Mecure Industries PlcNSENG: MECURE

Quarter 5 - financial statement for 2025

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

Contents

Corporate Information 1

Report of the directors 2

Statement of directors' responsibilities 4

Certification of financial statement 5

Management's annual assessment of, and report on the entity's internal control over financial reporting 6

Certification of Management report on Internal Control over financial reporting 7

Statutory Audit Committee Report 8

Independent auditor's report 9

Independent Auditor's Attestation Report on Management's Assessment of Internal Control over Financial Reporting 13

Statement of profit or loss and other comprehensive income 14

Statement of financial position 15

Statement of changes in equity 16

Statement of cash flows 17

Notes to the financial statements 18

Other national disclosures:

Statement of value added 40

Five-year financial summary 41

Corporate Information

Company Registration Number

RC: 619125

Directors

Mr. Samir Udani Chairman

Mrs. Dukor Anderline Ndidi Co-CEO

Mr. Arjun Udani Co-CEO

Dr. Ajie Obiefuna Executive Director

Mr. Felix Anaje Executive Director

Dr. Benedict Agbo Non-executive Director

Mrs. Ayotunde Owoigbe Non-executive Director

Mr. Chidi Okoro Non-executive Director

Mr. Tochukwu Chukwuemeka Orajiaku Independent Non-executive Director

Mr. Joseph Oyeyemi Babatunde Independent Non-executive Director

Independent Auditor

Olatunji Cole & Co.

Chartered Accountants

8, Desalu Street Off Abule-Nla Road Ebute-Metta

Lagos

Corporate Office

MeCure Industries Plc Debo Industrial Compound

Plot 6, Block H, Oshodi Apapa Expressway Oshodi Lagos, Nigeria

Company Secretary Mr. Olawale Ibitoye Principal Bankers

Access Bank Plc Eco bank Plc Fidelity Bank Plc FSDH

Globus Bank Limited Premium Trust Bank Providus Bank Limited Standard Chartered Bank Taj Bank

Union Bank of Nigeria Plc Zenith Bank Plc

The directors submit their report together with the audited financial statements for the year ended 31 December 2025, to the members of MeCure Industries Plc ("the Company"). This report discloses the financial performance and state of affairs of the Company.

Incorporation and address

MeCure Industries Plc was incorporated in Nigeria on 16th March, 2005 under the Companies and Allied Matters Act as a private limited liability Company, and is domiciled in Nigeria. The Company was subsequently re-registered as a public limited company via a special resolution passed on October 27, 2022 and a certificate was issued by the Corporate Affairs Commission on November 16, 2022 in this regard.

Principal activity

The principal activity of the Company is to carry out the business of manufacturing of pharmaceutical products, distribution of pharmaceutical and multivitamin products.

Results and dividends

The Company's results for the year ended 31 December 2025 are set out on page 14. The Profit for the year has been transferred to retained earnings. The summarised results are presented below.

2025

N'000

2024

N'000

% change

Revenue

77,693,465

46,026,565

69%

Profit before Interest and tax

16,425,283

8,281,366

98%

Income tax

(1,469,918)

(974,126)

51%

Profit for the year

6,462,593

2,328,675

177%

Dividends

The Directors recommend a dividend payout of 20% of Earnings Per Share (EPS), amounting to ₦0.32 per share, in respect of the

financial performance for the year ended 31 December 2025, subject to the approval of the shareholders (2024: ₦0.15 per share).

Directors

The directors who held office during the year and to the date of this report are set out on page 1.

Directors' shareholding and Directors' interests

The directors who held office during the year and to the date of this report together with their direct and indirect interests in the issued share capital of the Company as recorded in the register of directors' shareholdings and/or as notified by the directors for the purposes of section 301 of the Companies and Allied Matters Act are as shown in shareholders' information below.

Directors

Holdings

Direct

Indirect

Mr. Samir Udani

1,091,779,280

NIL

Mrs. Dukor Anderline Ndidi

27,027,024

NIL

Mr. Arjun Udani

1,071,999,257

NIL

Dr. Ajie Obiefuna

-

NIL

Mr. Felix Anaje

1,689,190

NIL

Dr. Benedict Agbo

-

NIL

Mrs. Ayotunde Owoigbe

2,367,568

NIL

Mr. Chidi Okoro

5,067,568

NIL

Mr Tochukwu Chuwkuemeka Orajiaku

-

NIL

Mr Joseph Oyeyemi Babatunde

-

NIL

The Directors who serve for the period under review are as follows:

1

2

3

4

5

6

7

8

9

10

Free float compliance

The Company has submitted its free float compliance plan to the NGX and the Board will ensure that the Company complies within the period set out in the plan.

Shareholding Structure/Free Float Status

Description

31-Dec-25

31-Dec-24

Unit

Percentage

Unit

Percentage

Issued Share Capital

4,000,000,000

100%

4,000,000,000

100%

Substantial Shareholdings (5% and above)

Samir Udani

1,091,779,280

27.29%

1,091,779,280

1,291,779,280

1,068,459,257

27.29%

Avni Udani

1,291,779,280

32.29%

32.29%

Arjun Udani

1,071,999,257

26.80%

26.71%

STANBIC IBTC NOMINEES LIMITEDC059

400,000,000

10.00%

400,000,000

10.00%

Total Substantial Shareholdings

3,855,557,817

96.39%

3,852,017,817

96.30%

Directors' Shareholdings (direct and indirect), excluding directors with substantial interests

