Quarter 5 - financial statement for 2025

Annual report and financial statements for the year ended 31 December 2025

Page

Corporate Information 2

Report of the Directors 3 - 8

Corporate Governance Report 9 - 19

Report of the Audit Committee 20 - 21

Statement of Directors' Responsibilities 22

Statement of Corporate Responsibilities over Financial Reporting 23

Management's Annual Assessment of, and Report on, Internal Control over Financial Reporting 24

Management's Certification on Internal Control over Financial Reporting 25 - 26

Independent Auditor's Report 27 - 29

Independent Practitioner's Report 30 - 31

Statement of Profit or Loss and Other Comprehensive Income 32

Statement of Financial Position 33

Statement of Changes in Equity 34

Statement of Cash Flows 35 - 36

Notes to the Annual Report And Financial Statements 37 - 82

Other national disclosures:

Statement of Value added 84

Five Year Financial Summary 85

Company registration number RC 1193879

Board of Directors Abdul Samad Rabiu CFR, CON Nigerian Chairman

Yusuf Haliru Binji Nigerian Managing Director/Chief Executive Officer

Chikezie Ajaero Nigerian Chief Finance Officer/Executive Director

Kabiru Rabiu Nigerian Non-Executive Director

Chimaobi Madukwe Nigerian Non-Executive Director

Finn Arnoldsen Norwegian Non-Executive Director

Shehu Abubakar Nigerian Independent Non-Executive Director

Khairat A. Gwadabe Nigerian Independent Non-Executive Director Ganiat Adetutu Siyonbola Nigerian Independent Non-Executive Director

Company Secretary Hauwa Satomi (Mrs.)

PC 32, Churchgate Street Victoria Island

Lagos

Registered office PC 32 Churchgate Street Victoria Island

Lagos

Plant locations Km 164 Benin-Okene Expressway Okpella

Edo State

Km 10 Kalambaina Road Sokoto State

Independent Auditor PricewaterhouseCoopers (Chartered Accountants) FF Millenium Towers

13/14 Ligali Ayorinde Street Victoria Island

Lagos

Principal Bankers Access Bank Plc

Coronation Merchant Bank Limited Eco Bank Limited

FBNQuest Merchant Bank Limited Fidelity Bank Plc

First Bank Nigeria Limited

First City Monument Bank Limited Guaranty Trust Bank Limited Keystone Bank Limited

Nova Merchant Bank Limited

Polaris Bank Limited Providus Bank Limited Stanbic IBTC Bank Limited

Standard Chartered Bank Nigeria Limited Sterling Bank Plc

Taj Bank Limited Union Bank Limted

United Bank for Africa Limited Zenith Bank Plc

The Board of Directors is pleased to present its report on the operations of the company together with the Audited Financial Statements for the financial year ended 31 December 2025.

1. Legal Form

   BUA Cement was incorporated as a private limited liability company on 30th May 2014 and commenced operations in August 2015. The Company was re-registered as a public limited liability company on 16th May 2019.

   Following the successful completion of a business combination with the defunct Cement Company of Northern Nigeria Plc ("CCNN") through a scheme of merger concluded on 23rd December 2019, the Company was listed on the Nigerian Exchange Limited on 9th January 2020.

   As at the date of this report, the Company's market capitalisation stands at approximately ₦6.05 trillion.

2. Principal Activities

   The principal activities of the Company are the manufacture, sale, and distribution of cement and related products in Nigeria and international markets.

3. Result for the Year

   The Company's financial results for the year ended 31 December 2025 are presented on page 32 of the Financial Statements.he profit for the year has been appropriated to retained earnings. A summary of the financial performance is set out below:

   	31 December	31 December
   Revenue from contracts with customers	2025 ₦ '000 1,179,444,900	2024 ₦ '000 876,469,849
   Profit before tax	465,276,220	99,630,184
   Income tax expense	(109,237,945)	(25,720,949)
   Profit after tax	356,038,275	73,909,235

4. Dividend Declaration

   The Board of Directors recommends, for shareholders' approval, the declaration of a dividend of ₦10.00k dividend per one (1) ordinary share of 50 Kobo each, out of the profits declared in the financial year ended 31 December 2025 (2024: ₦2.05).

   Dividends approved at the Annual General Meeting will be subject to deduction of withholding tax at the applicable statutory rate at the time of payment.

5. Unclaimed Dividend and Share Certificates

   Shareholders are hereby informed that several share certificates and dividend warrants remain unclaimed with the Company's Registrar. Members who have not yet claimed their dividends are advised to contact the Company's Registrar, Africa Prudential Plc, at 220B Ikorodu Road, Palmgrove, Lagos, Nigeria, or via email at cxc@africaprudential.com.

   The list of unclaimed dividends is available for inspection at the Registrar's office and on the Company's website, https://www.buacement.com.

   As at 31st December 2025, the total unclaimed dividend stood at ₦547,872,157.15 (Five Hundred and Forty-Seven Million, Eight Hundred and Seventy-Two Thousand, One Hundred and Fifty-Seven Naira, Fifteen Kobo), as reported by the Registrars.

6. Directors and Directors' Interests

The names and profiles of the Directors who served during the reporting period are provided in the Corporate Information section of this Annual Report.

1. Directors and Directors' Interests (continued)

   In compliance with Section 301 of the Companies and Allied Matters Act, 2020 and the listing requirements of the Nigerian Exchange Limited, the direct and indirect interests of the Directors in the issued share capital of the Company, as recorded in the Register of Directors' Shareholdings, are set out below:

   31 December 2025 31 December 2024

   		Number of Shares held	Number of Shares held
   Direct holding	Representing
   Abdul Samad Rabiu CFR, CON		18,974,995,225	18,974,995,225
   Yusuf Haliru Binji		1,217,883	827,093
   Chimaobi Madukwe		845,450	845,450
   Kabiru Rabiu		820,000	820,000
   Finn Arnoldsen		820,000	820,000
   Shehu Abubakar		1,000,000	1,000,000
   Chikezie Dickson Ajaero		450,000	-
   Jacques Piekarski (Resigned)		-	820,000
   Ganiat Adetutu Siyonbola		31,000	3,000
   Indirect holding
   Abdul Samad Rabiu CFR, OON	Damnaz Cement Company Limited	637,403,152	637,403,152
   	BUA Industries Limited	13,462,681,069	13,462,681,069

   BUA International Limited 8,137,766 8,137,766

   Total 33,088,401,545 33,088,352,755

   The Directors have complied with the provisions of Section 277 of the Companies and Allied Matters Act at the date of this report.

