Quarter 1 - financial statement for 2026

CHELLARAMS PLC - RC 639

Compliance Certification 3 - 4

Security Trending Policy 5

Shareholding Structure 6

Compliance 7 - 8

Consolidated Statement of Comprehensive Income 9

Consolidated Statement of financial Position 10

Statement of Cash flows 11

Statement of Changes in Equity 12 - 13

Summary 14

Notes to the Financial Statements 15 - 33

CHIEF SURESH M. CHELLARAM

Managing Director

FRC/ 2013/IODN/00000005336

MR. ADITYA S. CHELLARAM

Chief Executive Officer

FRC/ 2013/IODN/00000005335

CHIEF SURESH M. CHELLARAM

Managing Director

FRC/ 2013/IODN/00000005336

MR. ADITYA S. CHELLARAM

Chief Executive Officer

FRC/ 2013/IODN/00000005335

The Company has securities trading policy applicable and circulated to directors, insiders, external advisers and all employees that may at any time possess any inside or material information about our company.

The Company has adopted a code of conduct regarding securities transaction by the directors on terms no less exacting than the required standard set out in the Listing Rules of the Nigerian Stock Exchange.

The Company made specific enquiry of all directors whether they have complied with the required standard set out in the listing rules and the Company's code of conduct regarding securities transactions by directors and the company is unaware of any non‐compliance.

The Directors' interest in the issued share capital of the Company as recorded in the Register of Members for the purposes of Section 301 and 302 of the Companies and Allied Matters Act, 2020 and the listing requirements of the Nigerian Exchange Ltd (NGX) for the period under review are as follows:

• Asiwaju S. K. Onafowokan represents the interest of Eskay Investment Limited

• Chief S. M. Chellaram represents the interest of Chellsons (Bermuda) Limited

• Mr. A. S. Chellaram represents the interest of Westfield Consultants Limited

ANALYSIS OF SHAREHOLDING

The following is the analysis of shareholdings in the Register of Members as at 31 March, 2025:

PARTICLARS OF SHAREHOLDERS HOLDING MORE THAN 5% OF THE ISSUED SHARE CAPITAL OF THE COMPANY

In compliance with Section 404(7) of the Companies and Allied Matters Act, 2020 ('The Act'), we, the members of the Audit Committee have reviewed and considered the Financial Statements of the Company for the year ended 31 March, 2025 and the reports thereon and confirm as follows:

1. The accounting and reporting policies of the Company are in accordance with legal requirements and ethical practices.

2. The scope and planning of the audit requirements were in our opinion adequate,

3. We have reviewed the findings on management matters, in conjunction with the External Auditors and are satisfied with the responses of management thereon.

4. The Company's system of accounting and internal controls were adequate.

5. We have made the recommendations required to be made in respect of the Auditors.

   
   
   Chairman, Audit Committee Mr. Ezekiel M. Faniyi - FCA FRC/2015/ICAN/00000010981 Other Members: Alhaji Ahmed A. Abdulkadir Mrs. Morenike Agbe-Davies Prince Yomi Ogunsowo Mr. Peter Eyanuku

