21 Mar 2026Guinness Nigeria Plc - Annual Report 2025

THE ONLY

IN NIGERIA

2.

3.

5.

02

6.

9.

15.

18.

34.

38.

40.

50.

03 53.

62.

63.

64.

65.

70.

71.

74.

78.

82.

83.

84.

85.

86.

140.

141.

142.

146.

149.

Financial Highlights

Notice of Annual General Meeting General Mandate Circular

Board of Directors & Corporate Information

Chairman's Statement Directors' report

• Corporate Governance Report

• Sustainability and Social Responsibility Report Board Performance Evaluation Report

Board of Directors and Company Secretary Guinness Leadership Team

Corporate & Brand Events

Statement of Directors' Responsibilities Report of the Statutory Audit Committee

Statement of Corporate Responsibility for Financial Report "Sustainability Disclosure" Note

Management's Assessment of, and Report on,

Guinness Nigeria Plc's Internal Control over Financial Reporting Certification of Management's Assessment on Internal Control over Financial Reporting

Independent Auditor's Report Independent Practitioner's report Statement of Financial Position

Statement of Profit or Loss and Other Comprehensive Income Statement of Changes in Equity

Statement of Cash Flows

Notes to the Financial Statements

Statement of Value Added Five-Year Financial Summary Shareholders' Information

Complaints Management Policy Guinness Nigeria Key Distributors Proxy form

E-dividend Mandate form

2025 ANNUAL REPORT & FINANCIAL STATEMENTS 1

About Guinness Nigeria Plc.

Guinness Nigeria Plc, a public limited liability company listed on the Nigerian Stock Exchange, was incorporated on 29 April 1950 as a trading company importing Guinness Stout from Dublin. Over the years, it has transformed into a full-fledged manufacturing operation, with core activities spanning brewing, packaging, marketing, and sales. Its product portfolio includes Guinness Foreign Extra Stout, Guinness Smooth, Malta Guinness, Smirnoff Ice, Dubic Malt, Orijin Spirit Mixed Drink,

Orijin Bitters, Smirnoff Ice Double Black with Guarana, among many others.

In 2018, the Company further expanded its operations with the installation of Polyethylene Terephthalate (PET) production

lines, enabling the production and sale of Malta Guinness and Dubic Malt in PET formats.

Additionally, Guinness Nigeria Plc acquired rights to manufacture locally some of Nigeria's most successful mainstream spirits within Diageo's portfolio, including Smirnoff Vodka, Gordon's Gin and Captain Morgan Rum. Guinness Nigeria also has

a strong culture of innovation, as seen in brands like Don Royale Brandy and Don Royale Gin. This diverse and exciting portfolio makes Guinness Nigeria the foremost Total Beverage Alcohol (TBA) business in Nigeria, with the scale and expertise to meet the needs of all consumer segments.

1.a

2025 ANNUAL REPORT & FINANCIAL STATEMENTS

Guided by a clear ambition - to be Nigeria's PREMIER and MOST CELEBRATED Total Beverage Company - Guinness Nigeria continues to deliver on its commitments to sustainability and responsibility. Its focus spans three key areas: advancing responsible drinking, positively impacting communities,

and driving environmental stewardship. Through these initiatives, the company reinforces its role as a champion of responsible consumption and community development.

At this auspicious 75th AGM of Guinness Nigeria Plc., the

Company is proud to declare the following to its shareholders:

1. That Guinness Nigeria Plc had no regulatory contraventions in the financial year under review; and

2. That the categorization of all our shareholders listed in page 142 of this Annual Report constitute all shareholders of Guinness Nigeria Plc. and no other individual(s) apart from those listed as substantial shareholders hold 5% and above of the issued and fully paid shares of the Company.

GUINNESS 00RDD..0‹I.N'S

- ORfCINA£-

2025 ANNUAL REPORT & FINANCIAL STATEMENTS

1.b

Financial Highlights

Notice of Annual General Meeting

Notice is hereby given that the 75th Annual General Meeting of the Members of Guinness Nigeria Plc (the Company) will be held at the Grand Banquet Hall, Civic Centre, Ozumba Mbadiwe Road, Victoria Island, Lagos State, on Wednesday, 15th April, 2026, at 10.00 o'clock in the forenoon to transact the following businesses:

AGENDA

Ordinary Business

1. To lay before the Meeting, the Report of the Directors, the Financial Statements for the year ended 31st December 2025 and the Reports of the Independent Auditors and the Statutory Audit Committee thereon.

2. To elect/re-elect Directors.

   1. To elect the following Directors who were appointed since the last Annual General Meeting:

      1. Mr. Mayank Kabra as an Executive Director of the Company

      2. Mrs. Olusola Oworu as an Independent Non-

         Executive Director of the Company

      3. Mrs. Bola Adesola as an Independent Non-

         Executive Director of the Company

   2. To re-elect the Directors retiring by rotation -

      1. Mrs. Vivien Shobo

      2. Mr. John Musunga

      3. Mr. Deepak Singhal

3. To disclose the remuneration of the Managers of the Company in line with the provisions of the Companies & Allied Matters Act 2020.

4. To appoint Ernst & Young as the Independent External Auditors for Guinness Nigeria Plc with effect from 1 January 2026 (i.e. Financial Year 2026) and to authorise the Directors to fix the remuneration of the Independent Auditors.

5. To elect members of the Statutory Audit Committee.

   Special Business By Ordinary Resolution

6. To fix the remuneration of the Non-Executive Directors.

7. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

   "That, in compliance with the rules of the Nigerian Exchange Limited (NGX) governing transactions with related parties or interested persons, the general mandate granted to

   the Company in respect of all recurrent transactions entered into with a related party or interested person which are of a revenue or trading nature or are necessary for the Company's day to day operations including but not limited to the procurement of goods and services, financing and other incidental transactions on normal commercial terms be and is hereby renewed up to the date of the next Annual General Meeting".

   No Voting by Interested Persons

   In line with Rule 20.8(c)(8) of the Nigerian Exchange Limited Rules governing Related Party Transactions, interested parties shall ensure that their proxies, representatives and associates abstain from voting on the Resolution relating to the General Mandate above.

   NOTES:

   1. PROXY

      Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company.

      A form of proxy is enclosed and if it is to be valid for the purposes of the Meeting, it must be completed, duly stamped and must be deposited at the office of the Registrar, Veritas Registrars Limited, Plot 89A, Ajose Adeogun Street, Victoria Island, Lagos not less than 48 hours before the time for holding the Meeting.

      NOTICE OF ANNUAL GENERAL MEETING

   2. STATUTORY AUDIT COMMITTEE

      In accordance with Section 404(6) of the Companies and Allied Matters Act, 2020, a nomination (in writing) by any member or a Shareholder for appointment to the Statutory Audit Committee should reach the Company Secretary at least 21 days before the date of the Annual General Meeting.

   3. UNCLAIMED DIVIDENDS

      Shareholders are hereby informed that some dividends have been returned to the Registrars as unclaimed, while some have neither been presented to the Banks for payment nor to

      the Registrars for revalidation. A list of such unclaimed dividends will be available on our website, https://www.guinness-nigeria.com/en.