31-Dec-25

31-Dec-24

Unit

Percentage

Unit

Percentage

Mrs. Dukor Anderline Ndidi

27,027,024

0.68%

27,027,024

0.68%

Dr. Ajie Obiefuna

-

0.00%

-

0.00%

Mr. Felix Anaje

1,689,190

0.04%

1,689,190

0.04%

Dr. Benedict Agbo

-

0.00%

-

0.00%

Mrs. Ayotunde Owoigbe

2,367,568

0.06%

5,067,568

0.13%

Mr. Chidi Okoro

5,067,568

0.13%

5,067,568

0.13%

Total Directors' Shareholdings

36,151,350

0.90%

38,851,350

0.97%

Other Influential Shareholdings

Other Shareholders

108,290,833

2.71%

109,130,833

2.73%

Total Other Influential Shareholdings

108,290,833

2.71%

109,130,833

2.73%

Free Float in Units and Percentage

508,290,833

12.71%

147,982,183

3.70%

Free Float in Value

₦ 33,140,562,311.60

₦ 17,313,915,411.00

Employee health, safety and welfare

In addition to providing comprehensive medical care for its employees through designated hospitals and clinics retained for this purpose (HMO), the Company also provides first aid medical facilities within the office premises. Fire prevention and fire fighting gadgets are installed in strategic locations within the Company's premises. To further protect the interest of its workers, the Company runs a contributory pension fund scheme, life assurance for all employees and Employees compensation (NSITF).

The Company is committed to keeping employees informed as much as possible, of its performance and progress and to seek their views, whenever necessary.

Employee development and training

The Company attaches a lot of importance to the training and development of its employees. This has guided the Company's policy of continuous development of its human resources through courses and seminars organised by recognised professional bodies and organisations. Some members of staff benefited from these courses and seminars during the year.

Property, plant and equipment

The movement in property, plant and equipment has been disclosed in Note 14 to the financial statements. In the opinion of the directors, the carrying value of property, plant and equipment is not lower than the amounts shown in the financial statements.

Donations

The Company made no donations to charitable organisations or political association during the year 2025.

Independent Auditors

By order of the Board

Mr. Olawale Ibitoye



Messrs Olatunji Cole & Co. was appointed as the auditor in accordance with Section 401(2) of the Companies and Allied Matters Act and was duly approved by the shareholders at the Annual General Meeting held in October 2025.

Company Secretary 26 February 2026

Statement of directors' responsibilities

The Directors of MeCure Industries Plc accept responsibility for the preparation of the financial statements that give a true and fair view of the financial position of the Company as at 31 December 2025, and the results of its operations, cash flows and changes in equity for the year then ended, in compliance with International Financial Reporting Standards ("IFRS") and in the manner required by the Companies and Allied Matters Act (CAMA) 2020 and the Financial Reporting Council of Nigeria Act, 2011. The directors further accept responsibility for maintaining adequate accounting records as required by the Companies and Allied Matters Act CAMA (2020)

In preparing the financial statements, the Directors are responsible for:

  1. properly selecting and applying accounting policies.

  2. presenting information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information.

  3. providing additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company's financial position and financial performance.

    The financial statements of the Company for the year ended 31 December 2025 were approved by the directors

    on 2026

    Going concern:

    The Directors have made an assessment of the Company's ability to continue as a going concern and have no reason to believe the Company will not remain a going concern in the year ahead.

    Signed On behalf of the Directors of the Company



    Samir Udani Mrs. Dukor Anderline Ndidi

    Chairman Co-CEO

    FRC/2024/PRO/DIR/003/985558 FRC/2024/PRO/DIR/003/664278

    26 February 2026

    Certification of financial statements

    In accordance with section 405 of the Companies and Allied Act (CAMA) 2020, the Chief Executive Officer and the Chief Financial Officer certify that the financial statements have been reviewed and based on our knowledge, the

    1. audited financial statements do not contain any untrue statement of material fact or omit to state a material fact, which would make the statements misleading, in the light of the circumstances under which such statement was made, and

    2. audited financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operation of the Company as of and for, the periods covered by the audited financial statements;

We state that management and directors:

  1. are responsible for establishing and maintaining internal controls and has designed such internal controls to ensure that material information relating to the Company is made known to the officer by other officers of the Company, particularly during the period in which the audited financial statement report is being prepared,

  2. has evaluated the effectiveness of the Company's internal controls within 90 days prior to the date of its audited financial statements, and

  3. certifies that the Company's internal controls are effective as of that date;

We have disclosed:

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

  2. whether or not, there is any fraud that involves management or other employees who have a significant role in

    the Company's internal control; and

  3. as indicated in the report, whether or not, there were significant changes in internal controls or in other factors



Signed On behalf of the Directors of the Company



Mrs. Dukor Anderline Ndidi Ifedamola Oluwasegun

Co-CEO CFO

FRC/2024/PRO/DIR/003/664278 FRC/2024/PRO/ANAN/001/357258

26 February 2026

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

Management's annual assessment of, and report on the entity's internal control over financial reporting

To comply with the provisions of Section 1.3 of SEC Guidance on Implementation of Sections 60-63 of Investments and Securities Act 2007, we hereby make the following statements regarding the Internal Controls of MeCure Industries Plc (the "Company") for the year ended 31 December 2025.

  1. MeCure Industries Plc's management is responsible for establishing and maintaining a system of internal control over financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards.

  2. MeCure Industries Plc's management used the COSO (Committee of Sponsoring Organization of the Treadway Commission) Framework to conduct the required evaluation of the effectiveness of Company's ICFR.

  3. MeCure Industries Plc management has assessed that the Company's ICFR as of the end of 31 December 2025 is effective.

  4. MeCure Industries Plc's external auditor, Olatunji Cole & Co, which audited the financial statements, has issued an attestation report on management's assessment of the entity's internal control over financial reporting.



The attestation report by Olatunji Cole & Co, which audited the financial statements, will be filed as part of the annual report.