   CHELLARAMS PLC
   CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
   For the period ended 30th June 2025								N'000
   Particulars			Company	Group			Company	Group
   			April'25 to June'25	April'25 to June'25			April'24 to June'24	April'24 to June'24
   REVENUE			1,780,918	5,261,990			995,852	4,101,157
   COST OF SALES			1,640,246	4,760,395			874,645	3,480,156
   GROSS PROFIT			140,672	501,596			121,207	621,000
   DISTRIBUTION EXPENSES			12,748	74,557			4,511	74,508
   ADMINISTRATIVE EXPENSES			228,100	366,921			170,204	302,699
   OTHER INCOME			(174,907)	(174,907)			(131,833)	(132,129)
   FINANCE COST			138,406	273,545			141,882	329,122
   FAIR VALUE GAINS ON INVESTMENT PROPERTIES			-	-			-	-
   FAIR VALUE LOSS IN INVESTMENT IN ASSOCIATES			-	-			-	-
   GAIN ON DISPOSAL OF INVESTMENT EQUITY
   SHARE OF LOSS FROM ASSOCIATES			-	-			-	-
   PROFIT BEFORE TAXATION			(63,675)	(38,521)			(63,557)	46,801
   INCOME TAX EXPENSES			-	6,721			-	10,319
   PROFIT AFTER TAXATION FROM CONTINUING OPERATIONS			(63,675)	(45,242)			(63,557)	36,482
   ATTRIBUTABLE TO :
   OWNERS OF THE PARENT COMPANY			(63,675)	(35,822)			(63,557)	34,908
   NON CONTROLLING INTEREST			-	(9,420)			-	1,574
   			(63,675)	(45,242)			(63,557)	36,482
   OTHER COMPREHENSIVE INCOME
   REVALUATION SURPLUS			-	-			-	-
   ACTURIAL GAIN / (LOSS)			-	-			-	-
   TOTAL OTHER COMPREHENSIVE INCOME			-	-			-	-
   TOTAL COMPREHENSIVE INCOME			(63,675)	(45,242)			(63,557)	36,482
   ATTRIBUTABLE TO :
   OWNERS OF THE PARENT COMPANY			(63,675)	(35,822)			(63,557)	34,908
   NON CONTROLLING INTEREST			-	(9,420)			-	1,574
   			(63,675)	(45,242)			(63,557)	36,482
   Chief S.M.Chellaram			Aditya Chellaram				Mr. Emmanuel E. Ebosele
   Managing Director			Chief Executive Officer				General Manager (Finance)
   FRC/2013/IODN/00000005336			FRC/2013/IODN/00000005335				FRC/2022/PRO/ICAN/ 001/467370

   CHELLARAMS PLC
   CONSOLIDATED STATEMENT OF FINANCIAL POSITION
   As at 30th June 2025								N'000
   Particulars			Company	Group			Company	Group
   			As at 30th June'25	As at 30th June'25			As at 31st March'25	As at 31st March'25
   ASSETS
   NON CURRENT ASSETS
   PROPERTY PLANT EQUIPMENT			14,050,802	15,257,546			14,073,372	15,271,805
   INVESTMENT PROPERTY			-	-
   HELD TO MATURITY ASSETS			148,019	-			148,019
   INVESTMENT IN ASSOCIATED UNDERTAKINGS			-	-
   DEPOSIT FOR SHARES			-	-
   INVESTMENT IN SUBSIDIARIES			10,000	-			10,000
   DEFERRED TAX ASSETS			-	-
   OTHER ASSETS			-	-
   			14,208,821	15,257,546			14,231,391	15,271,805
   CURRENT ASSETS
   INVENTORIES			1,513,432	3,423,129			1,214,716	2,729,070
   PREPAYMENTS			100,337	272,235			47,822	285,150
   TRADE AND OTHER RECEIVABLES			522,262	1,790,769			605,929	2,134,935
   DUE FROM SUBSIDIARIES			59,579	2,565,613			59,579	2,394,071
   CASH AND CASH EQUIVALENT			282,407	499,749			281,940	490,336
   			2,478,017	8,551,495			2,209,986	8,033,562
   LIABILITIES
   CURRENT LIABILITIES
   TRADE AND OTHER PAYABLES			4,823,714	13,100,517			4,639,996	11,354,239
   OVERDRAFT			-	-
   BANK IMPORT FINANCE			-	1,317,841				3,461,659
   COMMERCIAL PAPER			-	-
   CURRENT PORTION OF TERM LOAN			-	156,329
   CURRENT PORTION OF BONDS			-	-
   FINANCE LEASE			-	-
   CURRENT TAX PAYABLE			125,342	296,320			125,343	220,618
   DUE TO RELATED PARTIES			253,115	253,115			253,115	1,720,635
   EMPLOYEE BENEFITS			-	2,646
   	-		5,202,171	15,126,768			5,018,454	16,757,151
   NET CURRENT ASSETS			(2,724,154)	(6,575,274)			(2,808,468)	(8,723,589)
   NON CURRENT LIABILITIES
   LONG TERM LOANS			2,269,828	4,546,249			2,144,411	2,364,068
   LONG TERM BONDS			-	-
   FINANCE LEASE			-	-
   EMPLOYEE BENEFITS			-	272				3,441
   SUBORDINATED DEBT			1,310,791	1,310,791			1,310,791	1,310,791
   DEFERRED TAX LIABILITY			511,174	574,577			511,174	574,293
   	-	-	4,091,793	6,431,889			3,966,376	4,252,593
   NET ASSETS			7,392,874	2,250,383			7,456,549	2,295,623
   EQUITY TO EQUITY HOLDERS OF PARENT
   SHARE CAPITAL			361,463	361,463			361,463	361,463
   PREFERENCE SHARE CAPITAL			-	-
   REVALUATION RESERVE			13,179,826	13,179,826			13,179,826	13,179,827
   GENERAL RESERVE			(6,148,415)	(9,542,785)			(6,084,740)	(9,511,468)
   Sub Total	-	-	7,392,874	3,998,504			7,456,549	4,029,822
   NON CONTROLLING INTEREST			-	(1,748,121)				(1,734,199)
   TOTAL EQUITY			7,392,874	2,250,383			7,456,549	2,295,623
   							-	-
   Chief S.M.Chellaram			Aditya Chellaram				Mr. Emmanuel E. Ebosele
   Managing Director			Chief Executive Officer				General Manager (Finance)
   FRC/2013/IODN/00000005336			FRC/2013/IODN/00000005335				FRC/2022/PRO/ICAN/ 001/467370

   CHELLARAMS PLC
   CONSOLIDATED STATEMENT OF CASH FLOWS
   For the period ended 30th June 2025								N'000
   Particulars			Company	Group			Company	Group
   			April'25 to June'25	April'25 to June'25			April'24 to June'24	April'24 to June'24
   Cash Flows from Operating activities:
   Cash received from Customers			2,039,494	5,609,526			433,037	901,606
   Cash Payment to Suppliers and Employees			(2,009,958)	(5,525,433)			(209,066)	(437,593)
   Income Tax Paid			(1)	69,265			(108,718)	(180,053)
   Dividend from Subsidiaries
   Net Cash from/(used) in Operating activities			29,535	153,358			115,254	283,960
   Cash Flows from Investing activities:
   Held to Maturity Assets			-	-			-
   Fair Value through Profit/Loss
   Investment in Associated undertakings			-	-			-	-
   Investment in Subsidiaries			-	-			-	-
   Purchase/(Sale) of Property, Plant & Equipment			(16,079)	(65,092)			(8,715)	(94,384)
   Deferred Expenditure
   Dividend from Investments
   Proceeds from disposal of Investment
   Purchase of Property, Plant & Equipment (Inv. Property)
   Net Cash from/(used) in Investing activities			(16,079)	(65,092)			(8,715)	(94,385)
   Cash Flows from Financing activities:
   Term Loan			125,417	2,338,510			-	476,110
   Finance Lease			-	-			-	-
   Bonds			-	-			-	-
   Commercial Papers			-	-			-	-
   Bank Import Finance			-	(2,143,818)			-	267,856
   Preference Share Capital			-	-
   Subordinated Debt
   Dividend Paid
   Equity -Deposit for Shares			-	-			-	-
   Finance cost			(138,406)	(273,545)			(107,549)	(174,150)
   Net Cash from/(used) in Financing activities			(12,989)	(78,854)			(107,549)	569,815
   Net Increase/(decrease) in Cash and Cash equivalents			467	9,413			(1,010)	759,391
   Opening Cash and Cash equivalents			281,940	490,336			87,645	(149,817)
   Closing Cash and Cash equivalents			282,407	499,749			86,635	609,574
   Chief S.M.Chellaram			Aditya Chellaram				Mr. Emmanuel E. Ebosele
   Managing Director			Chief Executive Officer				General Manager (Finance)
   FRC/2013/IODN/00000005336			FRC/2013/IODN/00000005335				FRC/2022/PRO/ICAN/ 001/467370