      Affected members are by this notice, advised to contact the Registrars at Veritas Registrars Limited, 89a Ajose Adeogun Street, Victoria Island, Lagos, P.O. Box 75315, Victoria Island or via email at enquiry@veritasregistrars.com.

   4. E-DIVIDEND

      Notice is hereby given to all shareholders to open bank accounts for the purpose of dividend payment. A detachable e-dividend

      payment mandate and change of address form is attached to the Annual Report to enable shareholders furnish particulars of their bank and CSCS Accounts numbers to the Registrar.

      The e-dividend payment mandate form is also available on our website - https://www.

      guinness-nigeria.com/en as well as the website of our Registrars https://www.veritasregistrars.com.

   5. GENERAL MANDATE CIRCULAR

      A circular on the resolution for shareholders' renewal of the general mandate for recurrent transactions with related parties, which provides the rationale for the mandate sought is included in the Annual Report and Financial Statements.

   6. RIGHTS OF SECURITIES' HOLDERS TO ASK QUESTIONS

      Securities' Holders have a right to ask questions not only at the Meeting, but also in writing prior to the Meeting, and such questions must be submitted to the Company Secretary not later than two weeks before the Annual General Meeting.

   7. ADDITIONAL DIRECTORS FOR ELECTION

      Mr. Mayank Kabra, Mrs. Olusola Oworu and Mrs. Bola Adesola were, by virtue of resolutions of the Board of Directors (the "Board") of Guinness Nigeria Plc (the "Company") appointed to fill casual vacancies on the Board caused by the resignation of Mr. Emmanuel Difom, and the retirement of Dr. Omobola Johnson and Ms.

      Ngozi Edozien, respectively.

   8. PROFILE OF DIRECTORS STANDING FOR ELECTION/RE-ELECTION

   The profiles of the Directors standing for election/re-election are contained in the Annual Report and on the website of the Company.

   Dated:

   13th day of March 2026 By Order of the Board

   
   
   

   Abimbola Ajibola-Jimoh Company Secretary FRC/2026/PRO/NBA/002/381739

   REGISTERED OFFICE:

   Guinness Nigeria Headquarters

   Cocoa Industries Road (Guinness Road), Ogba - Ikeja, Lagos

   Private Mail Bag 21071, Ikeja, Lagos. https://www.guinness-nigeria.com/en

   * Shareholders who are interested in accessing or downloading an electronic copy of the 2024 Annual Report should note that the Annual Report is accessible on https://www.guinness-nigeria.com/en and https://www.veritasregistrars.com.

   The Annual General Meeting will be streamed live for shareholders and relevant stakeholders too as observers. The link will be made available on the Guinness Nigeria website before the date of the meeting.

   General Mandate Circular

   In order to ensure that its day-to-day operations are carried out in the most efficient manner possible, the Company would like to continue to enter into transactions with related parties and interested persons that have been identified as necessary for such day-to-day operations. These transactions have been assessed to exceed 5% of the value of the net tangible assets or issued share capital of the Company.

   In compliance with the provisions of the amended Rule 20 of the Nigerian Exchange Ltd. (NGX) Governing Transactions with Related Parties or Interested Persons ("the Rules"), the Company hereby seeks the approval of Shareholders for

   the grant of a general mandate in respect of such recurrent transactions. The relevant items for consideration of the

   shareholders are as stated below:

   1. The transactions for which this general mandate is sought are those of a trading nature and/ or those which are necessary for the day-to-day operations of the Company and include but are not limited to the following:

      1. Support Services Agreements between the Company and its associate company, Tolaram Africa Pte Ltd and/or other companies or entities within the Tolaram Group;

      2. Distribution Agreements between the Company and its associate company,

         Blackwood Hodge Nigeria and/or other Companies or entities within the Tolaram Group;

      3. Packaging arrangements to purchase packing materials between the Company and its associate Company , Green Packaging Limited and/ or other companies or entities within the Tolaram Group; and

      4. Arrangements for the sale of finished goods, by the Company to its associate Company Celeber-8 Lyf Pvt

         Ltd, and/or other Companies or entities within the Tolaram Group.

   2. The class of related Parties and interested Persons upon which the Company will be transacting include Shareholders, Employees and their Family Members, Companies or Entities within the ultimate Parent

      Company Tolaram Group and subsidiaries/associates of the Company, etc.

   3. The rationale for the transactions is that they are necessary for the operations of the Company, the discharge of legal and contractual obligations currently binding on the Company, are of strategic importance to the continued operations of the Company, they guarantee the uninterrupted supply of goods and services necessary for the operation of the Company as a going concern, and is carried out on a transparent basis and

      remains effective and performs efficiently and effectively.

   4. The methods and procedures for determining transaction prices are based on the Company's transfer pricing policy.

   5. Messrs. Deloitte, has provided independent financial opinion that the methods and

      procedures in the Company's transfer pricing policy referred to in paragraph (iv) above, are sufficient to ensure that the transactions shall be carried out on normal commercial terms and shall not be prejudicial to the interests of the Company and its minority Shareholders.

   6. The Company shall obtain a fresh mandate from the

      shareholders if the methods or procedures in (iv) become inappropriate.

   7. Any person identified as an interested person as defined under the Rules shall abstain and undertake to ensure that its associates abstain from voting on the resolution approving the transaction.

Board of Directors & Corporate Information

Directors

Prof. Fabian Ajogwu, SAN******** Chairman, Independent Non-Executive Director

H. Aswani (Singaporean) Vice-Chairman, Non-Executive Director

G. Sharma (Indian) Managing Director/Chief Executive Officer

M. Kabra (Indian) Finance and Strategy Director

V. Shobo (Mrs.) Independent Non-Executive Director

O. Adesola (Mrs.) Independent Non-Executive Director

O. Oworu (Mrs.) Independent Non-Executive Director

D. Singhal (Indian) Non-Executive Director

J. Musunga (Kenyan) Non-Executive Director

Dr. Omobola Johnson* Outgone Chairman, Independent Non-Executive Director Adebayo Alli** Outgone Managing Director/Chief Executive Officer Emmanuel Difom*** Outgone Finance and Strategy Director

Joan Hodgins (Irish)**** Outgone Vice Board Chair/Non-Executive Director Leo Breen (British) ***** Outgone Non-Executive Director

Grainne Wafer (Irish)****** Outgone Non-Executive Director

Ngozi Edozien******* Outgone Independent Non-Executive Director 'Yemisi Ayeni********* Outgone Independent Non-Executive Director

* O. Johnson (Dr) retired from the Board as Board Chair effective 28th January 2025

**A. Alli resigned from the Board as MD/CEO effective 30th September 2024

***E.Difom resigned from the Board effective 31st October 2024

****J. Hodgins (Ms.) resigned from the Board effective 30th September 2024

*****L. Breen resigned from the Board effective 30th September 2024

****** G. Wafer (Mrs) resigned from the Board effective 30th September 2024

*******N. Edozien (Ms.) retired from the Board effective 30th November 2024

*********M.O.Ayeni resigned from the Board effective 31st August 2024

********F. Ajogwu, SAN (Prof.) was appointed as Chairman effective 29th January 2025

Company Secretary Abimbola Ajibola-Jimoh Guinness Nigeria H/quarters Cocoa industries Road (Guinness Road)