Samir Udani Mrs. Anderline Ndidi Dukor

Chairman Co-CEO

FRC/2024/PRO/DIR/003/985558 FRC/2024/PRO/DIR/003/664278

Certification of Management's assessment of report on Internal Control over financial reporting

In compliance with the provisions of section 60 of the Investments and Securities Act (ISA) 2007 and Section

1.1 of SEC Guidance on implementation of Sections 60-63 of Investments and Securities Act 2007, We, Mrs. Anderline Ndidi Dukor (Co-Chief Executive Officer) and Ifedamola Oluwasegun (Chief Financial Officer), certify that:

  1. We have reviewed this audited financial statement of MeCure Industries Plc for the year ended 31 December,2025

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

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

  4. We also certify that we:

    1. are responsible for establishing and maintaining internal controls;

    2. have designed such internal controls and procedures, or caused such internal controls and procedures to be designed under our supervision, to ensure that material information relating to the company, is made known to us by others, particularly

      during the period in which this report is being prepared;

    3. have designed such internal control system, or caused such internal control system to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

      purposes in accordance with generally accepted accounting principles;

    4. have evaluated the effectiveness of the entity's internal controls and procedures as of a

      date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of the end of the

      period covered by this report based on such evaluation.

  5. We have disclosed, based on our most recent evaluation of internal control system, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

    1. All significant deficiencies and material weaknesses In the design or operation of the

      internal control system which are reasonably likely to adversely affect the entity's ability

      to record, process, summarize and report financial information; and

    2. Any fraud, whether or not material, that involves management or other employees who

      have a significant role in the entity's internal control system.

  6. We identified, in the report whether or not there were significant changes in internal controls or other facts that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.



Mrs. Anderline Ndidi Dukor Ifedamola Oluwasegun

Co-CEO CFO

FRC/2024/PRO/DIR/003/664278 FRC/2024/PRO/ANAN/001/357258

Date:26thFebruary 2026

Statutory Audit Committee Report

Report of the Audit Committee of MeCure Industries Plc

In accordance with the provisions of Section 404(7) of the Companies and Allied Matters Act No. 3 of 2020 ( as amended), the Members of the Audit Committee of MeCure Industries Plc have reviewed the Audited Financial Statements of the Company for the year ended December 31, 2025 and report as follows

  1. Reviewed the scope and planning of the audit requirements and found them adequate;

  2. Reviewed the financial statement for the year ended 31stDecember 2025 and are satisfied with the explanations obtained;

  3. Reviewed the external auditors' management letter for the year ended 31stDecember 2025 and are satisfied with management responses to the issues raised; and

  4. Ascertained that the accounting and reporting policies for the year ended 31stDecember, 2025 are in accordance with legal requirements and agreed

    ethical practices.

    The external auditors confirmed having received full cooperation from the Company's management and that the scope of their

    work was not restricted in any way.

    Mr. Olatunji Bamidele

    Chairman, Statutory Audit Committee FRC/2024/PRO/ICAN/004/950399

    Dated 26th day of February, 2026

    Members of the Statutory Audit Committee

    Mr. Yakubu Titilayo Mosuro

    (Shareholders' Representative)

    Member

    Mrs. Samiat Adebanke Odunuga

    (Shareholders' Representative)

    Member

    Mr. Chidi Okoro

    (Directors' Representative)

    Member

    Mr. Joseph Oyeyemi Babatunde

    (Directors' Representative)

    Member

    Mr. Olawale Ibitoye (Company Secretary) acted as the Secretary of the Audit Committee.

    Independent Auditor's report To the Shareholders of Mecure Industries Plc. Report on the Audit of the Financial Statements Opinion

    We have audited the financial statements of Mecure Industries Plc., which comprise the statements of financial position as at 31 December 2025, and the statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the period then ended, and the notes to the financial statements, including a summary of significant accounting policies.

    In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at 31 December 2025, and its financial performance and cash flows for the year then ended are in accordance with International Financial Reporting Standards and the requirements of the Companies and Allied Matters Act and the Financial Reporting Council of Nigeria Act, 2011.

    Basis for Opinion

    We conducted our audit in accordance with International Standards on Auditing (ISA). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the company in accordance with the Institute of Chartered Accountants of Nigeria (ICAN) Professional Code of Conduct and Guide for Accountants, which is consistent with the international Ethics Standards board for Accountants code of Ethics for Professional Accountants (part A and B), together with other ethical requirements that are relevant to our audit of the financial statements in Nigeria, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

    Other Information

    The Directors are responsible for the other information. The other information refers to the Directors' Report as

    required by the Companies and Allied Matters Act, which we obtained prior to the date of this auditor's report.

    The other information does not include the financial statements and our auditor's report thereon.

    Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

    In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

    Based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, if we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

    Responsibilities of the directors for the Financial Statements

    The Directors are responsible for the preparation and fair presentation of the financial statements in accordance with International Reporting Standards and the requirements of the Companies and Allied Matters Acts, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

    In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquate the Company or cease operations, or have no realistic alternative but to do so.

    Auditor's Responsibilities for the Audit of the Financial Statements

    Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.

    Reasonable assurance is high level of assurance but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material is, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

    As part of an audit in accordance with ISA, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

    • Identify and assess the risk of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

    • Obtain an understanding of internal control relevant to the audit in order to design audit procedures

      that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

      effectiveness of the Company's internal control.

    • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

    • Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exist, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

    • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

    • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performances of the Company audit. We remain solely responsible for our audit opinion.

    We communicate with those charged with governance regarding, among other matter, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in the internal control that we identify during our audit

    Report on Other Legal and Regulatory Requirements

    In accordance with the Fifth Schedule of Companies and Allied Matters we expressly state that:

    1. We have obtained all the information and explanation which to the best of our knowledge and believe were necessary for the purpose of our audit

    2. The Company has kept proper books of account, so far as appears from our examination of those books.

    3. The Company's financial position and its statement of profit or loss and other comprehensive income

are in agreement with the books of account and returns.