   As at the reporting date, the Board consists of 7 non-executive Directors and 2 executive Director. The Board considers its Directors as independent for the purpose of their contributions to the invaluable integrity, corporate wisdom and experience towards the Board and committees' deliberations and decisions. The Board is therefore satisfied with the performance and continued independence of judgment of each of the Directors.

2. Statistical Analysis of the Shareholding as at 31 December 2025

   Range Analysis as at 31st December 2025

   Category	Number of Holders	Holder %	Holders Cumulative	Units	Units %	Units Cumulative
   1-1000	47,684	74.09 %	47,684	11,752,123	0.03 %	11,752,123
   1001-5000	11,647	18.10 %	59,331	25,730,650	0.08 %	37,482,773
   5001-10000	2,146	3.33 %	61,477	15,800,857	0.05 %	53,283,630
   10001-50000	2,215	3.44 %	63,692	49,295,026	0.15 %	102,578,656
   50001-100000	313	0.49 %	64,005	22,931,500	0.07 %	125,510,156
   100001-500000	253	0.39 %	64,258	55,678,579	0.16 %	181,188,735
   500001-1000000	39	0.06 %	64,297	26,965,907	0.08 %	208,154,642
   1000001-5000000	37	0.07 %	64,334	81,303,533	0.24 %	289,458,175
   5000001-10000000	10	0.02 %	64,344	72,282,162	0.21 %	361,740,337
   10000001-50000000	6	0.01 %	64,350	117,425,284	0.35 %	479,165,621
   50000001-100000000	1	0.00 %	64,351	61,380,000	0.18 %	540,545,621
   100000001-500000000	2	0.00 %	64,353	248,728,993	0.73 %	789,274,614
   500000001-1000000000	1	0.00 %	64,354	637,403,152	1.88 %	1,426,677,766
   1000000001-Above	2	0.00 %	64,356	32,437,676,294	95.79 %	33,864,354,060
   	64,356	100.00 %		33,864,354,060	100.00 %

3. Shareholding and Substantial Interest in Shares

   As of 31st December 2025, the issued and fully paid-up share capital of the Company stood at ₦16,932,177,030, divided into 33,864,354,060 ordinary shares of 50 kobo each.

   According to the Register of Members on the same date, no individual shareholder held more than 5% of the issued share capital of the Company, except the following shareholders:

   Shareholders	No. of shares held		% of shareholding
   Abdul Samad Rabiu CFR, CON	18,974,999,225		56.03 %
   BUA Industries Limited	13,462,681,069		39.75 %
   Total	32,437,680,294		95.78 %
   Shareholding Structure as at 31st December 2025
   Shareholding by category
   S/N	Holder type	Holder count	Holdings Percentage (%)
   1	Corporate	950	14,617,174,992 43.16 %
   2	Foreign	108	372,256 0.00 %
   3	Government	70	5,919,273 0.02 %
   4	Individual	62,851	19,176,978,369 56.63 %
   5	Institution	213	27,661,874 0.08 %
   6	Joint	137	2,861,416 0.01 %
   7	Pension	27 33,385,880 0.10 %
   		64,356 33,864,354,060 100.00 %

4. Property, Plant and Equipment

   Details of changes in property, plant, and equipment during the year ended 31st December 2025 are disclosed in Note 15 to the Financial Statements.

   In the opinion of the Board, the market value of the Company's assets, including property, plant, and equipment, is not less than the carrying amounts reflected in the Financial Statements

   Information relating to changes in property, plant and equipment during the year are shown in Note 15. In the opinion of the Directors, the market value of the Company's property, plant and equipment is not less than the value shown in the financial statements.

5. Charitable Donations

In compliance with Section 43(2) of the Companies and Allied Matters Act (CAMA) 2020, the Company did not make any donations or contributions to any political party, group, or political objective during the period under review.

However, in furtherance of its commitment to social responsibility and community development, the Company made charitable donations totalling ₦649.7 million (2024: ₦1.73 billion).

As of 31st December 2025, BUA Cement Plc has a free float value of ₦139,960,204,408.50, meeting the free float requirements for listing on the Main Board of the Nigerian Exchange Group Limited.

1. Human Resources Policy i Recruitment

   The Company complies with all applicable laws and regulations in its recruitment processes, ensuring that only qualified and competent individuals are appointed to the Board and senior management positions. All appointments are subject to approved pre-employment assessment and screening procedures, in accordance with regulatory and industry standards.

   1. Employee Health, Safety and Welfare

      The Company is committed to maintaining a safe and healthy work environment that promotes the physical, mental, and emotional wellbeing of its employees.

   2. Employment of Disabled Persons

      The Company upholds a policy of equal opportunity and inclusiveness in employment. Qualified persons with disabilities are given fair consideration in recruitment, training, and career development. Discrimination based on disability is prohibited in line with the Company's commitment to diversity, inclusion, and fairness in the workplace.

   3. Employee Involvement and Training

   The Company recognizes that its employees are its most valuable assets and that their development is integral to corporate success. Accordingly, continuous training and learning are prioritized through both local and international capacity-building programmes that enhance technical and managerial competencies.

   The Company maintains open and transparent communication channels that keep employees informed about the Company's performance and strategic direction, while encouraging the free flow of feedback and ideas. Regular staff meetings provide opportunities for employees to share insights, some of which are escalated to the Board for consideration.

   The Company further promotes employee participation through incentive programmes that strengthen engagement, productivity, and alignment with corporate goals.

   At the Board level, Directors participated in various training programmes during the year, including leadership development, Board oversight, strategic planning and compliance, to enhance governance effectiveness.

2. Directors Interest in Contracts

   In compliance with Section 303 of the Companies and Allied Matters Act (CAMA) 2020, no Director disclosed any interest in contracts involving the Company during the year under review.

3. Events after the Reporting Period

   No events have occurred after the reporting date that have or could reasonably be expected to materially affect the Company's financial position, performance, or disclosures for the year ended 31st December 2025.

4. Approval of financial statements

   The audited financial statements of the Company for the year ended 31st December 2025 was approved by the Board of Directors on 26 Feb 2026 for issue.

