not that an outflow of resources will be required to settle the obligation and the amount can be reliably measured. (n) Revenue recognition Sale of goods Sales are recognised when the risks and rewards of the products have been substantially transferred to the customer. Sales are shown net of returns and value added tax. o) Foreign currencies Transactions are recorded on initial recognition in Ghana cedis, being the currency of the primary economic environment in which the company operates (the functional currency). Transactions in foreign currencies during the year are converted into Ghana cedis at prevailing rates of exchange ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into Ghana cedis at the rates of exchange ruling at the statement of financial position date.

The resulting gains and losses are dealt with in the statement of comprehensive income. 17 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 2. Summary of significant accounting policies (continued) (p) Dividend Dividend distributed to the company’s shareholders is recognised as a liability in the financial statements in the period in which the dividends are approved by the Company’s shareholders. q) Post statement of financial position events Events subsequent to the statement of financial position date are reflected only to the extent that they relate directly to the financial statements and the effect is material. (r) Contingent liabilities Contingent liabilities are potential liabilities that arise from past events, the existence of which will be confirmed only on the occurrence or non-occurrence of one or more uncertain future events which are not wholly within the control of the company.

Provisions for liabilities are recorded when a loss is considered probable and can be reasonably estimated. The determination of whether or not a provision should be recorded for any potential liabilities is based on management’s judgement. (s) Estimates Estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Because of the inherent uncertainties in this evaluation process, actual losses may be different from the originally estimated provision.

In addition, significant estimates are involved in the determination of provision related to taxes and litigation risks. These estimates are subject to change as new information becomes available and changes subsequent to these estimates may significantly affect future operating results. Accounting for property, plant and equipment, and intangible assets involves the use of estimates for determining the fair value at the acquisition date. Furthermore, the expected useful lives of these assets must be estimated.

The determination of the fair values of assets and liabilities, as well as of the useful lives of the assets is based on management’s judgement. (t) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for the allocation of resources and assessing the performance of the operation segments. 18 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009

NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 3. Revenue Gross sales Value added tax Included in revenue are export sales of GH? 182,773 (2008: GH? Nil). 4. Cost of sales Cost of sales includes: Depreciation of factory buildings and plant and machinery Staff costs – Wages and salaries – Social security – Provident fund 5. Distribution costs Selling and distribution costs include: Depreciation of buildings, vehicles and machinery Staff costs – Wages and salaries – Social security – Provident fund 6.

Administrative expenses Administrative expenses include: Depreciation of buildings, vehicles and machinery Staff costs – Wages and salaries – Social security – Provident fund Auditor’s remuneration Directors’ remuneration Donations 346 1,457 105 41 33 529 55 244 813 75 29 26 357 4 1,902 2,249 186 69 1,646 1,695 141 54 1,534 3,187 240 85 1,094 2,292 180 65 2009 94,842 (12,371) 82,471 2008 63,297 (8,256) 55,041 Total number of staff employed by the company in year was 407 (2008: 401). 7.

Other income Profit on disposal of property, plant and equipment (Note 12) Interest on current accounts Sale of empty bags and scraps Provident fund refund Rent income Bad debts recovered Exchange gain 136 418 37 12 64 8 502 1,177 19 109 239 61 13 56 22 500 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 8. Finance costs Interest payable on bank overdraft Interest payable on finance lease Interest payable on agents savings Finance costs on staff loans (Note 15) 2009 17 134 50 201 9.

Income tax expense 2009 Current tax (Note 17) Deferred tax (Note 18) 4,497 522 5,019 2008 2,009 324 2,333 2008 4 109 113 The charge for the year can be reconciled to the profit per the statement of comprehensive income as follows: 2009 2008 Profit before tax Tax charged at 25% (2008: 25%) Expenses not deductible in determining taxable profit Other differences Capital allowances brought forward used in 2008 Export income at different tax rate 20,175 5,044 14 (31) (8) 5,019 10.