FRC/2014/ICAN/00000009093

For: Olatunji Cole G Co. (Chartered Accountants) Lagos, Nigeria.

Independent Auditor's Attestation Report on Management's Assessment of Internal Control over Financial Reporting To Members of Mecure Industries Plc Scope

We have been engaged by Mecure Industries Plc to perform a 'limited assurance engagement', based on International Standards on Assurance Engagements Other Than Audits or Reviews of Historical Financial Information ('ISAE 3000 (Revised)') and FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting,

herein referred to as the engagement, to report on Mecure Industries Plc Internal Control over Financial Reporting (ICFR) (the "Subject Matter") contained in Mecure Industries Plc's (the "Company's") Management's Assessment on Internal Control over Financial Reporting as of 31 December 2025 (the "Report").

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes

those policies and procedures that:

  1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

  2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statement in accordance with generally accepted accounting principles, and that receipts and expenditure of the company are being made only in accordance with authorizations of management and directors of the company; and

  3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures

may deteriorate.

Criteria applied by Mecure Industries Plc

In designing, establishing and operating the Internal Control over Financial Reporting (ICFR) and preparing the Management's assessment of the Internal Control over Financial Reporting (ICFR), Mecure Industries Plc applied the requirements of Internal Control-Integrated Framework (2013) of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework and SEC Guidance on Management Report on Internal Control Over Financial Reporting criteria Such Criteria were specifically designed to enable organizations effectively and efficiently develop system of internal control that adapt to changing business and operating environments, mitigate risks to acceptable levels, and support sound decision making and governance of the organization; As a result, the subject matter information may not be suitable for another purpose.

Mecure Industries Plc's responsibilities

Mecure Industries Plc's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Mecure Industries Plc's management's assessment of the Internal Control over Financial reporting as of 31 December 2025 in accordance with the criteria.

Our responsibilities

Our responsibility is to express a conclusion on the design and operating effectiveness of the Internal Control over Financial Reporting based on our Assurance engagement.

We conducted our engagement in accordance with the International Standard for Assurance Engagements Other Than Audit or Reviews of Historical Financial Information ('ISAE 3000 (Revised)') and FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting, those standards require that we plan and

perform our engagement to obtain limited assurance on the entity's internal control over financial reporting

based on our assurance engagement.

Our independence and quality management

We have maintained our independence and confirm that we have met the requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA code) and have the required competencies and experience to conduct this assurance engagement.

We also apply International Standard on Quality Management 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services engagements, which requires that we design implement and design operate a system of quality management including policies or procedures regarding compliance with ethical requirements professional standards and applicable legal and regulatory requirements.

Description of procedures performed

The procedures we performed included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our engagement also included performing such other procedures as we considered necessary in the circumstances. we believe the procedures performed provides a basis for our report on the internal control put in place by management over financial reporting.

Conclusion

In conclusion, nothing has come to our attention to indicate that the internal control over financial reporting put in place by management is not adequate as of 31 December 2025, based on the requirements of Committee of Sponsoring organizations of the Treadway Commission (COSO) Framework and SEC Guidance on Management Report on Internal Control Over Financial Reporting.

Other Matter

We also have audited, in accordance with the International Standards on Auditing, the annual report for the year ended

31 December 2025 of Mecure Industries Plc and we expressed an unmodified opinion in our Auditor's report dated



27 February 2026. Our conclusion is not modified in respect of this matter.



FRC/2014/ICAN/00000009093

For: Olatunji Cole & Co. (Chartered Accountants) Lagos, Nigeria.

Statement of profit or loss and other comprehensive income

Note

2025

N'000

2024

N'000

Revenue

4

77,693,465

46,026,565

Cost of sales

5

(51,185,601)

(31,242,430)

Gross profit

26,507,864

14,784,135

Marketing expenses

6

(4,541,474)

(2,405,978)

Administrative expenses

6

(5,708,177)

(4,322,519)

Other income

9

167,070

225,727

Operating Profit

16,425,283

8,281,366

Profit before Interest and tax

16,425,283

8,281,366

Finance cost

10

(8,492,773)

(4,978,564)

Profit Before Tax

7,932,510

3,302,801

Income tax

13

(1,469,918)

(974,126)

Profit for the year

6,462,593

2,328,675

Other comprehensive income for the year

-

-

Profit for the year

6,462,593

2,328,675

Basic and diluted earnings/(loss) per share (Naira)

22

1.62

0.58

The notes on pages 12 to 26 are an integral part of these financial statements.

Statement of Financial Position

2025

2024

Note

N'000

N'000

ASSETS

Non-current assets

Property, plant and equipment

14

40,644,875

36,279,345

Intangible assets

15

-

-

Total non-current assets

40,644,875

36,279,345

Current assets

Inventories

16

15,771,851

9,891,188

Trade and other receivables

17

19,061,660

8,268,983

Cash and cash equivalents

18

6,479,687

398,371

Total current assets

41,313,198

18,558,542

Total assets

81,958,073

54,837,886

LIABILITIES

Non-current liabilities

Working Capital Loan

20

12,874,154

5,101,612

Term Loan

20

14,686,766

21,105,539

Deferred tax liabilities

13

1,855,253

1,598,590

29,416,173

27,805,741

Current liabilities

Trade and other payables

19

2,294,558

1,087,685

Commercial Paper

16

26,034,191

9,951,618

Bank Overdraft

1,737,845

9,425

Current tax liabilities

13

2,653,705

2,024,409

Total current liabilities

32,720,299

13,073,137

Total liabilities

62,136,473

40,878,879

EQUITY

Share capital

18

2,000,000

2,000,000

Retained profit

17,821,600

11,959,007

Total equity

19,821,600

13,959,007

Total equity and liabilities

81,958,073

54,837,886



The notes on pages 12 to 26 are an integral part of these financial statements.