5. Independent Auditor

PricewaterhouseCoopers (PwC) served as the Company's Independent Auditor during the financial year under review. In accordance with Section 401 of the Companies and Allied Matters Act (CAMA) 2020, PwC has expressed its willingness to continue in office as the Company's Auditor.

A resolution will be proposed at the Annual General Meeting authorizing the Directors to determine their remuneration.

By Order of the Board

Hauwa Satomi (Mrs) Company Secretary

FRC/2022/PRO/NBA/002/00000023786

BUA Cement Plc Lagos Nigeria

26 February 2026

Dear Stakeholders,

BUA Cement Plc is committed to maintaining a strong corporate governance framework that supports the achievement of its strategic objectives and long-term sustainability. The Company conducts its operations with integrity, transparency, and accountability, while upholding the highest ethical standards across all levels of the organisation.

The Board of Directors recognises that sound corporate governance is essential to building and sustaining stakeholders trust, driving sustainable growth, and safeguarding shareholders value. Accordingly, the Company continues to align its governance framework with applicable laws, regulations, and recognised best practices, including the Nigerian Code of Corporate Governance (NCCG) 2018, the Companies and Allied Matters Act (CAMA) 2020, the Rules of the Nigerian Exchange Limited (NGX), and the regulations of the Securities and Exchange Commission (SEC).

As a listed company on the Nigerian Exchange Limited, BUA Cement fosters a governance culture that promotes transparency, fairness, and effective oversight.The Board provides strategic direction and oversight, ensuring that Management acts in the best interests of shareholders and other stakeholders. The Company places strong emphasis on risk management, regulatory compliance, and sustainability, recognising their importance to operational resilience and long-term value creation.

Transparency and stakeholder engagement remain key elements of the Company's governance framework. Shareholders and stakeholders are kept well-informed of the Company's performance, material developments, and governance practices through timely disclosures and continuous communication. Shareholders are encouraged to participate actively in the Company's Annual General Meetings (AGMs) and other shareholders engagement platforms

To support effective governance, the Company operates a structured framework comprising the Board of Directors, Board Committees, Management, and Governance Charters and Policies. Through these structures, the Company ensures that decisions are made with integrity and are guided by the principles of fairness, transparency, and accountability. The Company remains steadfast in its commitment to continuous improvement in its governance practices, in line with evolving regulatory expectations and international best practices..

The Board

The Board is composed of individuals with an appropriate mix of knowledge, skills, experience, and expertise to provide effective oversight of the Company. As the apex decision-making body, the Board is responsible for overseeing the management of the Company and ensuring that its resources and assets are judiciously utilised to enhance shareholders value and support long-term sustainability. The Directors bring a diversity of professional experience and perspectives, which supports effective decision-making and enables the Board to provide sound leadership in a dynamic and competitive business environment.

The Board operates in accordance with its Board Charter, which sets out its roles, responsibilities, and scope of authority. The Board provides overall strategic direction for the Company by approving its strategic and financial objectives and overseeing Management's execution of the approved plans. In discharging its responsibilities, the Board reviews and approves succession plans for Directors and senior management, oversees the adequacy and effectiveness of the Company's risk management frameworks and internal control systems, and ensures compliance with applicable laws, regulations, and corporate governance standards.

This governance framework supports the Board in the effective discharge of its oversight responsibilities and promotes the sustainable creation of long-term value for the Company and its shareholders.

Composition of the Board

In accordance with the Company's Articles of Association and the Nigerian Code of Corporate Governance (NCCG) 2018, the Board is composed of nine (9) Directors, a size considered appropriate for the effective oversight of the Company's operations and governance.

As at 31st December 2025, the Board comprised four (4) Non-Executive Directors, three (3) Independent Non-Executive Directors, and two

(2) Executive Directors. Together, the Directors bring a diverse mix of expertise, skills, and business experience, which support sound and well-informed decision-making in pursuit of the Company's objectives. The Directors continue to demonstrate a clear understanding of their fiduciary responsibilities and act in the best interests of the Company and its stakeholders.

Board Changes

During the year under review, there were no changes to the composition of the Board. The Chairman and The Chief Executive Officer

In accordance with the Nigerian Code of Corporate Governance 2018, the roles of the Chairman and the Managing Director/Chief Executive Officer (MD/CEO) are separate and are not exercised by the same individual. The Chairman provides leadership to the Board and ensures that it discharges its statutory and regulatory responsibilities. In consultation with the MD/CEO and the Company Secretary, the Chairman approves the agenda for Board meetings and facilitates effective deliberations and participation.

The MD/CEO is responsible for the execution of the Company's strategy and the management of its day-to-day operations within the limits of authority delegated by the Board and in accordance with Board-approved policies.

Each Executive Director is issued a formal contract of employment that sets out the terms of engagement and clearly defines their roles and responsibilities. Upon appointment, Directors are required to disclose any potential conflicts of interest and to complete a declaration of interest form for submission to the Board. Such declarations are subject to annual review and are updated as circumstances arise

Non-Executive Directors

The roles, responsibilities, and liabilities of Non-Executive Directors are clearly defined in their letters of appointment and in the Board Charter.

Upon appointment, each Director participates in a tailored induction programme aligned with the Company's Board Induction Policy and the Nigerian Code of Corporate Governance (NCCG) 2018, designed to address their specific needs. Directors are provided with comprehensive information on Board and Management matters and have unrestricted access to Executive Directors, the Company Secretary, and members of the Management team.

Non-Executive Directors are required to disclose any conflicts of interest upon appointment, annually, or as they arise, to ensure transparency and integrity in decision-making.

Independent Non-Executive Directors

In compliance with Section 14(1) of the Business Facilitation (Miscellaneous Provisions) Act, 2022, and Principle 7.2 of the Nigerian Code of Corporate Governance (NCCG), the Company has three Independent Non-Executive Directors, representing one-third of the Board.

Their appointments are made in accordance with the Company's Board Appointment Policy, through a rigorous and transparent evaluation of requisite skills, experience, independence, and personal integrity. The Governance, Establishment, and Remuneration Committee (GERC) oversees this process and recommends suitable candidates to the Board for approval.

The duties, liabilities, and terms of engagement of the INEDs are detailed in their letters of appointment. Their independence is confirmed annually through conflict-of-interest declarations and review by the Governance, Establishment, and Remuneration Committee.