Ogba - Ikeja, Lagos

Independent Auditor PricewaterhouseCoopers(PwC) (Chartered Accountants)

FF Millennium Towers

Plot 13/14 Ligali Ayorinde street, Victoria Island, Lagos, Nigeria https://www.pwc.com/ng

Registrars

Veritas Registrars Limited

Plot 89A, Ajose Adeogun Street Victoria Island, Lagos. https://www.veritasregistrars.com

Bankers

Access Bank Plc Citibank Nigeria Limited Fidelity Bank Plc

First Bank of Nigeria Limited First City Monument Bank Plc Guaranty Trust Bank Limited Stanbic IBTC Bank Limited

Standard Chartered Bank Nigeria Ltd. Zenith Bank Plc

United Bank for Africa Plc Union Bank of Nigeria Plc

Registered Office Guinness Nigeria HQ Cocoa Industries Road,

(Guinness Road) Ogba-Ikeja, Lagos Tel: (01) 2709100

Fax: (01) 2709338

https://www.guinness-nigeria.com

Registration No.

RC 771

Breweries

Ogba Brewery Benin Brewery Aba Brewery/Logistics Centre

Acme Road Benin-Asaba Road Osisioma Industrial Layout

Industrial Estate, Ogba Oregbeni Industrial Estate Aba, Abia State

Tel: (01) 2709100 Ikpoba Hill, Benin City Tel: (01) 2709100

Fax: (01) 2709338 Tel: (01) 2709100 Fax: (01) 2709338

Fax: (01) 2709338

8 2025 ANNUAL REPORT & FINANCIAL STA

Chairman's Statement

INTRODUCTION

Distinguished Shareholders, representatives of regulatory agencies present, gentlemen of the press, esteemed Ladies and Gentlemen, it is with great pleasure that I welcome you, on behalf of the Board of Directors, to the 75th Annual General Meeting of Guinness Nigeria Plc holding in Lagos. It is indeed

my honor to present to you the Audited Financial Statement and Report of the Directors for the 18-month financial year ended 31 December 2025.

First, it is important that we note that this has been a monumental year for Guinness Nigeria. Earlier in April 2025, your Company attained the milestone of its 75th anniversary in Nigeria, a feat very few companies have achieved in Nigeria. On 1st October 2025, your company marked one-year since the change in majority shareholder from Diageo to Tolaram. This year also marked Guinness Nigeria's turnaround with return to profitability. Worthy of note is the Company's change of financial year end dates from 30th June to 31st December, starting this financial year, resulting in the 18-month period.

Please permit me to highlight some significant developments within the Nigerian business landscape that defined our operating environment and impacted our performance in the period under review.

In the 18-month period spanning from July 2024 to December 2025, the country's economy was characterized by macroeconomic shifts including currency volatility, inflation and insecurity. While acknowledging the ambitious and bold reforms of the federal government in addressing these issues, the significant impact on our raw material import, energy and distribution costs as well as

the immense pressure on our consumers' disposable income cannot be ignored.

In 2024, despite the implementation of the petroleum subsidy removal

and foreign exchange market liberalization, the economic gains remained latent mostly due to a high inflation rate which was recorded at approximately 27.1% by the end of the year. This position, in combination with fiscal pressures, yielded a modest GDP growth range of between

3.1 to 3.3%.

By 2025, the Nigerian business environment gained momentum as the reform measures matured, leading to an improved GDP growth of 3.9%. Our operating environment witnessed some improvements driven by higher oil output in the

petroleum industry and investor confidence; although the

challenges posed by the high energy costs, high inflation rate and continuing insecurity across the country maintained inflationary pressure on cost of production and overheads.

To tackle inflation, the Central Bank of Nigeria (CBN) has been focused on unifying

the exchange rates while stimulating local production to lower foreign currency demand. Simultaneously, the government is also addressing fiscal deficits by introducing tax reforms which are aimed at driving economic growth, increasing revenue generation and improving business environments.

CHAIRMAN'S STATEMENT

also welcomed some new members to the Board of Directors who bring a wealth of experience to the Board.

On behalf of the Board, I also take the opportunity to commend our outgoing Directors and thank them for their untiring contributions to Guinness Nigeria in the past years. The company benefited immensely from their expertise and stewardship.

As projected for the period under review, there was sustained but slow growth in the non-oil sector of the

economy; while the oil sector is showing improvement and the local fuel supply chain is stabilizing, faster growth rates will require more structural reforms.

Despite the challenging macroeconomic environment, Guinness Nigeria has remained resilient with a focus on Building For More.

As you are aware, Tolaram became majority shareholder of Guinness Nigeria with effect from 1 October 2024. Subsequent to regulatory approvals and the follow-

on mandatory takeover offer, Tolaram increased its shareholding in Guinness

Nigeria from 58.02% to 70.86%.

While there have been some expected changes in leadership, I am pleased to note that Guinness Nigeria succeeded

in retaining most of its staff -including some in leadership roles. During this transition, we

Transitions of this nature are often complex and disruptive in nature but I am pleased to report that Guinness Nigeria seamlessly

transitioned to the new majority shareholder and leadership team. As you have seen in our recent quarterly performance reports, Guinness Nigeria's performance continued to improve during the year.

During the year, Guinness Nigeria changed its financial year-end from June to December; consequently, this year's financials include performance for 18 months from July 2024 to December 2025.

During the year, the company's sales grew to N730.80bn, marking a growth of 144% from the previous period. This solid revenue growth was driven by optimized category mix, new innovations and timely but carefully considered price adjustments to offset inflationary & cost pressures. All the product categories continue to be resilient with strong growth in Ready to Drink beverages.

Gross Margins improved by 152% as an outcome of concerted management effort in improving realizations while optimizing cost pressures.

Operating Margins improved by 251%, driven by strict cost control and optimized marketing investments.

Astute FX exposure management supported by improved foreign currency availability and relatively stable exchange rates helped reduce foreign exchange losses compared to previous periods.

In furtherance of our strategy to consistently improve the consumer experience with our brands, we remain committed to the implementation of our brand revitalization program through the delivery of innovative products.

In the 2025 financial year, we focused on our packaging innovation for the Guinness Foreign Extra Stout (FES), Guinness Smooth, Smirnoff Double Black RTD and Orijin RTD cans which were launched in the 440ml cans to deliver greater value to consumers while deepening the brands' leadership in the respective categories.

The Guinness Foreign Extra Stout Draught was also launched in this financial year and is available in about 10 locations across the country.

For over 75 years, Guinness Nigeria has remained steadfast in our commitment to responsible growth, ethical conduct, and sustained value creation. During the financial year, we continued to advance initiatives that deliver meaningful impact across the communities where we live, source, sell, and work. For the year ended 31 December 2025, our ESG efforts revolved around promoting positive drinking, supporting people and communities, reducing waste to landfill, and driving other sustainability actions aligned with our

long-term goals. Our approach to sustainability prioritizes strong stakeholder relationships and meaningful community partnerships.