The financial statements on pages 9 to 31 were approved and authorised for issue by the board of directors on 26 February 2026 and were signed on its behalf by:



Samir Udani Mrs. Dukor Anderline Ndidi

Chairman Co-CEO

FRC/2024/PRO/DIR/003/985558 FRC/2024/PRO/DIR/003/664278

Statement of Changes in Equity

Share capital

Capital contribution

Retained earnings

Total

N'000

N'000

N'000

N'000

Balance at 1 January 2025

2,000,000

-

11,959,007

13,959,007

Profit for the year

-

-

6,462,593

6,462,593

Dividend- 2024

-

-

(600,000)

(600,000)

Total comprehensive Profit

-

-

5,862,593

Balance at 31 December 2025

2,000,000

-

17,821,600

19,821,600

At 1 January 2024

2,000,000

-

10,230,332

12,230,332

Increase in share capital

-

-

-

Profit for the year

-

-

2,328,675

2,328,675

Dividend- 2023

(600,000)

(600,000)

Capitalization of share capital

-

Other comprehensive income

-

-

-

-

Total comprehensive Profit

-

-

1,728,675

1,728,675

Balance at 31 December 2024

2,000,000

-

11,959,007

13,959,007

The notes on pages 12 to 26 are an integral part of these financial statements.

Statement of Cash Flows

Notes

2025

N'000

2024

N'000

Cash flows from operating activities

Cash used in operations

23

(1,846,145)

4,395,966

Tax paid

13

(583,958)

(269,886)

Net cash used in operating activities

(2,430,102)

4,126,080

Cash flows from investing activities

Purchase of property, plant and equipment

14

(10,053,346)

(14,291,627)

Net cash used in investing activities

(10,053,346)

(14,291,627)

Cash flows from financing activities

Loan

17,436,342

10,490,958

Bank Overdraft

1,728,419

(34,098)

Dividend paid

(600,000)

(600,000)

Capital contribution (capitalization)

-

-

Net cash generated from financing activities

18,564,761

9,856,860

Net (decrease)/increase in cash and cash equivalents

6,081,317

(308,688)

Cash and cash equivalents at the beginning of the year

18

398,371

707,060

Cash and cash equivalents at the end of the year

18

6,479,687

398,371

The notes on pages 12 to 26 are an integral part of these financial statements.

  1. General information

    These financial statements are the financial statements of MeCure Industries Plc ("the Company"). MeCure Industries Limited was incorporated in Nigeria on 16th March, 2005 under the Companies and Allied Matters Act as a private limited liability company, and is domiciled in Nigeria. The address of its registered office is:

    Debo Industrial Compound

    Plot 6, Block H, Oshodi Apapa Expressway Oshodi Lagos, Nigeria

    The principal activity of the Company is to carry out the business of manufacturing of pharmaceutical products, distribution of pharmaceutical and multivitamin products.

  2. Summary of significant accounting policies

    1. Introduction to summary of significant accounting policies

      The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

    2. Basis of preparation

      The financial statements of the MeCure Industries Limited have been prepared in accordance with International Financial Reporting Standards ("IFRS") and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS. The financial statements comply with IFRS as issued by the International Accounting Standards Board ("IASB"). Additional information required by National regulations is included where appropriate. As first time adoption, appropriate standard are adopted in line with IFRS 1

      The financial statements comprise the statement of profit or loss and other comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and the notes to the financial statements.

      The financial statements have been prepared in accordance with the going concern principle under the historical cost concept. All values are rounded to the nearest thousand, except when otherwise indicated. The financial statements are presented in Naira.

      The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies."&" Changes in assumptions may have a significant impact on the financial statements in the period the assumptions changed."&" Management believes that the underlying assumptions are appropriate and that the Company's financial statements therefore present the financial position and results fairly. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 10 & 11

      1. Going concern

        The financial statements have been prepared on a going concern basis, which contemplates the realisation of assets and settlement of liabilities in the normal course of business as they fall due. The directors are of the opinion that the Company will continue to be in operation in the nearest future. There is no intention on their part to liquidate the entity or to significantly curtail its activities.

      2. Changes in accounting policies and disclosures

        1. New standards, amendments, interpretations

          The Company has adopted all the accounting standards applicable to it and there are no amendments to IFRSs that are mandatorily effective to the company for periods beginning on or after 1 January 2024

          Standard

          Content

          Effective

          IAS 16

          Property, Plant and Equipment-Proceeds before intended use

          1-Jan-23

          IAS 8

          Amendments to IAS 8-Definition of Accounting Estimate

          1-Jan-23

          IFRS 10 &

          IAS 28

          IFRS 10 & IAS 28-Sale or Contribution of Assets between an Investor and its Associate or

          Joint Venture

          1-Jan-23

          IAS 1

          Amendment to IAS 1- Classification of Liabilities as Current or Noncurrent Amendments to IAS 1 and IFRS Practice Statement 2- Disclosure of Accounting Policies

          1-Jan

          1-Jan-23

          Amendments to IAS 16- Property, Plant and Equipment- Proceeds before Intended Use

          The amendment prohibits deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before its intended use by management. As such, proceeds from selling items before the related item of property, plant and equipment is available for use should be recognised in profit or loss, together with the costs of producing these items. IAS 2 Inventories should be applied in identifying and measuring these production costs.

          Companies will therefore need to distinguish between:

          • costs associated with producing and selling items before the item of property, plant and equipment is available for use; and

          • costs associated with making the item of property, plant and equipment available for its intended use.

            Making this allocation of costs may require significant estimation and judgement.