Independent Non-Executive Directors are entitled only to Directors' fees. In line with Principle 7.2.1 of the NCCG 2018, their shareholding in the Company does not exceed 0.01%. They also have access to independent professional advice at the Company's expense, where required for the effective discharge of their responsibilities.

The Company Secretary

The Company Secretary, who also serves as the Chief Legal Officer, is a key member of the Management team, responsible for promoting sound corporate governance practices across the Company. She reports functionally to the Chairman of the Board and administratively to the Managing Director/Chief Executive Officer, and has direct access to the Board and its Committees.

Appointed by the Board following a rigorous selection process, the Company Secretary provides support, governance advisory services, and legal guidance to the Board and individual Directors on their powers, duties, and responsibilities. In her capacity as Chief Legal Officer, she ensures that the Company's operations are conducted in compliance with applicable laws, regulations, and internal policies, while safeguarding the Company's interests.

She also serves as a trusted governance adviser and business partner to the Board and its Committees, supporting effective decision-making in accordance with applicable laws and regulations. In addition, she coordinates the activities of the Board and its Committees, including organising meetings, maintaining proper records, and serving as Secretary to all Board Committees.

The Central Management Team.

The Managing Director/Chief Executive Officer (MD/CEO), supported by the Central Management Team, is responsible for the day-to-day management and operations of the Company in line with policies and strategies approved by the Board. The MD/CEO ensures strict compliance with applicable laws, regulations, and ethical standards, and promotes a culture of integrity and accountability across the organisation.

The Central Management Team holds weekly meetings, or as required, to deliberate on key operational matters, review performance, and address emerging business issues. These meetings provide a structured platform for informed decision-making and alignment with the Company's strategic objectives.

Board Appointment Process

The Board continuously enhances its effectiveness by appointing individuals with the requisite skills, expertise, and diverse perspectives, while retaining valuable institutional knowledge and experience to promote continuity.

The Governance, Establishment, and Remuneration Committee (GERC) plays a key role in ensuring that the composition of the Board aligns with the requirements of the Nigerian Code of Corporate Governance (NCCG) 2018. When a vacancy arises, the GERC identifies the competencies required, evaluates prospective candidates, and, following a rigorous assessment and interview process, recommends the most suitable candidate to the Board for approval.

The Board Board Meetings

The Board holds quarterly meetings in line with the approved Annual Board Calendar to discharge its oversight responsibilities and evaluate Management's performance. Special meetings are convened, as necessary, to address urgent matters requiring prompt attention.

Between scheduled meetings, the Board maintains ongoing engagement with Management to monitor progress, address emerging issues, assess the implementation of strategy, and provide necessary guidance.

Notices, agendas, and meeting papers are circulated well in advance of meetings to enable informed deliberations. Directors who are unable to attend meetings are provided with all relevant documents to remain informed on the Company's affairs.

In May 2025, the Board approved an increase in staff salaries as part of its oversight of employee welfare and retention in the prevailing economic climate. This decision reflects the Board's continued focus on workforce stability and organisational sustainability.

During the year, the Board also noted and supported employee recognition initiatives implemented by Management. As part of these initiatives, a long service award programme was conducted to recognise staff loyalty, dedication, and contributions to the Company's growth.

The Board met five (5) times during the period under review.

The following are the attendance records of the Directors at the meetings

Name of Director Date of meeting and attendance

In addition to the Statutory Audit Committee, the Board discharges its oversight responsibilities through four (4) Board Committees, each operating under a defined framework that sets out their powers, tenure, and responsibilities. These Committees are: the Finance and General-Purpose Committee, the Governance, Establishment and Remuneration Committee, the Board Audit Committee, and the Risk Management Committee.

The Committees assist the Board in overseeing the Company's operations and reviewing strategies aimed at enhancing long-term performance.

Each Committee reports to the Board in line with the approved reporting framework. While the Board retains ultimate decision-making authority, the Committees provide informed guidance and recommendations on matters presented to them by Management.

1. Finance and General-Purpose Committee

   The Finance and General-Purpose Committee is responsible for reviewing and making recommendations to the Board regarding the Company's periodic and long-term financial strategies and objectives. The Committee consists of five members: one Independent Non-Executive Director, two Non-Executive Directors (including the Chairman of the Committee), and two Executive Directors.

   The Committee's mandate includes reviewing annual budgets, audited and management accounts, assessing the Company's capital structure, evaluating contracts above Management's approval limits, and undertaking periodic reviews of the Company's financial position and liquidity. Through these activities, the Committee provides strategic financial guidance and supports the Board in achieving the Company's financial objectives.

   Report on FGPC Activities

   The Committee held five (5) scheduled meetings during the year. The table below outlines the attendance of Committee members at the meetings:

   Names Date of meeting and attendance

   	Designation	25/02/2025	22/04/2025	23/07/2025	23/10/2025	9/12/2025
   Kabiru Rabiu	Chairman(NED)	P	P	P	P	P
   Chimaobi Madukwe	Member (NED)	P	P	P	P	P
   Shehu Abubakar	Member (INED)	P	P	P	P	P
   Yusuf Haliru Binji	Member MD/CEO	P	P	P	P	P
   Chikezie Ajaero	Member (ED/CFO)	P	P	P	P	P

   Note: P = Present A = Absent

2. Governance, Establishment and Remuneration Committee

   The Governance, Establishment, and Remuneration Committee (GERC) supports the Board in the discharge of its responsibilities relating to corporate governance, Board and Senior Management appointments, succession planning, and remuneration oversight. The Committee operates under a Board-approved charter, which clearly defines its roles, responsibilities, and authority.

   The Committee establishes criteria for Board and Committee membership, assesses prospective Directors, and identifies the skills, experience, and competencies required to maintain an effective Board and Senior Management team. It also oversees succession planning to ensure leadership continuity across the Board and Senior Management.

   In addition, the Committee reviews Board and Committee charters and monitors the implementation of the Company's Code of Conduct and other key governance policies to promote high standards of ethical conduct and corporate governance across the Company. The Committee oversees the Board performance evaluation process and reviews Directors' training and continuing development needs to support ongoing effectiveness.

   During the year, and in line with the Nigerian Code of Corporate Governance (NCCG) 2018, the Committee facilitated a Board retreat aimed at enhancing Board effectiveness, strategic alignment, and governance practices.