Guinness Nigeria continues to advocate vigorously for responsible consumption of alcoholic beverages. Our annual Ember Month Campaign where we advocate against drinking while driving, implemented in partnership with the Federal Road Safety Corps (FRSC) and Lagos State Drivers Institute (LASDRI), remains a vital platform for promoting responsible drinking and safe road practices across Nigeria. The campaign is designed to discourage the irresponsible consumption of alcohol, especially during the festive season when road travel and traffic volumes are at their peak, it is also used as a medium to educate driving school instructors and commercial drivers on vehicle care and road safety.

On Diversity and Inclusion, in the year under review, Guinness Nigeria sponsored One Hundred and Fifty (150) free cataract surgeries across the Guinness Eye Centres at the Lagos University Teaching Hospital, Lagos (LUTH) and the Nnamdi Azikiwe University Teaching Hospital, Onitsha (NAUTH), supporting vulnerable individuals, particularly those who cannot afford the cost of treatment, to receive timely surgical care. These surgeries not only restored vision but also improved independence, economic participation, and overall quality of life for beneficiaries and their families.

The Guinness Nigeria Undergraduate Scholarship Scheme remains a key driver of our commitment to advancing youth development across public universities in Nigeria. During FY25, twenty-one (21) new students were awarded scholarships following a rigorous selection process, bringing the total number of active beneficiaries to eighty (80).

Guinness Nigeria participated in the 2025 Tolaram Scholarship Programme for children of non-full-time employees (NFTEs) within

our business. A total of one hundred and sixty-four (164) children across five locations registered for the programme, with forty-nine (49) successful candidates receiving scholarships, paid directly

to their respective school accounts.

Our commitments to the principles of good environment, social and governance practices remain unwavering, and we continue to make significant progress in sustaining and strengthening initiatives across all aspects of our corporate endeavours.

BOARD CHAIR'S STATEMENT

As we move forward, Guinness Nigeria remains focused on continued value creation for our Consumers as we Build for More.

Guinness Nigeria Plc under our new chapter has fortified its market positioning and operating efficiency for growth, with positive benefits to all our stakeholders.

With a push to continually source majority of ingredients locally (like sorghum), reducing reliance on imports and supporting local agriculture through partnerships with farmers and banks,

aligning with Nigeria's industrial policy and implementing strategies to enhance productivity, control costs, and improve financial performance despite high inflation and currency volatility.

Guinness Nigeria continues to invest in and support our local communities and undertook multiple initiatives in the areas of education and medical aid.

I would like to take this opportunity to inform our distinguished shareholders about the changes on the Board of the Company which took place since the last Annual General Meeting.

I shall start with the exit of Mr. Bayo Alli from the board of the Company effective from 30th September 2024. While his exit occurred prior to the last AGM, I deem it necessary to thank Mr. Alli for his brief but impactful stint as Managing Director of Guinness Nigeria Plc from 1st January 2024 to 30th September 2024. Under his steer as Managing Director, our Company underwent a smooth transition; and thrived in performance and employee engagement despite challenging external factors. The Board wishes Mr. Alli all the very best in his new endeavours.

Mr. Girish Sharma was appointed as Managing Director/Chief Executive Officer of Guinness Nigeria Plc and

a member of the Board of the Company effective 30th September 2024. He was

presented to and approved by shareholders at the Company's 74th AGM in 2024.

Within the 2025 financial year, the Board received the notice of the retirement of Dr Omobola Johnson, the Board Chair/Independent

Non-Executive Director, of the Board of Guinness Nigeria Plc with effect from 28th January 2025, after a tenure of nine

(9) years. Dr Johnson was appointed to the Board with effect from 29th January 2016 and served as Board Chair since 1st July 2021, during which period she provided strategic leadership that drove year-on-year revenue growth and positioned Guinness Nigeria as a market leader. The Board, Management, and staff express profound gratitude

CHAIRMAN'S STATEMENT

to Dr. Johnson for her vision, dedication, and outstanding contributions to the Company's success.

The Board also received the notice of the retirement of Ms. Ngozi Edozien an independent non-executive director, of the Board of Guinness Nigeria Plc with effect from 27th November, 2024. The Board appreciates Ms. Edozien's commitment, guidance, and significant contributions to the Board over the years and wishes her the very best in her future endeavors.

I would also like to inform you of the resignation of Mr.

Emmanuel Difom from the board of the Company effective from 1st November 2024. The Board thanks Mr. Difom for his impactful tenure as Finance & Strategy Director of Guinness Nigeria Plc. and wishes Mr.

Difom all the very best in his new endeavours.

In anticipation of the approval of our distinguished shareholders, Mr. Mayank Kabra was appointed as Executive Director, Finance & Strategy, effective 1st November 2024. Mr. Kabra brings over 20 years of experience in finance, strategy, and executing complex, high-impact projects. He has a rich international background, having worked in India, Malaysia, and Nigeria across various industries. His expertise spans finance roles with PwC, Mondelez, and Kellogg (now Kellanova), and his leadership

in setting up manufacturing businesses in West Africa has earned him a strong reputation.

With effect from 1 February 2025, the Board welcomed Mrs. Olusola Oworu and Mrs. Bola Adesola onto the Board as Independent non-executive

directors. The Board will present Mr. Mayank Kabra, Mrs. Olusola Oworu and Mrs. Bola Adesola for approval of the Shareholders at this Annual General Meeting.

I extend my heartfelt gratitude to our Consumers for their continued belief in Guinness Nigeria, despite challenging macro-economic conditions and a difficult consumer environment. As we move forward, Guinness Nigeria remains focused on continued value creation for our Consumers as we Build for More.

I also extend my appreciation to our esteemed distributors, wholesalers as well as suppliers and other business partners, including banks, who continue to support Guinness Nigeria.

My appreciation also goes to our respected Regulators and the industry bodies that have partnered with us in the course of the year.

My special appreciation goes to all our distinguished Shareholders for their continuous faith in our Company and for their support in the face of recent challenges. The Board of Directors remains optimistic and even more determined to take on and surmount current and future challenges whilst leveraging the opportunities for growth and improved profitability to win with all stakeholders into the future.

Last, but not least, I would like to thank the Management team for the impressive performance delivered in spite of the headwinds faced in the 2025 financial year. The management would not have achieved such strong performance without the Company's employees

and I sincerely thank them for their dedication, commitment and resilience in the current environment.

Thank you.

Prof. Fabian Ajogwu, OFR, SAN

Chairman

Guinness Nigeria Plc

Directors' Report

The Directors are pleased to present to the Members their report together with the financial statements of Guinness Nigeria Plc (the "Company" or "Guinness Nigeria") for the year ended 31st December 2025.