            The amendments also clarify t that testing whether an item of PPE is functioning properly means assessing its technical and physical performance rather than assessing its financial performance - e.g. assessing whether the PPE has achieved a certain level of operating margin.

            The amendments are effective for annual periods beginning on or after 1 January 2022, with early application permitted. The amendments apply retrospectively, but only to items of property, plant and equipment made available for use on or after the beginning of the earliest period presented in the financial statements in which the company first applies the amendments. It is unlikely that the amendment will have a material impact on the Company's financial statements."

            Amendments to IAS 8- Definition of Accounting Estimate

            The amendments introduce a new definition for accounting estimates: clarifying that they are monetary amounts in the financial statements that are subject to measurement uncertainty.

            The amendments also clarify the relationship between accounting policies and accounting estimates by specifying that a company develops an accounting estimate to achieve the objective set out by an accounting policy.

            Developing an accounting estimate includes both:

          • selecting a measurement technique (estimation or valuation technique) - e.g. an estimation technique used to measure a loss allowance for expected credit losses when applying IFRS 9 Financial Instruments; and

          • choosing the inputs to be used when applying the chosen measurement technique - e.g. the expected cash outflows for determining a provision for warranty obligations when applying IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

            Developing an accounting estimate includes both:

          • selecting a measurement technique (estimation or valuation technique) - e.g. an estimation technique used to measure a loss allowance for expected credit losses when applying IFRS 9 Financial Instruments; and

          • choosing the inputs to be used when applying the chosen measurement technique - e.g. the expected cash outflows for determining a provision for warranty obligations when applying IAS 37 Provisions, Contingent Liabilities and Contingent Assets."

            Amendments to IFRS 10 and IAS 28- Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

            The amendments require the full gain to be recognised when assets transferred between an investor and its associate or joint venture meet the definition of a 'business' under IFRS 3 Business Combinations. Where the assets transferred do not meet the definition of a business, a partial gain to the extent of unrelated investors' interests in the associate or joint venture is recognised. The definition of a business is key to determining the extent of the gain to be recognised.When a parent loses control of a subsidiary in a transaction with an associate or Joint Venture (JV), there is a conflict between the existing guidance on consolidation and equity accounting.Under the consolidation standard, the parent recognises the full gain on the loss of control. But under the standard on associates and JVs, the parent recognises the gain only to the extent of unrelated investors' interests in the associate or JV.In either case, the loss is recognised in full if the underlying assets are impaired.The effective date of the amendment has been deferred indefinitely by the IASB. However, earlier application of the amendments is permitted. It is unlikely that the amendment will have a material impact on the company's annual report and financial statements.

            Amendments to IAS 1- Classification of Liabilities as Current or Non-Current

            Under existing IAS 1 requirements, companies classify a liability as current when they do not have an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period. As part of its amendments, the Board has removed the requirement for a right to be unconditional and instead, now requires that a right to defer settlement must have substance and exist at the end of the reporting period. There is limited guidance on how to determine whether a right has substance and the assessment may require management to exercise interpretive judgement.

            The existing requirement to ignore management's intentions or expectations for settling liability when determining its classification is unchanged.

            The amendments also clarify how a company classifies a liability that includes a counterparty conversion option, which could either be recognised as either equity or liability separately from the liability component under IAS 32 Financial Instruments: Presentation. The amendments are applied retrospectively for annual periods beginning on or after 1 January 2023, with early application permitted. It is unlikely that the amendment will have a material impact on the Company's financial statements.

            Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies

            The amendments was done to assist companies provide useful accounting policy disclosures. The key amendments to IAS 1 include:

          • requiring companies to disclose their material accounting policies rather than their significant accounting policies;

          • clarifying that accounting policies related to immaterial transactions, other events or conditions are themselves

            immaterial and as such need not be disclosed; and

          • clarifying that not all accounting policies that relate to material transactions, other events or conditions are themselves material to a company's financial statements."

            The amendments are consistent with the refined definition of material:

            "Accounting policy information is material if, when considered together with other information included in an entity's financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements"

            The amendments are effective from 1 January 2023 but may be applied earlier. It is unlikely that the amendment will have a material impact on the Company's financial statements.

            2.2.2 Changes in accounting policies and disclosures (continued)

        2. New Standards, amendments, interpretations issued but not yet effective

        Certain new accounting standards and interpretations have been published that are effective for 31 December 2022 reporting periods and have now been earlier adopted by the Company. The Company's assessement of the impact of these new standards and interpretations (excluding quantitative impact) is set out below.

    3. Foreign currency translation

      1. Functional and presentation currency

        Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The functional currency and presentation currency of the Company is the Nigerian Naira (N).

      2. Transactions and balances

      Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at exchange rates of monetary assets and liabilities denominated in currencies other than the Company's functional currency are recognized in profit or loss. Monetary items denominated in foreign currency are translated using the closing rate as at the reporting date. Non-monetary items measured at historical cost denominated in a foreign currency are translated with the exchange rate as at the date of initial recognition; non-monetary items in a foreign currency that are measured at fair value are translated using the exchange rates at the date when the fair value was determined.

    4. Financial instruments

      1. Financial assets

        1. Classification

          The Company classifies its financial assets as loans and receivables. The Company does not hold any financial assets in any other financial instrument category. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at initial recognition.

        2. Loans and receivables

          Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Company's loans and receivables comprise trade receivables, due from related parties and cash and cash equivalents, and are included in current and non current assets depending on their contractual settlement date. They are classified as current if they are to be settled within one year and non-current if they are to be settled after one year.

        3. Recognition and measurement

        Loans and receivables are initially recognized at fair value using the effective interest rate method. Subsequently, loans and receivables are carried at amortised cost less any impairment.

      2. Financial liabilities

        1. Classification

          Financial liabilities are classified as financial liabilities at amortised cost. The Company has no financial liabilities in any other category. Management determines the classification of financial liabilities at initial recognition.

        2. Financial liabilities at amortised cost

          These include trade payables, due to related parties and borrowings. Trade payables are classified as current liabilities due to their short term nature while borrowings are spilt into current and non current liabilities. Borrowings included in non-current liabilities are those with maturities greater than 12 months after the reporting date.

        3. Recognition and measurement

        Financial liabilities are recognized initially at fair value, net of any transaction costs. Subsequently, they are measured at amortised cost using the effective interest method.

      3. Derecognition

        Financial assets are derecognised when the contractual rights to receive the cash flows from these assets have ceased to exist or the assets have been transferred and substantially all the risks and rewards of ownership of the assets are also transferred.

        Financial liabilities are derecognised when they have been redeemed or otherwise extinguished.

      4. Offsetting financial instruments

        Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

      5. Impairment of financial assets

        The Company assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

        Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

        For loans and receivables category, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the profit or loss statement.

        If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the profit or loss.

    5. Revenue recognition

      The company recognises revenue when the amount of revenue can be reliably measured and when risks and rewards have passed to the customer. Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable from sale of pharmaceutical products & Multivitamins net of discounts. This amount excludes value added tax and any amount remittable to third parties.

    6. Employee benefits

      1. Wages, salaries and annual leave

        Wages, salaries, bonuses, other contributions, paid annual leave and sick leave are accrued in the period in which the

        The Company operates a defined contribution pension scheme. The Company also make provision for employees' compensation (NSITF), Industrial Training Fund (ITF) and Medical services managed by an HMO.

      2. Defined contribution scheme

        The Company operates a defined contribution retirement benefit scheme for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. In a defined contribution plan, the actuarial risk falls 'in substance' on the employee. The employee contributes 8% while the Company contributes 10% of monthly emoluments of the employees in compliance with the Pension Reform Act 2014. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

        The assets of this scheme are held in separate trustee administered funds, which are funded by contributions from both the employee and the Company. The contributions are recognised as employee benefit expense when they are

    7. Statement of cash flows

      The statement of cash flows shows the changes in cash and cash equivalents arising during the period from operating activities, investing activities and financing activities.

      The cash flows from operating activities are determined by using the indirect method. Net income is therefore adjusted by non-cash items, such as changes from receivables and liabilities.

      In addition, all income and expenses from cash transactions that are attributable to investing or financing activities are eliminated. In the statement of cash flows, cash and cash equivalents includes cash in hand, deposit held at call with banks and bank overdrafts. In the statement of financial position, bank overdrafts are shown within borrowings in current liabilities.

      The cash flows from investing and financing activities are determined by using the direct method.

    8. Cash and cash equivalents

      Cash and cash equivalents represent a net of cash and bank balances as well as short term investments that are readily convertible to cash. Cash and cash equivalents comprise cash in hand and current balances with banks.

    9. Leases

      The Company is a lessee and it classifies its leases as operating leases.

      Leases in which a significant portion of the risks and rewards of ownership are retained by another party, the lessor, are classified as operating leases. Payments, including prepayments, made under operating leases (net of any incentives received from the lessor) are charged to the profit or loss on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.

    10. Property, plant and equipment

      All property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

      Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. All other repairs and maintenance costs are charged to profit or loss during the financial period in which they are incurred.

      The Construction Work in Progress is not depreciated. All such assets, once available for use are capitalised within the appropriate class of property, plant and equipment and subjected to the applicable depreciation rate in the year they are put to use.

      Land is not depreciated by the Company. Depreciation of property, plant and equipment is calculated using the straight-line method to write down their cost or revalued amounts to their residual values over their estimated useful lives, as follows:

      Useful life (years)

      Plant & Machinery 10

      New Factory (WIP) NIL

      Motor Vehicle 10

      Ambulance 10

      The assets' residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the estimated selling price in the ordinary course of business less costs to sell and value in use.

      1. Property, plant and equipment (continued)

        Gains and losses on disposal of property, plant and equipment are determined by reference to their carrying amounts and taken into account in determining operating profit. These gains or losses are recognised within "other income or loss" in statement of profit or loss and other comprehensive income.

      2. Intangible assets

        Intangible assets include computer softwares. Software acquired by the company is stated at cost less accumulated amortisation and accumulated impairment losses. Expenditure on intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.

        Amortisation is recognised in the income statement on a straight-line basis over the estimated useful life of the software, from the date that it is available for use since this most closely reflects the expected pattern of consumption of future economic benefits embodied in the asset. Software has a finite useful life, the estimated useful life of the software is five years for E-Pharmacy and ten years for IP Software.

      3. Finance cost

        Finance cost comprises interest expense on borrowings. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest

      4. Impairment of non-financial assets

        Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non financial assets that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

      5. Current and deferred taxation

      The tax expense for the period comprises current and deferred tax. Tax is recognised in arriving at profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

      1. Income tax

        The current income tax charge is calculated on the basis of the applicable tax laws enacted or substantively enacted at the reporting date in the country, Nigeria, where the Company generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

      2. Deferred tax

      Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

      Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

      Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority where there is an intention to settle the balance on a net basis.

      1. Inventories

        Inventories are stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less any applicable selling expenses.

        The cost of inventory is determined using the First-In, First-Out (FIFO) method and comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity), incurred in bringing inventory to its present location and condition.

        Allowance is made for excessive, obsolete and slow moving items. Write-downs to net realizable value and inventory losses are expensed in the period in which the write-downs or losses occur.

      2. Trade payables

        Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is within one year or less. Otherwise, they are classified as non-current liabilities.

        Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

      3. Share capital

        The Company has only one class of shares; ordinary shares. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

      4. Comparatives

      Except when a standard or an interpretation permits or requires otherwise, all amounts are reported or disclosed with comparative information.