   The Committee also considers and makes recommendations to the Board on the appointment of key management personnel, where required, based on recommendations from Management.

   As part of its governance oversight role, the Committee reviews corporate governance reports presented by the Company Secretariat on a bi-annual basis and provides guidance, where necessary, on governance and compliance matters.

   With respect to remuneration oversight, the Committee reviews remuneration frameworks and incentive arrangements and makes recommendations to the Board to ensure that remuneration structures are fair, competitive, and aligned with the Company's long-term strategic objectives.

   Report of the Governance, Establishment and Remuneration Committee

   The Committee held five (5) scheduled meetings during the year; the table below outlines the attendance of the members of the Committee at meetings held during the year:

   Names Date of meeting and attendance

   	Designation	26/02/2025	24/04/2025	24/07/2025	22/10/2025	10/12/2025
   Khairat Abdulrazaq Gwadabe	Chairman(INED)	P	P	P	P	P
   Chimaobi Madukwe	Member (NED)	P	P	P	P	P
   Kabiru Rabiu	Member (NED)	P	P	P	P	P
   Finn Arnoldsen	Member (NED)	P	P	P	P	P
   Shehu Abubakar	Member (INED)	P	P	P	P	P

   Note: P = Present

3. Risk Management Committee

The Risk Management Committee supports the Board in overseeing the Company's risk management framework by evaluating the nature, extent, and categories of risks facing the Company, their likelihood of occurrence, and the Company's capacity to manage and mitigate these risks.

The Committee, which is chaired by a Non-Executive Director, periodically reviews the approved Risk Management Framework to assess the adequacy and effectiveness of controls.

Its key responsibilities include overseeing the internal control framework, obtaining reasonable assurance on the effectiveness of the risk management and internal control systems, and reviewing the Company's risk management policies, including risk appetite and risk strategy, for recommendation to the Board, where required. In carrying out its duties, the Committee ensures compliance with regulatory requirements and supports the adoption of sound risk management practices to enhance the safety, security, and sustainability of the Company's operations.

Report of the Risk Management Committee Activities.

During the year under review, the Committee held four (4) scheduled meetings to consider Management reports, evaluate risk-related matters, and provide recommendations to the Board. Details of members' attendance are provided in the table below:

In compliance with Section 404 of the Companies and Allied Matters Act (CAMA) 2020, the Company constituted the Statutory Audit Committee. In line with the provisions of Section 404(3) of CAMA 2020, the Committee consists of three (3) shareholders and two (2) Non-Executive Directors. Members of the Committee possess diverse expertise in accounting, finance, taxation, risk management, business administration, and law

In accordance with Section 404(7) of CAMA 2020, the Committee reviews the scope and planning of audit engagements, examines auditors' findings and Management responses, and assesses the adequacy of the Company's internal controls and financial reporting systems.

The Committee also makes recommendations to the Board on the appointment, reappointment, or removal of external auditors and reviews and recommends their fees.

The Committee held five (5) meetings during the year under review. The table below shows the attendance of Committee members at the meetings:

Names Date of meeting and attendance

Note: P = Present

1. Board Audit Committee

   In compliance with Principle 11.4.7 of the NCCG 2018, the Board constituted a Board Audit Committee (BAC). The BAC operates under a Board-approved Charter and is composed of two (2) Non-Executive Directors and three (3) Independent Non-Executive Directors with financial literacy and the ability to analyse financial statements. The Committee is chaired by an Independent Non-Executive Director.

   The BAC supports the Board in overseeing Management's processes for ensuring the accuracy, integrity, and reliability of the Company's financial reporting. Its responsibilities include reviewing interim and annual financial statements, monitoring compliance with applicable accounting standards and regulatory requirements, overseeing the internal audit function, and reviewing the effectiveness of the Company's internal control systems. The Committee also reviews internal audit policies and processes and provides oversight on the safeguarding of corporate assets.

   The Committee held three (3) scheduled meetings during the year, and the attendance record is presented below:

   Names Date of meeting and attendance

   	Designation	25/02/2025	23/07/2025	22/10/2025
   Shehu Abubakar	Chairman (INED)	P	P	P
   Finn Arnoldsen	Member (NED)	P	P	P
   Khairat A.Gwadabe	Member (INED)	P	P	P
   Chimaobi Madukwe	Member (INED)	P	P	P
   Ganiat Adetutu Siyonbola	Member (INED)	P	P	P
   Note:	P = Present
   Risk Management Framework

   BUA Cement Plc has established a robust Enterprise Risk Management (ERM) Framework designed to align with recognised international standards and leading corporate governance practices. The Company adopts a structured and integrated approach to identifying, assessing, mitigating, and monitoring risks across its operations. The Framework comprises four key components:

   1. Risk Identification: Systematic identification of potential events, conditions, or actions that may affect the achievement of business objectives.

   2. Risk Assessment/Measurement: Evaluation of the likelihood and potential impact of identified risks on the Company's objectives.

   3. Risk Treatment/Control: Development and implementation of appropriate risk responses and controls to manage identified risks within acceptable levels.

   4. Risk Monitoring and Review: Continuous assessment of risk exposure and the effectiveness of controls, including follow-up actions to ensure responsiveness to evolving internal and external conditions.

      This approach enhances compliance with applicable laws and regulations and strengthens the Company's capacity for risk prevention, early detection, and effective mitigation of enterprise risks.

      Shareholders

      The Board and Management are committed to open, transparent, and timely communication with shareholders, investors, and other stakeholders. In accordance with regulatory requirements, shareholders receive the Annual Report at least 21 days prior to the Annual General Meeting (AGM).

      Shareholders also receive relevant information through the Company's website and the Nigerian Exchange Issuers' Portal and are given the opportunity to raise questions and engage with the Board and Management at the AGM.

      In line with the guidelines of the Securities and Exchange Commission and the directives of the Nigerian Exchange Limited, the Company has established a Complaints Management Framework. This framework provides structured channels for shareholders to submit feedback and seek resolution of complaints through the Company and its Registrars. The framework is available on the Company's website at:

      https://www.buacement.com/documents/Complaints-Management-Policy-002-120241011131041.pdf

      Board Retreat and Continuing Training for Director

      During the year under review, the Board held a two-day retreat focused on the Company's strategic direction, growth opportunities, and long-term business sustainability. The retreat provided a platform for in-depth deliberations on corporate strategy, market development, and performance optimization.