Legal Form and Principal Activities

Guinness Nigeria Plc, a public limited liability company quoted on the Nigerian Exchange, was incorporated on 29 April 1950 as a trading company importing Guinness Stout from Dublin. The Company has since transformed into a manufacturing operation and its principal activities continue to be brewing, packaging, marketing, and sale of Guinness Foreign Extra Stout, Guinness Smooth, Malta Guinness, Smirnoff Ice, Smirnoff Pineapple, Dubic Malt, Orijin Spirit Mixed Drink, Orijin Bitters and Orijin Herbal Gin, Smirnoff Ice Double Black with Guarana, Gordons Moringa, Gordons Pinkberry and Gordons Orange Sunset, Don Royale, Captain Morgan among others. This exciting diverse portfolio of brands makes Guinness Nigeria Plc the only Total Beverage Alcohol (TBA) business in Nigeria with the experience and unique capacity to cater for the needs of all consumer tastes and segments while delivering great value to its shareholders.

In light of the sale of Diageo's majority shareholding in Guinness Nigeria to Tolaram, and following regulatory approval, Tolaram, through N-Seven Nigeria Limited (a subsidiary of Tolaram), concluded the acquisition of 1,207,943,368 ordinary shares representing Diageo's 58.02% equity stake in Guinness

Nigeria. Through new long-term license and royalty agreements, Guinness Nigeria has, under Tolaram's majority control, continued to produce all the iconic brands currently under our portfolio in an exciting new phase of growth and development.

Further to the acquisition and in accordance with Section 142 of the Investment and Securities Act 2025 (as amended) ("ISA") and Rule 4 of the Securities and Exchange Commission's Rules on Mergers, Take-overs, and Acquisition (August 2021, as amended), N-Seven Nigeria Limited was obliged to make a mandatory take-over (MTO) offer to other shareholders of the Company. Following the completion of the MTO, a total of three hundred and thirty-one (331) acceptances were valid representing 281,099,431 ordinary shares and entered into the Company's register on behalf of N-Seven Nigeria Limited, thus bringing Tolaram's equity stake in Guinness Nigeria to 70.86%.

Operating Results

The following is a summary of the Company's operating results:

Dividend

No dividend has been recommended by the Board of Directors for approval at the forthcoming Annual General Meeting (2024: Nil).

Board Changes

There have been some changes in the Board composition since the last Annual General Meeting held on the 23rd October 2024. However, the Board remains adequately resourced and well-structured to provide the requisite strategic direction for Management and general oversight for the Company.

In the 2025 financial year, Dr. Omobola Johnson retired from the Board of the Company as Chairman/ Independent Non-Executive Director with effect from 28th January 2025 having provided innovative and strategic contributions to the Board of our dear Company. Prof. Fabian Ajogwu, SAN was thus appointed as the Chairman of Guinness Nigeria with effect from 29th January 2025.

In addition, Mr. Emmanuel Difom resigned from the Board of the Company as the Finance and Strategy Director/Executive Director of the Company effective 31st October 2024, and Mr. Mayank Kabra was appointed as the Finance and Strategy Director of Guinness Nigeria Plc and an Executive Director on the Board of the Company with effect from 1st November 2024.

Ms. Ngozi Edozien also retired from the Board of the Company as an Independent Non-Executive Director with effect from 27th November 2024, having provided distinguished and excellent service to our great Company for nine (9) years.

On other appointments, during the financial year, the Board also approved the appointments of Mrs. Olusola Oworu and Mrs. Bola Adesola as independent non-executive directors of Guinness Nigeria Plc effective 1st February 2025.

In accordance with the Articles of Association of the Company and the provisions of the Companies and Allied Matters Act Cap C20 2020, Mr. Mayank Kabra is hereby presented to the Members for confirmation of his appointment as Executive Director effective 1st November 2024.

Similarly, Mrs Bola Adesola and Mrs. Olusola Oworu are hereby presented to the Members for confirmation of their appointments as Independent Non-executive Directors of the Company effective 1st February 2025.

Directors Retiring by Rotation

In accordance with Article 95(1) of the Company's Articles of Association, the Directors to retire by rotation are Mrs. Vivien Shobo, Mr. John Musunga and Mr. Deepak Singhal and being eligible hereby offer themselves for reelection.

Record of Directors' Attendance

The register showing Directors' attendance at Board Meetings will be made available for inspection at the Annual General Meeting as required by Section 284(2) of the Companies and Allied Matters Act, 2020.

Directors and their interests

The interests of Directors who served on the Board in the issued share capital of the Company during the financial year as recorded in the Register of Members and/or notified by the Directors for the

purpose of Section 301 of the Companies and Allied Matters Act 2020 and in compliance with the listing requirements of the Nigerian Exchange Limited are as follows:

*M.O. Ayeni resigned from the Board effective 31st August 2024 with 75,000 number of shareholding

Directors' Interest in Contracts

None of the Directors have notified the Company for the purpose of Section 303 of the Companies and Allied Matters Act 2020 of any declarable interest in contracts in which the Company is involved.

Shareholding and Substantial Shareholder

The Share Capital of the Company stands at N1,095,191,409.50 divided into 2,190,382,819 ordinary shares of 50 kobo each. As of 31st December 2025, the issued and fully paid-up share capital of the Company is 2,190,382,819 ordinary shares of 50 kobo each (2024: 2,190,382,819 ordinary shares of 50 kobo each).

The Register of Members shows that the following shareholders held 5% and above of the issued share capital:

• N-Seven Nigeria Limited (a subsidiary of Tolaram) with 1,552,042,799 ordinary shares (2024: 1,207,943,368 ordinary shares) constituting 70.86% shareholding (2024: 58.02% shareholding).

• Stanbic IBTC Nominees Nigeria Limited with 139,370,907 ordinary shares (2024: 170,089,934 ordinary shares) constituting 6.36% (2024: 7.77%).

Tolaram is the parent company of N-Seven Nigeria Limited, and Mr. Aswani and Mr. Singhal who served as non-executive directors of Guinness Nigeria Plc during the year are representatives of Tolaram.

Corporate Governance Report

Good corporate governance practices constitute the hallmark of our corporate culture in Guinness Nigeria Plc. Our actions and interactions with our consumers, customers, employees, government officials, suppliers, shareholders, regulators and other stakeholders reflect our values, beliefs, and principles.

Our business is largely self-regulated, and we pride ourselves as leading our peers in the industry and in Nigeria in this regard. In addition to self-regulation at standards often above the minimum legal

or regulatory requirements, we are committed to conducting business in line with best practice, in accordance with applicable laws and regulations in Nigeria, in line with the requirements of the Nigerian Exchange Limited (NGX) as well as in compliance with the Nigerian Code of Corporate Governance, 2018 (NCCG) and the Securities and Exchange Commission (SEC) Corporate Governance Guidelines for Public Companies in Nigeria, 2020 ("SCGG").