   CHELLARAMS PLC
   STATEMENT OF CHANGES IN EQUITY
   Attributable to Equity holders of the Company				N'000
   	Issued	Revaluation	Retained	Total Equity
   	Share Capital	Reserves	Earnings
   Balance at 1st April 24	361,463	6,409,404	(6,148,565)	622,302
   Change in Equity from April'24 to June'24
   Profit for the period			(63,557)	(63,557)
   Other Comprehensive Income for the period
   Total Comprehensive Income for the period	-	-	(63,557)	(63,557)
   Transaction with Owners , recorded directly in Equity
   Dividend Paid during the period
   Balance at 30th June 2024	361,463	6,409,404	(6,212,122)	558,745
   STATEMENT OF CHANGES IN EQUITY
   Attributable to Equity holders of the Company				N'000
   	Issued	Revaluation	Retained	Total Equity
   	Share Capital	Reserves	Earnings
   Balance at 1st April 25	361,463	13,179,826	(6,084,739)	7,456,550
   Change in Equity from April'25 to June'25
   Profit for the period			(63,675)	(63,675)
   Other Comprehensive Income for the period
   Total Comprehensive Income for the period	-	-	(63,675)	(63,675)
   Transaction with Owners , recorded directly in Equity
   Dividend Paid during the period
   Balance at 30th June 2025	361,463	13,179,826	(6,148,415)	7,392,874
   Chief S.M.Chellaram	Aditya Chellaram			Mr. Emmanuel E. Ebosele
   Managing Director	Chief Executive Officer			General Manager (Finance)
   FRC/2013/IODN/00000005336	FRC/2013/IODN/00000005335			FRC/2022/PRO/ICAN /001/467370

   CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
   Attributable to Equity holders of the Group								N'000
   	Issued		Revaluation	Retained	Total Equity	Non-Controlling		Total Equity
   	Share Capital		Reserves	Earnings		Interest
   Balance at 1st April 24	361,463		6,409,404	(7,620,953)	(850,086)	(1,047,747)		(1,897,833)
   Prior period Restatement
   Change in Equity from April'24 to June'24
   Profit for the period				34,908	34,908	1,574		36,482
   Other Comprehensive Income for the period
   -Revaluation Surplus
   Total Comprehensive Income for the period	-	-	-	34,908	34,908	1,574	-	36,482
   Transaction with Owners , recorded directly in Equity
   Contributions by and distributions to Owners
   Issue Share
   Balance at 30th June 2024	361,463	-	6,409,404	(7,586,045)	(815,178)	(1,046,173)	-	(1,861,351)
   CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
   Attributable to Equity holders of the Group								N'000
   	Issued		Revaluation	Retained	Total Equity	Non-Controlling		Total Equity
   	Share Capital		Reserves	Earnings		Interest
   Balance at 1st April 25	361,463		13,179,827	(9,511,468)	4,029,823	(1,734,199)		2,295,625
   Prior period Restatement
   Change in Equity from April'25 to June'25
   Profit for the period				(35,822)	(35,822)	(9,420)		(45,242)
   Other Comprehensive Income for the period					-			-
   Total Comprehensive Income for the period	-	-	-	(35,822)	(35,822)	(9,420)	-	(45,242)
   Transaction with Owners , recorded directly in Equity
   Non Controlling Interest Reserve					-			-
   Preference Share Capital					-			-
   Balance at 30th June 2025	361,463	-	13,179,827	(9,547,290)	3,994,001	(1,743,618)	-	2,250,383
   Chief S.M.Chellaram			Aditya Chellaram				Mr. Emmanuel E. Ebosele
   Managing Director			Chief Executive Officer				General Manager (Finance)
   FRC/2013/IODN/00000005336			FRC/2013/IODN/00000005335				FRC/2022/PRO/ICAN/ 001/467370

   below has to be Group Information as per CS mail dated 3'8'15

   CHELLARAMS PLC
   UNAUDITED RESULTS FOR THE Ist QUARTER ENDED JUNE 30, 2025
   REVENUE JUNE 2025 N 5.262B JUNE 2024 N4.101B PROFIT BEFORE TAX JUNE 2025 N(38.521)M JUNE 2024 N46.801M
   PROVISION FOR TAX JUNE 2024 N6.721M JUNE 2024 N 10.319M PROFIT AFTER TAX JUNE 2025 N(45.242)M JUNE 2023 N36.482M
   Chief S.M.Chellaram			Aditya Chellaram				Mr. Emmanuel E. Ebosele
   Managing Director			Chief Executive Officer				General Manager (Finance)
   FRC/2013/IODN/00000005336			FRC/2013/IODN/00000005335				FRC/2022/PRO/ICAN/ 001/467370

   CHELLARAMS PLC AND ITS SUBSIDIARY COMPANIES FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 NOTES TO THE FINANCIAL STATEMENTS

   1. The Company - Corporate information and principal activities

      Chellarams Plc (The Company) was incorporated on 13 August 1947 as a private limited liability Company with the primary aim of doing business of distribution, trading and manufacturing. The entity later became a public limited liability Company and was admitted to the official list of the Nigerian Stock Exchange on 29 November 1974 as a Public Company. The entity comprises three subsidiaries namely: Dynamic Industries Limited, United Technical and Allied Services Limited and Chellarams DMK Limited. United Technical and Allied Services Limited is wholly owned subsidiary while the Company has 77.71% and 74% shareholding in Dynamic Industries Limited and Chellarams DMK Limited respectively. The principal activities of Chellarams Plc are trading and distribution of fast moving consumer goods, ingredients and consumer durables and industrial chemicals.