      In line with the Directors' Training Policy and Directors' Training Plan, Board members participated in various training programs aimed at enhancing their knowledge, strengthening governance effectiveness, and deepening their understanding of regulatory and industry developments.

      The training plan covered the following areas: corporate governance, regulatory and fiduciary responsibilities, company strategy, financial oversight, risk management, ethics, compliance, and relevant industry developments.

      Information Flow and Access to Management

      Board papers are circulated ahead of each meeting. The Managing Director presents relevant reports, along with supporting documents, for the Board's consideration, deliberation, and approval, as appropriate. The Board maintains effective communication with Management. The Company Secretary provides guidance on international best practices, corporate governance, and ethical standards to individual Directors and the Board. She also presents governance-related matters when required or when invited to do so

      Access to Independent Advice

      In line with international best practices, the Board may obtain independent professional advice at the Company's expense, where necessary. This supports Directors in the effective discharge of their duties and informed decision-making.

      Whistleblowing Policy

      The Company is committed to upholding high ethical standards and fostering a culture of transparency, integrity, and accountability. The Company has established a Whistleblowing Policy, which provides a framework for employees and other stakeholders to report suspected breaches of the Company's Code of Business Conduct and Ethics (CoBC) without fear of retaliation. Reports may be submitted through the Integrity Line available on the Company's website. The Whistleblowing mechanism is periodically reviewed to ensure its effectiveness.

      The Policy provides for the anonymity and protection of whistleblowers reporting suspected illegal, corrupt, unethical, or improper conduct. The Whistleblowing Policy is available at https://www.buacement.com/documents/BUA-CEMENT-PLC-WHISTLE-BLOWING-POLICY20241011130326.pdf

      Insider Information Policy

      In compliance with the Investments and Securities Act 2025, the Nigerian Code of Corporate Governance (NCCG) 2018, and the rules of the Nigerian Exchange Limited, the Company maintains an Insider Information and Insider Trading Policy. The Policy restricts Directors, employees, and any persons with access to material non-public information from trading in the Company's securities during Closed Periods or any unauthorized trading periods..

      Beyond regulatory compliance, the Company emphasises the protection of confidential, price-sensitive information by Directors, employees, and relevant stakeholders. The Company Secretary periodically reminds Directors, employees, and other relevant individuals about their obligations under the Policy, particularly during Closed Periods. The Company Secretary also maintains procedures for monitoring trading in the Company's securities to ensure compliance with applicable regulations and to prevent the risk of breaches by Directors or employees.

      Succession Planning

      BUA Cement Plc maintains a succession planning policy designed to support leadership continuity and business stability. The Policy provides a structured framework for identifying critical roles, assessing internal talent, and preparing high-potential employees for future leadership positions through targeted development initiatives.

      During the year, the Company engaged an external consultant to provide advisory support in further strengthening the implementation of the Policy and enhancing transition planning processes. This formed part of the Company's continuous improvement approach to successful succession planning and talent management.

      Board Evaluation Policy

      The Board has implemented a Board Evaluation Policy to promote excellence and continuous improvement. The Policy provides a structured approach for assessing the performance of the Board, its Committees, and individual Directors.

      In line with Principle 15 of the Nigerian Code of Corporate Governance (NCCG) 2018, the Board has established a formal system for evaluating its performance. Following an externally facilitated evaluation conducted in the prior year, the Company Secretary has initiated the process for this year's internal Board evaluation. The Board performance evaluation assesses the effectiveness of the Board, its Committees, and individual Directors, with a view to identifying areas for continuous improvement in governance and oversight.

      Corporate Governance Awards and Recognition

      In recognition of its corporate governance practices, the Company received a Corporate Governance Award from the Chartered Institute of Directors Nigeria, in collaboration with the Nigerian Exchange Group. The Company was also honoured with the NGX Made of Africa Award for Most Compliant Listed Company by the Nigerian Exchange Group.

      These recognitions reflect the Company's commitment to upholding high standards of corporate governance and regulatory compliance

      Conflict of Interest Policy

      To assist Directors and senior executives in identifying, disclosing, and managing actual or perceived conflicts of interest, the Board has adopted a Conflict-of-Interest Policy.

      The Policy requires newly appointed Directors to disclose their interests in any entity where they serve as directors, officers, employees, auditors, creditors, or significant shareholders. In accordance with the Policy, any Director with a potential conflict of interest in a related-party transaction is required to disclose such conflict to the Board through the Company Secretary before or at the relevant meeting and to abstain from discussions and voting on the matter.

      During the year under review, all Directors duly completed the Declaration of Interest forms in line with the Policy.

      Code of Conduct and Ethics

      BUA Cement Plc is guided by a Code of Business Conduct and Ethics (CoBC), which outlines the ethical standards expected of all employees. The Code reinforces the Company's commitment to human rights, fair labour practices, environmental responsibility, and anti-bribery compliance.

      The CoBC is periodically reviewed to ensure its continued relevance and effectiveness. Employees are required to adhere to its principles, and new hires acknowledge their commitment to the Code as part of the onboarding process.

      In line with best governance practices, Directors are required to complete and sign the Code of Business Conduct and Ethics declaration form annually, affirming their commitment to the Company's core values and their fiduciary duties of care and loyalty.

      Code of Conduct for Suppliers and Service Providers

      To promote ethical and responsible business practices, BUA Cement Plc has implemented a Code of Conduct for Suppliers and Service Providers. The Code outlines the standards of behaviour expected from all third parties engaging with the Company.

      All new contracts with suppliers and service providers incorporate the Code of Conduct by reference. This approach ensures consistent adherence to ethical standards across all business relationships.

      Data Protection

      The Company has implemented systems to ensure that personal data collected from employees, customers, suppliers, service providers, and other stakeholders adhere to the Nigeria Data Protection Act (NDPA) 2023, and Nigeria Data Protection Regulation (NDPR) 2019.

      For detailed information regarding the Company's approach to privacy, stakeholders can refer to the Privacy Policy available on the official website at https://www.buacement.com/documents/BUA-CEMENT-PLC-GENERAL-PRIVACY-POLICY20241011130230.pdf

      This policy outlines the procedures for handling personal data by the Company and underscores the rights and protections granted to individuals whose information is processed.

      During the period under review, the Company conducted its annual Data Protection Compliance audit through a licensed Data Protection Compliance Organisation (DPCO) in accordance with applicable regulatory requirements. The Compliance Audit Return for 2025 is scheduled to be filed with the Nigeria Data Protection Commission (NDPC) by the regulatory deadline of 31st March 2026, in fulfilment of statutory obligations and in support of robust data governance practices.

      Related Party Transactions

      The details of the transactions of the Company with its related parties during the review period are outlined in note 30(b) of the Financial Statements.

      Remuneration of Directors

      The remuneration of both Executive and Non-Executive Directors is determined in accordance with the Company's Remuneration Policy for Directors. The Policy is periodically reviewed to ensure alignment with industry best practices, competitiveness, and the evolving needs of the Company.

      To promote accountability and performance, the Board has established Key Performance Indicators (KPIs) for Executive Management, against which performance is regularly measured. This ensures alignment with the Company's strategic objectives and supports sustained value creation.

      Sustainability

      Since its inception, BUA Cement's Board and Management have maintained a focus on sustainability and the provision of solutions that support housing and infrastructure development. The Company prioritises quality and innovation in its operations to deliver value, meet the evolving needs of its customers, and contribute to economic empowerment and national development in Nigeria and across Africa.

      In furtherance of its sustainability objectives, the Company seeks to minimise the environmental impact of its operations through compliance with applicable emission standards, initiatives to reduce freshwater consumption, water recycling and treatment, and reclamation efforts. The Company also supports government development initiatives aligned with the Sustainable Development Goals (SDGs). Its social investment programmes include educational scholarships, the provision of potable water through boreholes, support for healthcare facilities, and the development of community infrastructure in its areas of operation.

      Review of Governance Policies and Charters

      As part of its commitment to continuous improvement in corporate governance, the Company commenced a review of its policies and charters to ensure alignment with recent developments, regulatory changes, and evolving best practices.

      During the year under review, the Governance, Establishment and Remuneration Committee (GERC) initiated the review of these policies and charters to ensure their continued relevance and effectiveness.

      Compliance Statement

      BUA Cement is committed to high standards of corporate governance and to conducting its business with integrity, transparency and accountability. The Company complies with the principles of the Nigerian Code of Corporate Governance (2018) and applicable regulatory requirements. In line with the disclosure requirements of the Nigerian Exchange Group, the Company maintains a compliance framework that is regularly reviewed to ensure alignment with regulatory expectations and its strategic objectives. This approach supports sustainable business practices and long-term value creation for stakeholders.

      By Order of the Board of Directors

      
      
      

      Hauwa Satomi (Mrs)

      Company Secretary/Chief Legal Officer FRC No: FRC/2022/NBA/002/00000023786

      BUA Cement Plc Lagos Nigeria

      8 February 2026

      The Audit Committee is pleased to present this report for the financial year ended 31 December 2025 in compliance with Section 404 (7) of the Companies and Allied Matters Act 2020. The Committee has the oversight responsibility for the Company's financial statements.

      The Audit Committee is an independent statutory committee appointed by the shareholders and the Board. The Committee performs its functions on behalf of BUA Cement Plc.

      Audit Committee Terms of Reference

      The Audit Committee has adopted a formal terms of reference as contained in its charter that has been approved by the Board of Directors. The Committee has conducted its affairs in compliance with its terms of reference and has discharged its responsibilities contained therein. It reports its findings to the Board and the Shareholders at the Annual General Meeting.

      The Committee comprises three shareholders, one of whom chairs it, and two Non-Executive Directors nominated by the Board and meets quarterly, or whenever the need arises.

      The Audit Committee meets at least four times per year, with authority to convene additional meetings, as circumstances require.

      Executive Directors, external auditors, internal auditors, financial management and other assurance providers attend meetings by invitation only.

      Below is the list of members and the number of meetings held during the year,

      Names Date of meeting and attendance

      		25/02/2025	22/04/2025	21/07/2025	23/10/2025	09/12/2025
      Ajibola A. Ajayi		P	P	P	P	P
      Kabiru A. Tambari		P	P	P	P	P
      Oderinde Taiwo		P	P	P	P	P
      Kabiru Rabiu		P	P	P	P	P
      Ganiat Adetutu Siyonbola		P	P	P	P	P
      Note:	P = Present
      Roles and Responsibilities

      The Audit Committee carried out its functions through the attendance of Audit Committee meetings and discussions with executive management, the Head of the internal audit and external auditors.

      Statutory duties

      The Audit Committee's role and responsibilities are as stipulated by section 404 (7) of the Companies and Allied Matters Act, 2020. The Audit Committee is satisfied that it has complied with its legal, regulatory and other responsibilities.

      External Auditor Appointment and Independence

      In terms of the provisions of the Companies and Allied Matters Act, the Audit Committee has satisfied itself that the external auditor, PricewaterhouseCoopers, is independent of the Company and has ensured that the appointment of the auditor complied with the Companies and Allied Matters Act and any other legislation relating to the appointment of auditors.

      The Committee, in consultation with executive management, agreed to the engagement letter, terms, audit plan and budgeted fees for the year ended 31 December 2025.

      Financial statements and Accounting Practices

      The Audit Committee has reviewed the accounting policies and the financial statements of the Company and is satisfied that they are appropriate and comply with the IFRS Accounting Standards, the Companies and Allied Matters Act and the Securities and Exchange Commission Listing Requirements.

      Internal financial controls

      The Audit Committee has overseen a process by which internal audit performed an assessment of the effectiveness of the Company's system of internal control, including internal financial controls. The Audit Committee is satisfied with the effectiveness of the Company's internal financial controls.

      Duties Assigned by the Board

      In addition to the statutory duties of the Audit Committee, as reported above, the Board of Directors has determined further functions for the Audit Committee to perform. These functions include the following:

      In compliance with the Provisions of Section 404(7) of the Companies and Allied Matters Act 2020, we report as follows:

      • We have ascertained and hereby confirm that the accounting and reporting policies of the Company are in accordance with legal requirements and agreed ethical practices;

      • The scope and planning of audit requirements for the year ended 31 December 2025 are adequate;

      • We are satisfied with the External Auditors' Management Report for the year ended 31 December 2025, as well as the response of the Management thereto.

      
      
      

      Mr. Ajibola Ajayi FCA, CFA Chairman Audit Committee FRC/2015/ICAN/00000011387

      Dated this: 24th day of February 2026

      AUDIT COMMITTEE MEMBERS:

      Ajibola Ajayi FCA, CFA - Chairman - Independent Shareholder Oderinde Taiwo - Member - Independent Shareholder

      Kabiru A. Tambari - Member - Independent Shareholder

      Kabiru Rabiu - Member - Director Ganiat Adetutu Siyonbola - Member - Director

      Statement of Directors' Responsibilities

      The Companies and Allied Matters Act requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of financial affairs of the company at the end of the year and of its profit or loss. The responsibilities include ensuring that the company:

      1. keeps proper accounting records that disclose with reasonable accuracy, the financial position of the Company and comply with the requirement of the Companies and Allied Matters Act 2020;

      2. establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other irregularities; and

      3. prepares its financial statements using suitable accounting policies supported by reasonable and prudent judgements and estimates, and are consistenty applied.

         The Directors accept responsibility for the financial statements, which have been prepared using appropriate accountng policies supported by reasonable and prudent judgements and estimates. In conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board, and the requirements of the Financial Reporting Council of Nigeria Act and the Companies and Allied Matters Act.

         The Directors are of the opinion that the financial statements give a true and fair view of the state of the financial affairs of the Company and of its profit. The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial control.

         
         
         
         
         

         Nothing has come to the attention of the Directors to indicate that the Company will not remain a going concern for at least twelve months from the date of this statement.

         
         
         

         Abdul Samad Rabiu, CFR, CON	Chikezie Ajaero	Yusuf H. Binji
         Chairman	Chief Finance Officer	Managing Director
         FRC/2014/IODN/00000010111	FRC/2014/ICAN/00000010408	FRC/2013/NSE/0000001746
         26 February 2026	26 February 2026	26 February 2026

         Statement of Corporate Responsibilities over Financial Reporting

         Pursuant to Section 405 of the Companies and Allied Matters Act, 2020, we confirm that we have reviewed the Audited Financial Statements of BUA Cement Plc ("BUA Cement" or Company") for the year ended 31 December 2025

         We acknowledge our responsibility for establishing and amaintaining internal controls within BUA Cement and have designed such internal controls to ensure that material information relating to the Company is made known to us by other officers of the Company, particularly during the period in which the Audited Financial Statements were prepared.

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

         We also confirm that the Company's Auditors and Audit Committee have been informed about the following;

         1. all significant deficiencies in the design or operation of internal controls which could adversely affect the company's ability to record , process, summarise and report financial data, and has identified for the Company's Auditors any material weaknesses in internal controls, and

         2. whether or not, there is any fraud that involves management or other employees who have a significant role in the Company's internal control;

During the year, there were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our evaluation , including any corrective actions with regard to significant deficiencies and material weakness.

We hereby certify that based on our knowledge, the Financial Statements do not contain any untrue statement of material fact or material omossion that may make the Financial Statements misleading and the Financial Statements fairly presents in all material respects the financial condition and results of operations of the Company for the year ended 31 December 2025.

Yusuf Haliru Binji Chief Executive Officer

26 February 2026

Chikezie Ajaero

Chief Financial Officer 26 February 2026

To comply with the provisions of Section 1.3 of SEC Guidance on Implementation of Sections 60-63 of Investments and Securities Act 2007, we hereby make the following statements regarding the Internal Controls of BUA Cement Plc for the year ended 31 December 2025:

1. BUA Cement Plc's Management is responsible for establishing and maintaining a system of internal control over financial reporting ("ICFR") that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards.

2. BUA Cement Plc's Management used the Committee of Sponsoring Organization of the Treadway Commission (COSO) Internal Control-Integrated Framework to conduct the required evaluation of the effectiveness of the entity's ICFR;

3. BUA Cement Plc's Management has assessed that the entity's ICFR as of the end of 31 December 2025 is effective.

4. BUA Cement Plc's external auditor Messrs PricewaterhouseCoopers that audited the financial statements, included in the annual report, has issued an attestation report on management's assessment of the entity's internal control over financial reporting.

   
   
   

   The attestation report of Messrs PricewaterhouseCoopers that audited its financial statements will be filed as part of BUA Cement Plc's annual report.

   
   
   

   Yusuf Haliru Binji Chikezie Ajaero

   Managing Director Chief Financial Officer

   FRC/2013/NSE/0000001746 FRC/2014/ICAN/00000010408

   26 February 2026 26 February 2026

   I, Yusuf H. Binji, certify that:

   1. I have reviewed the report of management on the internal control system of BUA Cement Plc;

   2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   3. Based on my knowledge, the financial statements, and other financial information, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented;

   4. The Company's other certifying officer(s) and I:

      • are responsible for establishing and maintaining internal controls;

      • have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

      • have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      • have evaluated the effectiveness of the Company's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.

   5. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control system, to the Company's auditors and the Audit Committee of the Company's Board of Directors (or persons performing the equivalent functions):

      • All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the Company's ability to record, process, summarise and report financial information; and;

      • Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control system.

   6. The Company's other certifying officer(s) and I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

      
      
      

      Yusuf Haliru Binji Managing Director

      FRC/2013/NSE/0000001746

      26 February 2026

      I, Chikezie Ajaero, certify that:

   7. I have reviewed the report of management on the internal control system of BUA Cement Plc;

   8. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   9. Based on my knowledge, the financial statements, and other financial information, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented;

   10. The Company's other certifying officer(s) and I:

       • are responsible for establishing and maintaining internal controls;

       • have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

       • have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

       • have evaluated the effectiveness of the Company's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the period covered by this report based on such evaluation.

   11. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control system, to the Company's auditors and the Audit Committee of the Company's Board of Directors (or persons performing the equivalent functions):

       • All significant deficiencies and material weaknesses in the design or operation of the internal control system which are reasonably likely to adversely affect the Company's ability to record, process, summarise and report financial information; and;

       • Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control system.

   12. The Company's other certifying officer(s) and I have identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

       
       
       

       Chikezie Ajaero Chief Finance Officer

       FRC/2014/ICAN/00000010408

       26 February 2026

       -Q4'PC

       Independent auditor's repom

       
       
       

       Rnport on the audit of the financial statements

       
       
       
       
       
       
       

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Rggagemeat Partner: VinXa Yusuf

PRC/zoy/PRO/ICAN/ooh/ooooooo5i6i