  3. Financial risk management

    1. Financial risk factors

      This note explains the Company's exposure to financial risks and how these risks could affect the Company's future financial performance. Current year profit and loss information has been included where relevant to add further

      The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

      The Company's risk management is carried out by the board of directors. The finance department identifies, evaluates and hedges financial risks. The board provides principles for overall risk management as well as policies covering specific areas such as foreign exchange risk, interest rate risk and credit risk.

      1. Credit risk

        Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables.

        a) Management of credit risk

        Credit risk is managed on a Company basis. For banks and financial institutions, only independently rated parties with

        a minimum rating of 'A' are accepted.

        If wholesale customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the board. The compliance with credit limits by wholesale customers is regularly monitored by line management.

        1. Credit risk (continued)

          1. Management of credit risk (continued)

            Goods sold to super distributors, distributors and wholesalers are required to be settled in cash or using debit note such as post-dated chqeques, mitigating credit risk. There are no significant concentrations of credit risk, whether through exposure to distributors, specific industry sectors and/or regions.

            Below is a breakdown of all financial assets exposed to credit risk.

            2025 2024

            N'000 N'000

            Due from related parties (note 24) 8,229,632 5,787,874 Cash at bank (note 18) 6,479,687 398,371

            14,709,319 6,186,245

          2. Credit quality

          The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates.

          2025 2024

          Counterparties with external credit rating: N'000 N'000

          Due from related parties (note 24) 8,229,632 5,787,874 Fitch ratings of cash and bank balances are:

          B- 1,997,139 122,784

          BBB- 4,356,888 267,861

          CC 125,660 7,726

          6,479,687 398,371

          The definition of credit ratings of cash and bank balances is listed below:

          CC: Lower credit quality. 'CC' ratings denote the very low expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

          B-: Medium credit quality. 'B-' ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

          BBB-: Semi-medium credit quality. 'BBB-' ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

        2. Liquidity risk

          1. Management of liquidity risk

            Cash flow forecasting is performed by the finance department. The finance department monitors funding requirements to ensure it has sufficient cash to meet operational needs.

            The Company has incurred indebtedness in the form of trade payables, overdrafts and loans. The Company evaluates its ability to meet its obligations on an ongoing basis. Based on these evaluations, the Company devises strategies to manage its liquidity risk.

            Prudent liquidity risk management implies that sufficient cash is maintained and that sufficient funding is available through an adequate amount of committed credit facilities.

      2. Liquidity risk (continued)

        1. Maturity analysis

        This analyses the ability of the Company to meets its financial obligation as they fall due. All financial assets and financial liabilities are current in nature and all fall due within one year. The amounts disclosed in the table are the contractual undiscounted cash flows.

        Financial assets

        2025 2024

        N'000 N'000

        Due from related party (note 24) 8,229,632 5,787,874 Cash and cash equivalents (note 18) 6,479,687 398,371

        14,709,319 6,186,245

        Financial liabilities

        2025 2024

        N'000 N'000

        Trade payables (note 19) 2,096,079 969,509

        Accruals, provisions and other liabilities (note 19) 197,232 115,357 Due to related party 1,247 2,819

        2,294,558 1,087,685

      3. Market risk

        The Company takes on exposure to market risk, which is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company is exposed to interest rate risk and foreign exchange rate risk.

        1. Interest rate risk

          Interest rate risk is the risk that the value of a financial instrument will be affected by changes in market interest rates. Borrowings obtained at variable rates give rise to interest rate risk.

        2. Foreign exchange risk

          Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to the changes in foreign exchange rates. The Company is exposed to risks resulting from fluctuations in foreign currency exchange rates. A change in the value of any such foreign currency could have an effect on the Company's cash flow and future profits. The Company is exposed to exchange rate risk as a result of cash balances denominated in a currency other than the Naira.

          2025 2024

          Foreign currency denominated balances N'000 N'000

          Cash and bank balances - -

          Trade payables - -

          - -

          2025

          2024

          Year end spot rate

          The following significant exchange rates applied during the year;

          United States dollar (USD) 1,547 1,535.00

          Average rate

United States dollar (USD) 1,541 1,217.20

  1. Market risk (continued)

Sensitivity analysis for foreign exchange risk

The sensitivity analysis for currency rate risk shows how changes in the fair value or future cash flows of a financial instrument will fluctuate because of changes in market rates at the reporting date.

The sensitivity of the Company's earnings to fluctuations in exchange rates is reflected by varying the exchange rates at 9% depreciation of the Naira against the US Dollar as shown below:

2025 2024

N'000 N'000

Net exchange loss - -

A 100% strenghtening of the Naira against the above currency at the reporting date would have had the equal but opposite effect to the amounts shown above.

  1. Price risk

This is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk). The Company does not hold any financial instruments whose value changes with changes in market prices and is not exposed to price risk.

  1. Capital management

    1. Risk management

      The Company's objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital.

      In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

      The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including 'current and non-current borrowings' as shown in the statement of financial position) less cash and cash equivalents. Total capital is calculated as the sum of all equity components on the statement of financial position.

      The Company is geared as at 31 December 2025 and 31 December 2024 respectively.

      2025 2024

      N'000 N'000

      Total borrowings 53,595,111 31,057,157

      Long term payables - -

      Less: Cash and cash equivalents excluding bank overdrafts (note 16) 6,479,687 398,371

      Net debt 47,115,424 30,658,787

      Total equity 19,821,600 13,959,007

      Total capital 66,937,024 44,617,794

      Gearing ratio 70% 69%

  2. Fair value

IFRS 13 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable input reflect market data obtained from independent sources; unobservable inputs reflect the Company's market assumptions.

Level 1

Level 2

Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

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