The Company complied with other corporate governance requirements during the year under review as set out below:

1. Board of Directors

   The Board is responsible for the oversight of the business' long-term strategy and objectives, and the oversight of the Company's risks while evaluating and directing implementation of Company controls and procedures including maintaining a sound system of internal controls

   to safeguard shareholders' investments and the Company's assets. There are currently four

   (4) standard scheduled Board meetings during each financial year, and additionally, the Board meets whenever required to ensure the discharge of its functions. In the past financial year, the Board met a total of eight (8) times to deliberate on matters related to the Company with active participation from all Directors. In line with its

   responsibilities, the Board also holds an annual Strategy session to consider the strategic goals of the business and ensure that the Company's resources are deployed efficiently towards actualizing these goals.

2. Composition of the Board of Directors and Procedure for Board Appointments

   During the financial year 2025, the Board was composed of 13 non-executive directors including the Chairman1, and 42executive

   directors3. Six (6) of the non-executive directors were independent as defined under the provisions of the Code of Corporate Governance 2018. The Board is independent of the Management of Guinness Nigeria Plc and its parent company, Tolaram; and the members of the Board are free from any constraints, which may materially affect the exercise of their judgement as directors of the Company.

   All directors are selected and appointed on the basis of core competencies that strengthens the capacity of the Board including experience in marketing, general operations, strategy, law, corporate governance and compliance, business consulting, technology, media or public relations, finance or accounting, retail, consumer products, international business/markets, diplomacy, public affairs and government relations, logistics, general management or other relevant experience. In addition to having one or more of these core

   competencies, candidates for appointment as Directors are identified

   and considered based on their knowledge, experience, integrity, diversity, leadership, reputation, and ability to understand and contribute to the enhancement of the Company's business.

   1Dr. Omobola Johnson served as Chairman until her resignation effective on 28th January 2025 and Prof. Fabian Ajogwu, SAN was appointed as Chairman with effect from 29th January 2025.

   2Mr. Bayo Alli served as the Managing Director/CEO of the Company until his resignation effective on 31st Sep 2024. Mr Emmanuel Difom also served as Finance and Strategy Director until his resignation effective 31st Oct 2024

   3Following the resignation of Mr Alli and Mr Difom, Mr Girish Sharma was appointed as Managing Director/CEO of the Company effective 30th September 2024 and Mr Mayank Kabra was appointed as Finance and Strategy Director effective 1st November 2024.

3. Separation of the positions of Chairman and Managing Director

   In accordance with good corporate governance practices, the positions of the Managing Director and that of the Chair of the Board are occupied by different persons; and the Managing Director is responsible for the implementation of the Company's business strategy set by the Board and for the day-to-day management of the business.

4. Schedule of Matters Reserved for the Board

   The following are the matters reserved for the Board of Directors of the Company:

   1. Strategy and management

      • Input into the development of the long-term objectives and overall commercial strategy for the Company.

      • Oversight of the Company's operations.

      • Review of performance in the light of the Company's strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.

      • Extension of the Company's activities into new business or geographic areas.

      • Any decision to cease to operate all or any material part of the Company's business.

   2. Structure and capital

      • Changes relating to the Company's capital structure including reduction of capital, share issues (except under employee share plans) and share buy backs.

      • Major changes to the Company's corporate structure.

      • Changes to the Company's management and control structure.

      • Any changes to the Company's listing or its status as a publicly listed company.

   3. Financial reporting and controls

      • Approval of preliminary announcements of interim and final results.

      • Approval of the annual report and accounts, including the corporate governance statement.

      • Approval of the dividend policy.

      • Declaration of the interim dividend and

        recommendation of the final dividend.

      • Approval of any significant changes in accounting policies or practices.

      • Approval of treasury policies including foreign currency exposure.

   4. Internal controls Ensuring maintenance of a sound system of internal

      control and risk management including:

      • Receiving reports from the Finance, Audit and Risk Committee and reviewing the effectiveness of the Company's risk and control processes to support its strategy and objectives.

      • Undertaking an annual assessment of these processes through the

        Finance, Audit and Risk Committee; and

        • Approving an appropriate statement for inclusion in the annual report.

   5. Contracts

      • Major capital projects.

      • Contracts which are material strategically or by reason

        of size, entered into by the Company in the ordinary course of business, for example bank borrowings and acquisitions or disposals of fixed assets of amounts above the threshold reserved for executive directors under the Schedule of Limits and Authorities.

      • Contracts of the Company (or any subsidiary) not in the ordinary course of business, for example, loans and repayments; foreign currency transactions

        and major acquisitions or disposals of amounts above the thresholds reserved for Executive directors under the Schedule of Limits and Authorities.

      • Major investments including the acquisition or disposal of interests of more than five (5) percent in the voting shares of any company or the making of any takeover offer.

   6. Communication

      • Approval of resolutions and corresponding documentation to be put

        forward to shareholders at a general meeting.

      • Approval of all circulars and

        listing particulars (approval of routine documents such as periodic circulars about scrip dividend procedures or exercise of conversion rights could be delegated to a committee).

      • Approval of press releases concerning matters decided by the Board.

   7. Board membership and other appointments

      • Changes to the structure, size, and composition of the Board, following recommendations from the Nominations, Governance and Remuneration Committee.

      • Ensuring adequate succession planning for the Board and senior management following

        recommendations from the Nominations, Governance and Remuneration Committee.

      • Appointments to the Board, following recommendations by the Nominations, Governance and Remuneration Committee.

      • Approval of appointment of the Chairman of the Board following recommendations by the Nominations, Governance and Remuneration Committee.

      • Appointment of non-executive directors including independent directors following recommendations by the Nominations, Governance and Remuneration Committee.

      • Membership and

        Chairmanship of Board Committees.

      • Continuation in office of Directors at the end of their term of office, when they are due to be re-elected by shareholders at the Annual General Meeting and otherwise as appropriate

      • Continuation in office of non-executive directors at any time.

      • Appointment or removal of the Company Secretary

        following recommendations by the Nominations, Governance and Remuneration Committee.

      • Appointment, reappointment, or removal of the external auditor to be put to shareholders for approval, following the recommendation of the Finance, Audit and Risk Committee.

   8. Remuneration

      • • Approval of the remuneration policy for the directors, Company Secretary and other senior executives following recommendations by the Nominations, Governance and Remuneration Committee.

        • Approval of the remuneration of the non-executive directors, subject to the Articles of Association

          and shareholder approval as appropriate following recommendations by the Nominations, Governance and Remuneration Committee.

      • The introduction of new share incentive plans

        or major changes to existing plans, to be put to shareholders for approval following recommendations by the Nominations, Governance and Remuneration Committee..

   9. Delegation of authority

      • The division of responsibilities between the Board Chair and the Chief Executive Officer, which should be in writing.

      • Approval of terms of reference of Board Committees.

      • Receiving reports from Board Committees on their activities.

   10. Corporate governance matters

       • Undertaking a formal and rigorous review of its own performance, that of its Committees and individual Directors.

       • Determining the independence of Directors.

       • Considering the balance of interests between shareholders, employees, customers and the community.

       • Review of the Company's overall corporate governance arrangements.

       • Receiving reports on the views of the Company's shareholders.