      Its registered office is at Plot 110/114 Oshodi Apapa Expressway, Isolo, Lagos.

   2. Basis of preparation

(a). Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC) and the requirements of the Companies and Allied Matters Act, 2020.

The financial statements were authorised for issue by the Board of Directors on 27 June 2025.

.(b). Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following:

Financial instruments, land and building and investment properties which are measured at fair value.

1. Functional and presentation currency

   These financial statements are presented in Naira, which is the holding and subsidiary Companies functional currency. Amounts are rounded to the nearest thousands, unless otherwise stated.

2. Use of estimates and judgement

   The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and judgments. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.

   3(a) New standards, interpretations and amendments effective from 1 April 2020

   New standards that were adopted in the annual financial statements for the year ended 31 March 2021, but had no significant effect or impacts on the group are:

   • IAS 1 Presentation of Financial Statements and

   • IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment - Disclosure Initiative - Definition of Material); and

   • Revisions to the Conceptual Framework for Financial Reporting.

   • Definition of a Business (Amendments to IFRS 3);

   • Interest Rate Benchmark Reform - IBOR 'phase 2' (Amendments to IFRS 9, IAS 39 and IFRS 7); and

   • COVID-19-Related Rent Concessions (Amendments to IFRS 16).

1. New standards, interpretations and amendments issued not yet effective

   There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the group has decided not to adopt early.

   The following amendments have not been adopted in preparing the financial statements for the year ended 31 March 2021:

   • Onerous Contracts - Costs of Fulfilling a Contract - Amendments to IAS 37 - 1 Jan 2022

   • Property, Plant & Equipment: Proceeds before Intended Use - Amendments to IAS 16

     - 1 Jan 2022;

   • Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41);

   • Reference to the Conceptual Framework - Amendments to IFRS 3 - 1 Jan 2022;

   • IFRS 17 Insurance Contracts (effective 1 January 2023) - In June 2020, the IASB issued amendments to IFRS 17, including a deferral of its effective date to 1 January 2023.

   • Classification of Liabilities as Current and Non-current - Amendments to IAS 1 - 1 Jan 2022

1. Critical accounting judgments and key sources of estimation of uncertainty

   The preparation of financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The management of the Company revises its estimates and assumptions

   on a regular basis to ensure that they are relevant regarding the past experience and the current economic and political environment. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The accounting for certain provisions, certain financial instruments and the disclosure of financial assets, contingent assets and liabilities at the date of the financial statements is judgmental. The items subject to judgment are detailed in the corresponding notes to the financial statements.

   In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are discussed below:

   1. Revenue recognition and distinct performance obligations

      Contracts may include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately or together requires significant judgment. A product or service is distinct if the customer can benefit from the product or service either on its own or together with other resources that are readily available to the customer and the group's promise to transfer the product or service to the customer is separately identifiable from other promises in the contract. Such judgments could impact the timing of revenue recognition

   2. Impairment of financial assets

      The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The group uses judgment in making these assumptions and selecting the inputs to the impairment calculation based on the group's past history, existing market conditions and forward‐looking estimates at the end of each reporting period. Such estimates and judgments could impact trade receivables, contract assets for unbilled revenue on customer contracts and office and other operating expenses.

   3. Income and deferred taxation

      The group incurs income taxes and also recognises changes to deferred tax assets and deferred tax liabilities, all of which are based on management's interpretations of applicable laws and regulations. The quality of these estimates is highly dependent upon management's ability to properly apply at times very complex sets of rules, to recognise changes in applicable rules and, in the case of deferred tax assets, management's ability to project future earnings from activities that may apply loss carry forward positions against future income taxes.

   4. Impairment of property, plant and equipment

The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The group uses judgment in making these assumptions and selecting the inputs to the impairment calculation based on the groups past history, existing market conditions and forward‐looking estimates at the end of each reporting period. Such estimates and judgments could impact trade receivables, contract assets for unbilled revenue on customer contracts and office and other operating expenses.

The estimated future cash flows applied are based on reasonable and supportable assumptions and represent management's best estimates of the range of economic conditions that will exist over the remaining useful life of the cash flow generating assets.

The group reviews outstanding legal cases following developments in the legal proceedings at each reporting date, in order to assess the need for provisions and disclosures in its financial statements. Among the factors considered in making decisions on provisions are the nature of litigation, claim or assessment, the legal process and potential level of damages in the jurisdiction in which the litigation, claim or assessment has been brought, the progress of the case (including the progress after the date of the financial statements but before those statements are issued), the opinions or views of legal advisers, experience on similar cases and any decision of the group's management as to how it will respond to the litigation, claim or assessment.

The estimates of useful lives and residual values of property, plant and equipment impact the annual depreciation charge. The useful lives and residual values are based on management experience and the condition of the assets. Consideration is given to management's intended usage policy for the assets in the future and potential market prices of similar assets.

1. Summary of significant accounting policies

   The accounting policies set out below have been applied consistently to all years presented in these financial statements.

   1. Foreign currency

      In preparing the financial statements of the group, transactions in currencies other than the entity's presentation currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions and any exchange differences arising are included in the income statement of the reporting period.

      At the end of each reporting period , monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction (i.e. not retranslated).

      Foreign currency differences on loans and other borrowings are recognised as finance income and expenses. Other foreign currency differences as a result of transactions are recognised in the related items within the operating results.

   2. Basis of consolidation

      Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

      De-facto control exists in situations where the Company has the practical ability to direct the relevant activities of the investee without holding the majority of the voting rights. In determining whether de-facto control exists the Company considers all relevant facts and circumstances, including:

      • The size of the company's voting rights relative to both the size and dispersion of other parties who hold voting rights.

      • Substantive potential voting rights held by the company and by other parties

      • Other contractual arrangements

      • Historic patterns in voting attendance.

        The consolidated financial statements present the results of the company and its subsidiaries ("the parent and subsidiary Companies") as if they formed a single entity. Intercompany transactions and balances between parent and subsidiary companies are therefore eliminated in full.

        The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.

   3. Associates

      When the parent and subsidiary Companies has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Associates are initially recognised in the consolidated statement of financial position at cost. The parent and subsidiary Companies's share of post-acquisition profits and losses is recognised in the consolidated statement of comprehensive income except that losses in excess of the parent and subsidiary Companies's investment in the associate are not recognised unless there is obligation to make good those losses.

      Profit or losses arising on transactions between the parent and subsidiary Companies and its associates are recognised only to the extent of unrelated investor's interest in the associate. The investor's share in the associate's profits and losses resulting from these transactions is eliminated against the carrying value of the associates.

      Any premium paid for an associate above the fair value of the parent and subsidiary Companies's share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying amount of the associate. Where there is objective evidence that the investment in the associate has been impaired, the carrying amount of the investment is tested for impairment in the same way as other non-financial assets.

   4. Revenue

Revenue is recognized upon transfer of control of the promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

(i). Sales of goods

The group's revenue is derived from sales of industrial chemicals, fast moving consumer goods, machinery, plastic films with revenue recognised at a point in time when control of the goods has transferred to the customer. This is generally when the goods are delivered to the customer.

There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, the group no longer has physical possession, usually will have a present right to payment (as a single payment on delivery) and retains none of the significant risks and rewards of the goods in question.

None of the group's contract of sales is negotiated on a bill and hold basis

Goods sold by the group do not include warranties which may require the group to either replace or mend a defective product during the warranty period.

The group's revenue is derived from fixed price contracts and therefore the amount of revenue to be earned from each contract is determined by reference to those fixed prices. Exceptions are as follows:

• Variable consideration relating to volume rebates has been constrained in estimating contract revenue in order that it is highly probable that there will not be a future reversal in the amount of revenue recognised when the amount of volume rebates has been determined.

For most contracts, there is a fixed unit price for each product sold, with reductions given for bulk orders placed at a specific time by particular customers. Therefore, there is no judgement involved in allocating the contract price to each unit ordered in such contracts (it is the total contract price divided by the number of units ordered). Where a customer orders more than one product line, the group is able to determine the split of the total contract price between each type by reference to each product's stand-alone selling prices (all product lines