Dividend payable Balance at January 1 Dividend declared and approved (GH? 0. 0750 per share; 2008: GH? 0. 0575 per share) Dividend paid Balance at December 31 222 1,484 (1,413) 293 132 1,138 (1,048) 222 9,387 2,347 1 4 (19) 2,333 Payment of dividend is subject to the deduction of withholding taxes at the appropriate rate. Proposed dividend for approval at AGM (not recognised as a liability as at December 31, 2009) amounted to GH? 1. 978 million (GH? 0. 10 per share). 20

FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 11. Earnings per share Profit after tax Number of ordinary shares Basic and diluted earnings per share (GH? ) 2009 15,156 19,784,548 0. 77 2008 7,054 19,784,548 0. 36 There are no share options, potential rights issues or bonus issues, hence diluted earnings per share are the same as basic earnings per share. 12.

Property, plant and equipment 2009 Buildings and roads Cost/deemed cost At January 1, 2009 Additions Transfers Disposals At December 31, 2009 Accumulated depreciation At January 1, 2009 Charge for the year Released on disposals At December 31, 2009 Net book value At December 31, 2009 2008 Buildings and roads Cost/deemed cost At January 1, 2008 Additions Transfers Disposals At December 31, 2008 Accumulated depreciation At January 1, 2008 Charge for the year Released on disposals At December 31, 2008 Net book value At December 31, 2008 2,829 125 3 (12) 2,945 1,069 154 (9) 1,214 1,731 Motor Plant and vehicles machinery 4,301 1,921 (431) 5,791 3,036 783 (431) 3,388 2,403 14,501 3,312 427 (174) 18,066 7,850 2,047 (174) 9,723 8,343 Capital WIP 265 1,071 (430) 906 906 Total 21,896 6,429 (617) 27,708 11,955 2,984 (614) 14,325 13,383 2,945 353 296 3,594 1,214 236 1,450 2,144 Motor Plant and vehicles machinery 5,791 4,602 72 (327) 10,138 3,388 1,159 (327) 4,220 5,918 18,066 5,740 78 (956) 22,928 9,723 2,387 (796) 11,314 11,614 Capital WIP 906 1,486 (446) 1,946 1,946 Total 27,708 12,181 (1,283) 38,606 14,325 3,782 (1,123) 16,984 21,622 Included in motor vehicles, plant and machinery are assets with a cost of GH? 2. 3 million (2008: GH? 2. 3 million) leased under a finance lease. 21 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 12.

Property, plant and equipment (continued) 2009 Cost-capitalised finance lease Accumulated depreciation Net book value Profit on disposal of property, plant and equipment Cost of assets Accumulated depreciation Net book value Sale proceeds Profit on disposal 13. Prepaid operating lease-land Cost At January 1 Additions At December 31 Accumulated amortisation At January 1 Charge for the year At December 31 Net book value at December 31 14. Inventories Raw materials Finished goods Work in progress Goods in transit Other stocks 1,888 984 61 6,557 166 9,656 1,692 772 46 4,214 87 6,811 1,283 (1,123) 160 (296) (136) 617 (614) 3 (112) (109) 2,295 (2,295) 2008 2,295 (2,101) 194 1,910 1 1,911 ,694 216 1,910 209 55 264 1,647 154 55 209 1,701 During the year the cost of inventories charged to the statement of comprehensive income amounted to GH? 27. 7 million (2008: GH? 21. 1 million). 22 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 15. Trade and other receivables Trade receivables Other receivables Amounts due from staff Prepayments 2009 717 1,362 151 88 2,318 2008 419 1,551 127 32 2,129 The maximum amount of staff indebtedness during the year did not exceed GH? 0. 21 million (2008: GH? 0. 14 million).

Amounts due from staff are recoverable as follows: Not later than 1 year Later than 1 year and no later than 5 years 2009 130 71 201 Future finance costs Present value of amounts due from staff The present value of the amounts due from staff is split as follows: Not later than 1 year Later than 1 year and no later than 5 years 105 46 151 108 19 127 (50) 151 2008 108 19 127 127 The fair value of amounts due from staff is based on cash flows discounted using a rate based on borrowing rate of 22. 53% (2008: Nil). The discount rate equals base rate minus appropriate credit rating from the company’s bankers. The directors consider that the carrying amount of trade and other receivables approximates to their fair value. 16.

Trade and other payables Trade payables Other payables Finance lease obligation (Note 19) Accruals 2009 8,199 5,861 212 14,272 17. Current tax As at January 1 Charged to income Payments As at December 31 23 2008 6,375 2,934 197 213 9,719 699 4,497 (5,059) 137 2,009 (1,310) 699 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 18. Deferred tax Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25% (2008: 25%). The charge for the year relates to accelerated tax allowances on property, plant and equipment. 008 2009 As at January 1 Charged to income As at December 31 19. Finance lease obligation The Company entered into a finance lease agreement in 2006 for the lease of certain motor vehicles, push carts, bicycles and freezers. The capital cost of these assets amounted to €753,070 and US$525,864. 91. The Company has an option to purchase the items after the primary lease period for a consideration of 0. 25% of the capital on the assets. The lease obligation is as follows: Minimum lease payments: Not later than 1 year Later than 1 year and no later than 5 years 2009 Future finance charges on finance lease Present value of finance lease liabilities 2008 212 212 (15) 197 808 522 1,330 484 324 808

The present value of the finance lease liabilities is as follows: Not later than 1 year (Note 16) Later than 1 year and no later than 5 years 197 197 24 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 20. Stated capital No. of shares Proceeds 2009 2009 Authorised Ordinary shares of no par value Issued For cash Capitalisation of surplus 40,000,000 No. of shares 2008 40,000,000 Proceeds 2008 19,784,548 19,784,548 19 5,981 6,000 19,784,548 19,784,548 19 5,981 6,000 There is no unpaid liability on shares. There are no treasury shares. There are no calls or instalments unpaid. 21.

Cash generated from operations Reconciliation of net profit before tax to cash generated from operations: 2009 Profit before tax Depreciation Amortisation Interest expense Interest income Increase in inventories Increase in trade and other receivables Increase in trade and other payables Profit on disposal of plant and equipment Cash generated from operations 20,175 3,782 55 201 (418) (2,845) (189) 4,566 (136) 25,191 2008 9,387 2,984 55 113 (239) (1,289) (536) 2,832 (109) 13,198 25 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 22. Cash and cash equivalents Cash and cash equivalents comprise cash held and short term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates to their fair values.

For the purpose of the statement of cash flows, the year end cash and cash equivalents comprise the following: 2008 2009 Bank and cash balances Bank overdrafts 15,871 15,871 8,834 8,834 At the statement of financial position date the Company had an approved unsecured overdraft facility with local banks not exceeding GH? 0. 5 million (2008: GH? 0. 5 million). 23. Related party disclosures The Company has a related party relationship with a major shareholder and with its directors. The major shareholder Fan Milk International A/S owns 55. 449% shares in Fan Milk Limited. Emidan A/S and Fan Milk Togo are subsidiaries of Fan Milk International A/S and are therefore entities related through common control.

In the normal course of business, the Company entered into the following transactions shown below: (i) Purchase of goods Emidan A/S Fan Milk Togo (ii) Sale of goods Fan Milk Togo Fan Milk Liberia (iii) Year end balances arising from purchase of goods Emidan A/S Fan Milk Togo 7,362 12 5,697 16 183 6 2009 23,602 28 2008 19,174 108 26 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 23. Related party disclosures (continued) (iv) Year end balances arising from sale of goods Fan Milk Liberia (v) Technical assistance fees Fan Milk International (vi) Year end balances arising from technical assistance fees Fan Milk International Transactions with key management personnel Key management personnel are considered to be the directors.

Remuneration Executive director (short-term benefits) Non-executive directors (short-term benefits) Key management personnel have no post-employment benefits. 24. Contingent liabilities There were no contingent liabilities at the statement of financial position date (2008: GH? Nil). 25. Financial risk management Financial risk factors The Company’s activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise the potential adverse effects on its financial performance.

Risk management is carried out by the management of the company under policies approved by the board of directors. Management identifies, evaluates and hedges financial risks. 407 180 302 129 351 267 1,237 825 2009 56 2008 – 27 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 25. Financial risk management (continued) Sensitivity analysis – currency risk The Company seeks to reduce its foreign currency exposure through a policy of matching, as far as possible, assets and liabilities denominated in foreign currencies.

The Company imports raw materials, spare parts and equipment from overseas and therefore is exposed to foreign exchange risk arising from Euro and USD exposures. Management is responsible for minimising the effect of the currency exposure by buying foreign currencies when rates are relatively low and using them to settle bills when due. The Company hedges the currency risk using the practice stated above in order to mitigate currency risk as a result of changes in foreign exchange rates. The company’s hedging strategy is effective and movement in foreign exchange rates would have no material impact on the Company’s result. Sensitivity analysis – interest rate risk The Company’s exposure to the risk of changes in market interest rates relates primarily o the Company’s long-term obligations with a floating interest rate. To manage this risk, the Company’s policy is to contract for best interest rate borrowings when terms offered are attractive. The sensitivity analysis for interest rate risk shows how changes in the fair value or future cash flows of a financial instrument will fluctuate because of changes in market rates at the reporting date. The Company had no significant exposure to interest rate risk as at December 31, 2009. Total exposure to credit risk Financial instruments that potentially subject the Company to credit risk are primarily cash and cash equivalents and accounts receivable. Account receivables are mainly derived from sales to customers.

The Company maintains a provision for impairment of trade receivables based upon the expected collectibility of all trade receivables. Trade receivables consist of invoiced amounts from normal trading activities. The Company has customers throughout Ghana and Liberia. Strict credit control is exercised through monitoring of cash received from customers and, when necessary, provision is made for specific doubtful accounts. As at December 31, 2009, management was unaware of any significant unprovided credit risk. 28 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 25.

Financial risk management (continued) The table below shows the maximum exposure to credit risk by class of financial instrument: 2009 Bank balances (excluding cash) Trade and other receivables (excluding prepayments) Total credit risk exposure Liquidity risk The Company has incurred indebtedness but also has significant cash balances. The Company evaluates its ability to meet its obligations on an ongoing basis. Based on these evaluations, the Company devises strategies to manage its liquidity risk. Prudent liquidity risk management implies that sufficient cash is maintained and that sufficient funding is available through an adequate amount of committed credit facilities.

The Company has no limitation placed on its borrowing capability. The facilities expiring within one year are subject to renewal at various dates during the next year. The Company had the following unutilised banking facilities as at December 31, 2009: 2009 Expiring within one year 500 2008 500 15,073 2,230 17,303 2008 8,274 2,097 10,371 Cash of the Company is placed in interest bearing current accounts to provide sufficient funding to meet its debt financing plan. At the statement of financial position date cash held on the call account was GH? 5,946 (2008: GH? 3,788). This is expected to readily generate cash inflows for managing liquidity risk.

Maturity analysis of financial liabilities The table below analyses the company’s financial liabilities. All financial liabilities fall due for payment within six months. 2008 2009 Trade and other payables Finance lease liability 14, 272 14,272 9,522 197 9,719 29 FAN MILK LIMITED Financial Statements for the year ended December 31, 2009 + NOTES (continued) (All amounts in the notes are shown in thousands of Ghana cedis unless otherwise stated) 26. Capital commitments Capital expenditure contracted for at the statement of financial position date but not recognised in the financial statements is as follows: 2008 2009 Property, plant and equipment approved and contracted 27.

Capital risk management The primary objectives of the company’s equity capital management are to ensure that the company is able to meet its debts as they fall due, to maximise shareholder value and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. No changes were made in the objectives, policies and processes from the previous years. 28. Segment information Management has determined the operating segments based on the reports reviewed by the head of department group that are used to make strategic decisions. The group considers the business from product perspective. The reportable operating segments derive their revenue from the manufacture and distribution of dairy products and fruit drink. Management considers the products to have similar economic characteristics and they have therefore been aggregated into a single operating segment. 593 2,031 30

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