5. Induction and Training

   The Company has in place a

   formal induction program for newly appointed Directors. As part of this induction, each new Director is provided with core materials and mandated to complete a series of introductory meetings to acquire requisite knowledge about the Company's business and familiarity with the Chairman and senior management team. Newly appointed Directors are also conducted round the production facilities of the Company to gain first-hand knowledge of the production process and the emphasis placed on health and safety by the Company.

   The Nominations, Governance and Remuneration Committee is responsible for evolving a continuing education programme to ensure existing Directors stay current with the Company's business and objectives as well as relevant industry information and other external factors such as corporate governance requirements and best practices. As part of the programme, Directors go through the annual Board training session once a year, which covers topical issues affecting the Company's operations and the directors' roles on the Board. The Board is also encouraged to attend appropriate continuing capacity enhancement programmes which would be beneficial to the Company and the Directors' service on the Board.

6. Performance Evaluation process

   The Board established a system to undertake a formal and effective annual evaluation of its performance and that of its Committees, the Board Chair, and the individual directors. The assessment

   is conducted to ensure the Board, Committees, and individual directors are effective and productive and to identify opportunities for improvement, especially in the light of the constantly changing dynamics of the business world and the industry in which the Company operates.

   In 2025, the firm of DCSL Corporate Services Ltd was engaged as external Consultants to carry out the Performance Evaluation of the Board and Corporate Governance audit of the Company for the year ended 30th December 2025.

   The review of the Consultants showed that the Board is committed to ensuring the implementation of best corporate governance practices and adherence to the principles enshrined in the NCCG and the SCGG as well as globally accepted best practices. The Board is committed to ensuring observance of the highest ethical standards and transparency in the conduct of the Company's business.

   The Report of the Consultants is contained on page 38 of this Annual Report and Accounts.

7. Attendance at Board Meetings

   The Board held six (6) standard quarterly meetings and two (2) exceptional meetings during the 2025 financial year. The following table shows the membership and attendance of Directors at Board meetings during the 2025 financial year:

   Directors 25/07/24 26/09/24 23/10/24 22/01/25 23/04/25 24/07/25 22/10/25 24/11/25 Total Quarterly Exceptional Quarterly Quarterly Quarterly Quarterly Quarterly Exceptional No. of
   	Board	Board	Board	Board	Board	Board	Board	Board	Meetings
   	Meeting	Meeting	Meeting	Meeting	Meeting	Meeting	Meeting	Meeting	Attended
   *O. Johnson (Dr.)	P	P	P	P	N/A	N/A	N/A	N/A	4
   **F. Ajogwu, SAN (Prof.)	P	P	P	P	P	P	P	P	8
   ***H. Aswani	N/A	N/A	P	P	P	P	P	P	6
   ****A. Alli	P	P	N/A	N/A	N/A	N/A	N/A	N/A	2
   *****G. Sharma	N/A	N/A	P	P	P	P	P	P	6
   ******E. Difom	P	P	P	N/A	N/A	N/A	N/A	N/A	3
   *******M. Kabra	N/A	N/A	N/A	P	P	P	P	P	5
   ********V. Shobo (Mrs.)	N/A	P	P	P	P	P	P	P	7
   *********O. Adesola (Mrs)	N/A	N/A	N/A	N/A	P	P	P	P	4
   **********N. Edozien (Ms.)	P	P	P	N/A	N/A	N/A	N/A	N/A	3
   ***********J. Hodgins	P	P	N/A	N/A	N/A	N/A	N/A	N/A	2
   ***********L. Breen	P	P	N/A	N/A	N/A	N/A	N/A	N/A	2
   ***********G. Wafer (Mrs)	P	P	N/A	N/A	N/A	N/A	N/A	N/A	2
   ************M.O. Ayeni(Mrs)	P	N/A	N/A	N/A	N/A	N/A	N/A	N/A	1
   *************O. Oworu(Mrs)	N/A	N/A	N/A	N/A	P	P	P	P	4
   **************D. Singhal	N/A	N/A	P	P	P	P	P	P	6
   **************J. Musunga	N/A	N/A	P	P	P	P	P	P	6

   P - Present N/A - Not Applicable as Director did not hold this office at the time

* O. Johnson (Dr) retired from the Board as Board Chair effective 28th January 2025

**F. Ajogwu (Prof.) was appointed as Chairman effective 29th January 2025

***H. Aswani was appointed as Vice Chairman effective 30th September 2024

****A. Alli resigned from the Board as MD/CEO effective 30th September 2024

*****G. Sharma was appointed as MD/CEO effective 30th September 2024

******Emmanuel Difom resigned from the Board as Executive Director effective 31st October 2024

*******Mayank Kabra was appointed as Executive Director effective 1st November 2024

********V. Shobo (Mrs.) was appointed to the Board effective 1st September 2024

*********O. Adesola (Mrs.) was appointed to the Board effective 1st February 2025

**********N. Edozien (Ms.) retired from the Board effective 27th November 2024

***********L. Breen, G. Wafer (Mrs.), J. Hodgins (Ms.) resigned from the Board effective 30th September 2024

************M.O Ayeni (Mrs.) resigned from the Board effective 31st August 2024

*************O. Oworu (Mrs.) was appointed effective 1st February 2025

**************D. Singhal and J. Musunga were appointed effective 30th September 2024

1. Board Committees

During the financial year under review the Board in line with its responsibilities for the performance and affairs of the Company maintained its established Board Committees in line with the Nigerian Code of Corporate Governance 2018. As at the date of this report, the Company has in place, the following Board Committees:

1. Nominations, Governance and Remuneration Committee

   Among other responsibilities, the Nominations, Governance and Remuneration Committee is charged with instituting a transparent procedure for the appointment of new directors to the Board and making recommendations to the Board regarding the tenures, re-appointment, and remuneration of Non-Executive Directors on the Board.

   The Committee carried out its responsibilities within the year in line with the provisions of the Nigerian Code of Corporate Governance of 2018. The Committee provides regular written reports highlighting its deliberations and recommendations to the Board on a quarterly basis.

   The Committee comprised the following members during the financial year:

   Ms. Joan Hodgins - Committee Chair* (Ceased to be a member w.e.f 30th September 2024) Prof. Fabian Ajogwu, SAN - Committee Chair** (Ceased to be a member w.e.f 29th January 2025) Mrs. Bola Adesola - Committee Chair***

   Ms. Grainne Wafer - Member (Ceased to be a member w.e.f 30th September 2024)

   Mr. Harkishin Aswani - Member Mr. Deepak Singhal - Member

   Mrs. Olusola Oworu - Member****

   *Ms. Joan Hodgins was Committee Chair for the Committee meeting held in July 2024 following which she resigned from the Board

   **Prof. Ajogwu was Committee Chair for the Committee meetings held on October 2024 and January 2025, during the financial year, following which he exited the Committee upon his appointment as Chairman of the Board

   ***Following her appointment to the Board effective 1st February 2025, Mrs. Bola Adesola was Committee Chair for the NGRC meetings between April and December 2025.

   ****Following her appointment to the Board effective 1st February 2025 and to the Committee in April 2025, Mrs. Olusola Oworu was a member of the Committee from July to December 2025.

   The Committee met Six (6) times during the year. The following table shows the attendance of the members of the Committee at the meetings:

   Directors	18/07/24 Quarterly Committee Meeting	18/10/24 Quarterly Committee Meeting	16/ 01/25 Quarterly Committee Meeting	17/ 04/25 Quarterly Committee Meeting	17/07/25 Quarterly Committee Meeting	16/10/25 Quarterly Committee Meeting	Total No. of Meetings Attended
   1 F. Ajogwu, SAN (Prof.)	P	P	P	N/A	N/A	N/A	3
   2 B. Adesola	N/A	N/A	N/A	P	P	P	3
   3 J. Hodgins	P	N/A	N/A	N/A	N/A	N/A	1
   4 G. Wafer	P	N/A	N/A	N/A	N/A	N/A	1
   5 H. Aswani	N/A	P	P	P	P	P	5
   6 O. Oworu	N/A	N/A	N/A	N/A	P	P	2
   7 D. Singhal	N/A	P	P	P	P	P	5

   P - Present N/A - Not Applicable as Director did not hold this office at the time

1. Finance, Audit and Risk Committee

   The Finance, Audit and Risk Committee continued to discharge its role and responsibilities in line with the provisions of the NCCG. The Committee is responsible for monitoring the integrity of the financial statements of the Company and reviewing the effectiveness of the Company's

   internal control and risk management system. It performs the Board audit functions among other responsibilities. The Committee comprises of five (5) Non-Executive Directors who are mostly independent and with a wide range of financial, commercial, and international experience. Members of the Committee as reconstituted and who served during the year are:

   M.O. Ayeni (Mrs.) - Committee Chair* Vivien Shobo (Mrs.) - Committee Chair**

   N. Edozien (Ms.) - Member (ceased to be a member w.e.f 27th November 2024)

   Prof. F. Ajogwu - Member (ceased to be a member w.e.f 29th January 2025)

   L. Breen - Member (ceased to be a member w.e.f 30th September 2024)

   Deepak Singhal - Member

   Bola Adesola - Member

   John Musunga - Member

   *Mrs. Yemisi Ayeni was Committee Chair for the Committee meetings held in July 2024 following which she resigned from the Board effective 31st August 2024

   **Following her appointment to the Board effective 1st September 2024, Mrs. Vivien Shobo was Committee Chair for the FARC meetings.

   The Committee met Nine (9) times during the year. The following table shows the attendance of the members of the Committee at the meetings:

   Directors	02/07/24 Exceptional Committee Meeting	24/07/24 Quarterly Committee Meeting	18/09/24 Exceptional Committee Meeting	22/10/24 Quarterly Committee Meeting	21/01/25 Quarterly Committee Meeting	22/04/25 Quarterly Committee Meeting	23/07/25 Quarterly Committee Meeting	17/10/25 Quarterly Committee Meeting	03/12/25 Exceptional Committee Meeting	Total No. of Meetings Attended
   Y. A. Ayeni (Mrs.)	P	P	N/A	N/A	N/A	N/A	N/A	N/A	N/A	2
   N. Edozien (Ms.)	P	P	P	P	N/A	N/A	N/A	N/A	N/A	4
   Prof. F. Ajogwu	P	P	P	P	P	N/A	N/A	N/A	N/A	5
   V. Shobo (Mrs)	N/A	N/A	P	P	P	P	P	P	P	7
   B. Adesola (Mrs)	N/A	N/A	N/A	N/A	N/A	P	P	P	P	4
   O. Oworu (Mrs)	N/A	N/A	N/A	N/A	N/A	P	P	A	P	3
   D. Singhal**	N/A	N/A	N/A	N/A	N/A	P	P	A	P	3
   J. Musunga	N/A	N/A	N/A	A	P	P	P	P	P	5
   L. Breen	P	P	P	N/A	N/A	N/A	N/A	N/A	N/A	3

   P - Present | A - Absent | N/A - Not Applicable as Director did not hold this office at the time

** Mr. Singhal was absent from the October 2025 meeting due to a technical error with the meetings platform.

Each of the Committee's meetings was attended by the Finance and Strategy Director, the Head, Management Assurance Cell, the Legal Director and the Head of Corporate Security; and each provided updates and assurances to the Committee on the adequacy of the actions being taken to mitigate any risks identified in the areas of the business they are responsible for. The engagement partner of the external auditors, PwC, was also present with other key members of his team. Other senior management members were invited from time to time to brief the Committee on agenda items related to their areas of responsibilities.

During the year, the Committee reviewed the Company's quarterly financial reports, the annual report and accounts and the management letter before recommending their approval to the Board. The Committee also reviewed the critical accounting policies, judgements and estimates applied in the preparation of the financial statements.

Similarly, the Committee reviewed reports on significant tax risks, management of the risk of fraud, risks relating to the festive period during the financial year, other current and emerging risk issues affecting the Company's operations, as well as the related controls and assurance processes designed to manage and mitigate such risks. The focus of the Committee also included the risks posed to the Company by the security situation across the company's operational sites as well as the inflationary trends within the country's macroeconomy. This is in addition to receiving regular updates on the Company's controls and governance environment.

The Committee reviews the plans of both the internal and external auditors and approves the plans at the beginning of the financial year. The Board was kept updated and informed at its regular quarterly meetings of the activities of the Finance Audit and Risk Committee through the minutes of the Committee meeting and verbal updates provided to the Board by the Chair of the Committee which is included as a regular item on the agenda of Board meetings.

1. Statutory Audit Committee

The Company has a Statutory Audit Committee set up in accordance with the provisions of the

Companies and Allied Matters Act. The Committee consists of five members comprising of three elected members representing shareholders and two non - executive directors. The membership of the Statutory Audit Committee is in accordance with the provisions of applicable extant laws from time to time. The Committee evaluates annually the independence and performance of external auditors, receives the interim and final audit presentation from the external auditors and reviews with management and the external auditors the annual audited financial statements before its submission to the Board.

During the year, the Committee reviewed and approved the audit plan and scope of the external auditors for the financial year and reviewed the quarterly and half-yearly financial results before presentation to the Board. The Committee also makes recommendations to the Board on the appointment and remuneration of external auditors and received reports from Management on the accounting system and internal controls framework of the Company. The members of the Committee also periodically participate in training sessions specifically targeted at improving their performance and oversight capacity.

The members of the Statutory Audit Committee during the 2025 financial year are as follows:

M. O. Igbrude - Chairman/Shareholder

G. O. Ibhade - Shareholder

J. O. Adewuyi (Mrs.) - Shareholder

N. Edozien (Ms.) - Independent Non-Executive Director (Ceased to be a member w.e.f 27th November 2025)

M. O. Ayeni (Mrs.) - Independent Non-Executive Director (Ceased to be a member w.e.f 31st August 2025)

O. Oworu (Mrs.) - Independent Non-Executive Director (Appointed a member w.e.f 1st February 2025)

V. Shobo (Mrs.) - Independent Non-Executive Director (Appointed a member w.e.f 1st September 2024)

The Committee met Seven (7) times during the year. The following table shows the attendance of the members of the Committee at the meetings: