Quarter 5 - financial statement for 2025

CORPORATE INFORMATION i

REPORT OF THE DIRECTORS TO THE SHAREHOLDERS ii - vii

STATEMENT OF DIRECTORS' RESPONSIBILITIES viii

STATEMENT OF CORPORATE RESPONSIBILITY ix

MANAGEMENT REPORT ON THE ASSESSMENT OF INTERNAL

CONTROL OVER FINANCIAL REPORTING x

CERTIFICATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING xi

ASSURANCE REPORT OF INDEPENDENT AUDITOR xii

INDEPENDENT AUDITOR'S REPORT 1-3

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 4

STATEMENT OF FINANCIAL POSITION 5

STATEMENT OF CHANGES IN EQUITY 6

STATEMENT OF CASH FLOWS 7

NOTES TO THE FINANCIAL STATEMENTS 8-49

STATEMENT OF VALUE ADDED 50

FIVE - YEAR FINANCIAL SUMMARY 51

i

Corporate information

Tax Identification Number 01380533-0001

Directors Mr. Christopher Oshiafi Chairman Pharm. Valentine C. Okelu MD/CEO

Pharm (Mrs.) Roseline A. Oputa ED, Sales & Marketing ( Retired on 13 December 2025) Pharm. Obinna S. Emeribe ED, Sales & Marketing ( Appointed on 9 March 2026) Mazi Samuel I. Ohuabunwa Non-Executive Director

Prof. Maurice M. Iwu Non-Executive Director

Sir. Ike T. Onyechi Non-Executive Director

Dr. Atinuke R. Uwajeh Non-Executive Director

Dr. Olusegun E. Akanji Non-Executive Director Mrs. Henrietta I. Orjiako Non-Executive Director Mr. Eric E. Okoruwa Non-Executive Director

Mrs. Patricia O. Aderibigbe Independent Non-Executive Director Mr. Adeyemi O. Odusanya Independent Non-Executive Director

Principal Activities

The manufacture, marketing and distribution of pharmaceuticals, animal health products and general healthcare products.

Company Secretary Mrs. Chinenye S. Adekanmbi

Registered Office Plot 16, Doherty Akanni Layout (Billings Way)

Oregun Industrial Estate Oregun, Ikeja, Lagos.

Tel: +234 8054431508, +234 9030576286

E-mail:info@neimethplc.com.ng Website:https://www.neimethplc.com.ng

Auditor BDO Professional Services ADOL House

15 CIPM Avenue

Central Business District Alausa, Ikeja

Lagos

Registrars Meristem Registrars and Probate Services Limited 213, Herbert Macaulay Way

Adekunle Yaba Lagos

Legal Adviser/Solicitor Chris O. Omolabi & Associates

REALS PLAZA, 1, Junaid Dosunmu Street Off Hakeem Balogun Street

Central Business District Alausa, Ikeja

Lagos.

Bankers Access Bank Plc

First Bank of Nigeria Limited Fidelity Bank Plc

Guaranty Trust Bank Limited Providus Bank Plc

Sterling Bank Plc

United Bank for Africa Plc Zenith Bank Plc

FOR THE YEAR ENDED 31 DECEMBER 2025

The Directors have the pleasure of presenting to the members of the Company their report, together with the Audited Financial Statements for the year ended 31 December 2025.

The Company, Pfizer Products Nigeria was incorporated on 13th of August 1957 as a limited liability company. It was converted to a public limited liability company in 1991. On 14 May 1997, Pfizer Inc. N.Y. divested from the Company through a management buy-out. The Company's name was subsequently changed by a special resolution to Neimeth International Pharmaceuticals Plc. The Company's shares are currently quoted on the floor of the Nigerian Exchange Limited (NGX).

The principal activities of the Company are the manufacture, marketing and distribution of pharmaceuticals, animal health products and general healthcare products.

There are effective internal control functions within the Company, which give reasonable assurance against any material misstatement or loss.

Profit/(loss) after taxation

976,417 (885,333)

The Board as the highest governing body in the Company is responsible for the provision of leadership, strategic direction and overall performance of the Company. The Board is duly empowered by relevant laws and regulations of the Federal Republic of Nigeria and the Articles of Association of the Company. The Board has oversight over the effectiveness of the Company's internal control system and risk management system of the Company and ensures compliance with relevant standards and regulations. In doing so, it ensure that:

• Proper accounting records are maintained;

• Internal control procedures are instituted which, as far as is reasonably possible, safeguard the Company's assets, prevent and detect fraud and other irregularities;

• Applicable accounting standards are followed;

• Suitable accounting policies are adopted and consistently applied;

• Judgements and estimates made are reasonable and prudent; and

• The going concern basis is used, unless it is inappropriate to presume that the Company will continue in business.

  The Board is also responsible as the highest governing body in the Company for issues such as:

• Approving the strategic direction of the Company and significant corporate strategic initiatives.

• Approving Neimeth's annual targets and financial statements, and monitoring financial performance against forecast and prior periods.

• Considering and approving Neimeth's overall risk-reward strategy and frameworks for managing all categories of risk, including credit, market, liquidity, equity, reputation and operational risk.

• Approving Neimeth's Risk Management Strategy and monitoring the effectiveness of risk management by the

  Company, including satisfying itself through appropriate reporting and oversight that appropriate internal control mechanisms are in place and are being implemented in accordance with regulatory requirements.

• Making an annual declaration to the relevant regulatory bodies on risk management and corporate governance, in accordance with regulatory requirements.

The names of Directors as at the date of this report and who held office during the year 2025 are as follows:

The interest of the Directors in the issued Share Capital of the Company as at 31 December 2025 are as follows:

Neimeth International Pharmaceuticals Plc. with a free float percentage of 27.3% as at 31st December 2025 is compliant with the NGX's free float requirement for companies listed on the Main Board.

In accordance with the provisions of Section 285 of the Companies & Allied Matters, Act, 2020 and Article 89 of the Company's Articles of Association, one third of the Directors of the Company shall retire from office. The Directors to retire every year shall be those who have been longest in office since their last election.

None of the Directors have notified the Company in line with Section 303 of the Companies and Allied Matters Act 2020 of any declarable interest in contracts with the Company during the year ended 31 December 2025.

According to the Register of Members, the following shareholders of the Company held more than 5% of the Issued Share Capital of the Company as at 31 December 2025.

Particulars of the changes arising from additions and disposals of Property, Plant and Equipment during the period are contained in Note 16. Details of other assets of the Company as at 31December 2025 are given in Notes 17 to 22 of the Statement of Financial Position.

The Company is committed to improving the quality of life of the community and environment in which it operates. The Company participates in medical outreaches, religious initiatives, school programmes and community development activities. These are done directly or in partnership with government and non-governmental organizations.

A key initiative of Neimeth in this regard is the "Fight the Good Fight Against Hypertension" (FITGAH). Under this program, the Company creates and promotes awareness against the dreaded silent killer, hypertension which has become a major cause for concern globally. Through its professional teams, it offers advice to patients and gives free blood pressure (BP) checks at its office at Oregun, Lagos, and our regional and state offices.

The Company's major distributors are: World Wide Commercial Ventures Limited (WWCVL) and CHI Pharmaceuticals Limited. Both Companies distributed several of the Company's major brands during the year under review.

The names of other Distributors of the Company during the period under review are as follows:

• Iykmavian Pharmacy Ltd, Lagos ● Grams Pharmacy, Owerri

• Addmore Pharmacy, Lagos ● Index Pharmacy, Nnewi

• Nemmit Pharmacy, Lagos ● Ebus Pharmacy, P/Harcourt

• Safeline Pharmacy, Lagos ● Bez Pharmacy, Calabar

• Spine Products Ltd, Lagos ● White Lion Pharmacy, Lagos

• New Height Pharm, Lagos ● Wino Pharmacy, Markurdi

• Danny Faith Pharmacy, Lagos ● New Health Pharmacy Ltd, Abuja

• Drugmaster Mega- Pharmacy, Ikorodu, Lagos ● H-Medix, Pharmacy Abuja

• Santus Pharmacy, Lagos ● Klen Pharmacy, Abuja

• Grace Johnson Pharmacy, Lagos ● Skylark Pharmacy, Abuja

• Alpha Pharmacy, Lagos ● Green Access Pharmacy, Abuja

• Mivero Pharmacy, Lagos ● Viina Pharmacy, Zamfara

• Simko Pharmacy, Ota ● La-med Pharmacy, Jos

• Ramsgate Pharmacy, Ota ● Dilimi Pharmacy, Jos

• Goodall Pharmacy Ltd, Ibadan ● Zimaco Pharmacy, Lagos

• Fiolu Pharmacy, Ilorin ● A.S. Sabrinah Pharmacy, Sokoto

• Twins Pharmacy, Ado, Ekiti ● Latnas Pharmacy, Kano

• Aromokeye Pharmacy, Ilorin ● Tony Pharmacy, Kano

• Eben Pharmacy, Akure ● Mabro Pharmacy, Kaduna

• Royal Michael Pharm, Benin ● Nwafor Pharmacy, Kaduna

• Chris G-Bliss Pharmacy, Onitsha ● Vicnam Pharmacy, Kaduna

• Onyitex Pharmacy, Onitsha ● Latnas Pharmacy, Kano

• Prodave Pharmacy Ltd, Onitsha ● Tony Pharmacy, Kano

• Warmeck Pharmacy, Aba ● Figab Pharmacy Lagos

• Micoson Pharmacy, Ota ● Bicon Pharmacy, Lagos

• Medbest Pharmacy, Lagos

  COMPANY'S SUPPLIERS

  The Company's significant Suppliers are:

• Associated Capsules Pvt. Ltd. ● Neelam Global Pvt. Ltd.

• Okay Packaging ● Multibase Pharma Industries Nigeria Limited

• Sagar Overseas Ltd. ● Ethylene Products and Lubricants Limited

• Boden Industries Ltd. ● Temita Scientific Limited

• Real Value Trust Limited ● De-Daltex Nigeria Limited

• Hastand Export Marketing PVT ● Sproxil Nigeria Limited

• Beta Glass Plc ● Worldwide Technologies Limited

• BEN-NARD NIG. Ltd. ● Pedro Peres Integrated Services

• Long Range Europe Ltd. ● K3 Packaging Industries

• Omnik Limited ● Perfect Packaging Limited

• Pharmalab India Pvt. Ltd. ● Katchey Company Limited

• Aquatix Remedies Ltd. ● Jostraws Pharmachem Point Nig. Ltd

• Abtevic Pharm. Limited

• Dapson Renny Ventures

• Mich Bamidele Enterprises

• Gharsu Services Limited

The Company is not associated with the local suppliers and obtains all its packaging materials at arm's length.

The Company is in a manufacturing agreement with late Professor Ekeke for the manufacture of Ciklavit. This attracts a royalty payment of 5%.

Royalty charge during the year amounted to N9,060,798.67 (2024 - N4,920,811)

Neimeth is committed to innovation and has continued to sustain research into new products development and products life extension through improving existing formulation and dosage forms. Driving product innovation and life-cycle extension through advanced formulation research and process improvement is a course Neimeth is committed to new arising from these initiatives are at various stages of registration and commercialization.

At Neimeth, we place high value on employee involvement and participation. We believe that by actively engaging our employees in creating an environment that influences decisions and actions affecting their roles, we foster greater ownership and commitment.

We continuously strive to improve our workplace environment by involving employees in decision-making and planning processes at all levels. Every employee is recognized as unique, and their contributions are both solicited and valued by management.

Key elements of our employee involvement strategy include promoting team effectiveness, enhancing productivity, fostering clear communication, encouraging problem-solving and developing reward and recognition systems. In return, we are committed to treating all employees equitably, fairly and with dignity, ensuring consistency in our approach. Our recruitment process reflects these values, as we operate a non-discriminatory policy that focuses solely on experience and qualification. We welcome applications from the most qualified candidates, irrespective of gender, ethnicity, religion, or physical condition.

To support our employees' growth, we provide structured training programs designed to enhance skills and improve job performance. Performance Management is a strong tool for employee advancement and succession planning.

We are proud of our culture of inclusivity and diversity and remain committed to supporting our employees every step of the way.

Neimeth is committed to operating its manufacturing system (Production of healthcare and pharmaceutical products and support activities) in a safe and environmentally friendly manner. This ensures that the environmental impact of our production and related operations is controlled to ensure as little degradation as possible to the environment.

Accordingly, we constantly monitor our emission of green-house gases and ensure we reduce our carbon footprint through proper and periodic maintenance of our generators, proper servicing of our transport vehicles and an annual corporate environmental objective which includes the planting of between 2-5 trees. Environmental audits are also carried out regularly and statutorily as required by law, at the end of which corrective and preventive actions are put in place to forestall any future occurrence. This is achieved through the implementation of ISO 14001: 2015 and the continuous improvement of the Environmental Management System (EMS)

At Neimeth, we make use of a wide range of resources like fuel, water and paper. The usage of these natural resources is monitored and measured and operational controls put in place to avoid wastages, thereby promoting sustainability of these natural resources. In the case of water usage, this is achieved through the metering of the portable and de-ionized water lines and conducting regular leak audits which are quickly addressed. The percentage water usage in 2025 was 1.25%, while the usage in 2024 was not documented because the water line was under maintenance. Better water usage culture has been adopted by staff as well as better awareness initiatives created in the case of paper usage. Sending more memos via emails than hard copies and the use of both sides of the paper has reduced the paper used annually, thereby ensuring sustainable operations. On energy usage, a lot of improvement was also recorded. We hope to get to a level of energy monitoring whereby it becomes part of every staff's KPI.

We have done a lot in the area of waste to landfill management through the introduction of various initiatives and as such we have maintained a reasonable waste to landfill percentage but with continuous improvement on the forefront of our priority burner for subsequent years. In 2025, we further ensured the reduction of our waste to landfill by disposing off various recyclables to middlemen who would resell them and maintained a general waste percentage of 25.48% due basically to giant strides achieved in manufacturing, leading to massive product availability in 2025 and as such, more waste generation than before.

Some of our initiatives employ the three Rs technique of Re-use, Reduce and Recycle. This we have been able to achieve through the segregation of our waste as comingling of waste was formerly the order of the day. Some of the waste like nylon, paper and waste cartons are sold to middle men which becomes raw material for some other companies, thereby converting waste to wealth. Some of the production waste from the natural products were sold to pig farmers and used as feed for the pigs.

The Extended Producer Responsibility (EPR) is our target, whereby we will be responsible for the waste generated by the last item in our production process.

At Neimeth, we are committed to conducting our manufacturing processes in a safe and accident-free environment for all employees, contractors and visitors.

We have built a safety culture in our personnel through regular trainings, teaching them that their safety is in their hands and that safety is everybody's responsibility and not only a function of the Management. The Management has on its own part made tremendous strides towards the provision of various controls both engineering and administrative and has also made adequate provision of PPEs for employees. The target is to have a zero accident environment where the employees come to work safe and go back same. Visual aids in the form of safety signs have been made in the simplest of forms and language so that even the unlettered can decipher them. Employees are encouraged to report near misses, accident investigations are carried out accordingly and CAPA (Corrective and Preventive Actions) are put in place. This giant stride is a huge improvement from previous years.

One Lost Time Accident was recorded in 2025 as agaianst none in 2024. Our target remains zero accidents, which we strive to achieve through regular safety awareness programs and internal trainings for the personnel.

There were no other significant post balance sheet events, which could have had material effect on the state of affairs of the Company for the year ended 31 December 2025 which had not been adequately provided for or disclosed.

Messrs. BDO Professional Services has indicated their willingness to continue in office as the Company's Auditor in accordance with Section 401(2) of the Companies and Allied Matters Act 2020. A resolution will be proposed at the Annual General Meeting authorizing the Directors to determine their remuneration.

FOR THE YEAR ENDED 31 DECEMBER 2025

The Directors accept responsibility for the preparation of the financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) and in the manner required by the Companies and Allied Matters Act, 2020 and in compliance with the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

The Directors further accept responsibility for maintaning adequate accounting records as required by the Companies and Allied Matters Act, 2020 and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatements whether due to fraud or error.

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

FOR THE YEAR ENDED 31 DECEMBER 2025

In line with the provisions of Section 405 of the Companies and Allied Matters Act, 2020; we have reviewed the audited financial statements of the Company for the year ended 31 December 2025 and based on our knowledge confirm as follows:

1. the 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;

2. the audited financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operations of the Company as at and for the year ended 31 December 2025;

3. the Company's internal controls have been designed to ensure that all material information relating to the Company is received and provided to the Auditor in the course of the review;

4. the Company's internal controls were evaluated within 90 days of the financial reporting date and were effective as at 31 December 2025;

5. that we have disclosed to the Auditor that there are no significant deficiencies in the design or operations of the Company's internal controls which could adversely affect the Company's ability to record, process, summarise and report financial data, and have discussed with the Auditor any weaknesses in internal controls observed in the course of the review;

6. that we have disclosed to the Auditor that there is no fraud involving management or other employees who have significant role in the Company's internal control; and

7. there are no significant changes in internal controls or in other factors which could significantly affect internal controls subsequent to the date of this review, including any corrective actions with regard to any observed deficiencies and material weaknesses.

Management of Neimeth International Pharmaceuticals Plc ("the Company") is responsible for establishing and maintaining an adequate system of internal control over financial reporting, including safeguarding of assets against unauthorized acquisition, use or disposition. This system is designed to provide reasonable assurance to Management and the board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company's internal control system is supported by written policies and procedures, incorporates self monitoring mechanisms, and is subject to internal audit reviews. When deficiencies are identified, Management takes appropriate corrective actions. However, like all internal control systems, inherent limitations exist, including the potential for circumvention or overriding of controls.

As of 31 December 2025, Management conducted an assessment of the effectiveness of internal control over financial reporting using the COSO 2013 Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, Management ascertain that, as of 31 December 2025, the Company's internal control over financial reporting was properly designed and operating effectively. Furthermore, no material weaknesses were identified in the Company's internal control over financial reporting.

The effectiveness of the Company's internal control over financial reporting as of 31 December 2025, has been audited by an independent registered accounting firm.

Dated 27 March 2026

NEIMETH INTERNATIONAL PHARMACEUTICALS PLC xi

CERTIFICATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING FOR THE YEAR ENDED 31 DECEMBER 2025

We, the Managing Director/Chief Executive Officer and the Head of Finance, certify that:

1. We have reviewed the 2025 Annual Financial Statements of Neimeth International Pharmaceuticals Plc ['the Company']

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 at 31 December 2025 presented in this report;

4. We the undersigned:

   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 within those entities, 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 Company's internal controls and procedures as of a date within 90 days prior to the report and presented in this report our conclusions about the effectiveness of the internal controls and procedures, as of 31 December 2025 covered by this report based on such evaluation.

1. We, the undersigned, have disclosed, based on our most recent evaluation of internal control system, to the Company's auditor (BDO Professional Services) and the Audit Committee of the Company's Board of Directors (or persons performing the equivalent functions):

   1. that there were no significant deficiencies and material weaknesses in the design or operation of the internal control system which could reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

   2. that there was no fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control system.

2. We, the undersigned, have ascertained that there were no 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 deficiencies and material weaknesses.

Dated 27 March 2026

Assurance Report of Independent Auditor

Tel: +234 1 4483050-9

+234 (0) 903 644 0755

bdonig@bdo-ng.com

https://www.bdo-ng.com

ADOL House

15 CIPM Avenue

Central Business District, Alausa, Ikeja

P. O. Box 4929, GPO, Marina Lagos, Nigeria

To the Shareholders of Neimeth International Pharmaceuticals Plc

Assurance Report on Management's Assessment of Controls over Financial Reporting

We have performed a limited assurance engagement on Neimeth International Pharmaceuticals Plc ("the Company") internal control over financial reporting as of 31 December 2025, based on Financial Reporting Council (FRC) Guidance on Management Report on Internal Control Over Financial Reporting and Securities and Exchange Commission (SEC) Guidance on Management Report on Internal Control over Financial Reporting. Neimeth International Pharmaceuticals Plc Board of Directors and Management are 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 Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's Internal Control over Financial Reporting based on our Assurance engagement.

In our opinion, nothing has come to our attention that the internal control procedures over financial reporting put in place by management are not adequate as of the specified date, based on the FRC/SEC Guidance on Management Report on Internal Control Over Financial Reporting.

We have complied with independence and other ethical requirements of the Code of Ethics for professional Accountants issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality, and professional behaviour.

The Firm applies the International Standard on Quality Management 1, Quality Management for firms that perform audit or review of financial statements, or other assurance or related services engagement which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements.

We conducted our Assurance engagement in accordance with FRC Guidance on Assurance Engagement Report on Internal Control over Financial Reporting. That Guidance requires that we plan and perform the Assurance engagement and provide a limited assurance report on the entity's internal control over financial reporting based on our assurance engagement.

As prescribed in the Guidance, 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 provide a basis for our report on the internal control put in place by management over financial reporting.

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:

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

1. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and

2. 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.

BDO Professional Services - FRC/2024/COY/398515

Olugbemiga A. Akibayo, FCA - FRC/2013/PRO/ICAN/004/00000001076 For: BDO Professional Services

Lagos, Nigeria 29 March 2026

BDO Professional Services, a firm of Chartered Accountants registered in Nigeria, is a member of BDO International Limited,

a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Partners: Olugbemiga A. Akibayo, Henry B. Omodigbo, Gideon Adewale, Olusegun Agbana-Anibaba, Ajibola O. Falola, Wahab O. Afolabi Emmanuel O. Dosunmu BN: 170585

INDEPENDENT AUDITOR'S REPORT

Tel: +234 1 4483050-9

+234 (0) 903 644 0755

bdonig@bdo-ng.com https://www.bdo-ng.com

ADOL House

15 CIPM Avenue

Central Business District, Alausa, Ikeja

P. O. Box 4929, GPO, Marina

Lagos, Nigeria

TO THE SHAREHOLDERS OF NEIMETH INTERNATIONAL PHARMACEUTICALS PLC REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the financial statements of Neimeth International Pharmaceuticals Plc which comprise, the statement of financial position as at 31 December 2025, the statement of profit or loss and other comprehensive income, statement of changes in equity, and statement of cash flows for the year then ended; and notes to the financial material, including a summary of material accounting policies and other explanatory notes.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2025 and of its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, and in compliance with the relevant provisions of the Financial Reporting Council of Nigeria (Amendment) Act, 2023 and the Companies and Allied Matters Act, 2020.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). 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 International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants together with the 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 and the International Ethics Standards Board Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are the matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation of Trade receivables- Expected Credit Loss Risk

The Company is exposed to credit risk arising from the Company's trade receivables.The determination of the

impairment charge for trade receivables requires the assessment of Expected Credit Loss Model (ECL) using the simplified approach on recoverable amounts in line with IFRS 9. The ECL model involves the application of considerable level of judgements and estimation in determining inputs which are derived from historical records obtained within and outside the Company in formulating the financial model. The model also requires assumptions in the estimation of foward looking macro-economic variables in computing the probability of default (PD). The appropriateness of impairment calculation for long overdue debts which require significant management's judgements and assumptions, makes it a key audit matter

Our response

Our audit procedures in response to the risk included, amongst others:

• Assessed and tested the design and operating effectiveness of the controls over impairment calculations.

• Reviewed the age analysis of trade receivables and internal controls over recoverability of receivables.

• Reviewed impairment model adopted by management and evaluated whether the model used to calculate the recoverable amount complies with the requirements of IFRS 9 and is in agreement with our understanding of the business and the industry in which the Company operates.

• Challenged management's assessment on the recoverability of overdue receivables, collection pattern, considering historical patterns of debt and repayment as well as recent communications with their counterparties.

• Evaluated the accounting principles underlying revenue recognition which form the basis for the recognition of trade receivables.

BDO Professional Services, a firm of Chartered Accountants registered in Nigeria, is a member of BDO International Limited,

a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Partners: Olugbemiga A. Akibayo, Henry B. Omodigbo, Gideon Adewale, Olusegun Agbana-Anibaba, Ajibola O. Falola, Wahab O. Afolabi

Emmanuel O. Dosunmu BN: 170585

Valuation of investment property Risk

The Directors have estimated the Company's investment property to be N2.8billion as at 31 December 2025. Independent external valuation carried out as at 31 December 2025 was obtained in order to support the value in the Company's financial statements. The valuation was based on certain key assumptions and sigificant judgements including capitalisation rate and fair market rents.

Our response

We ascertained the following:

• Evaluated the independent external valuers' competence, capabilities and objectivity

• Assessed the methodologies used and the appropriateness of the key assumptions.

• Checked the accuracy and relevance of the input data used.

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Directors' report, the statement of Directors' responsibilities and the statement of corporate responsibility but does not include the financial statements and the 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 during the audit or otherwise appears to be materially misstated. If, based on the work we have performed, 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 Financial Reporting Standards issued by the International Accounting Standards Board, and in compliance with the relevant provisions of the Financial Reporting Council of Nigeria (Amendment) Act, 2023 and the Companies and Allied Matters Act, 2020 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 liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

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 a report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, 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 International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks 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 exists, we are required to draw attention in the 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 audit evidence obtained up to the date of the 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.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit, and significant audit findings and any significant deficiencies in internal control that we identify during our audit.

Report on other legal and regulatory requirements

The Companies and Allied Matters Act, 2020 requires that in carrying out our audit we consider and report to you on the following matters. We confirm that:

1. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

2. in our opinion, proper books of account have been kept by the Company, and

3. the Company's statement of financial position, and its statement of profit or loss and other comprehensive income are in agreement with the books of account.

Olugbemiga A. Akibayo, FCA FRC/2013/PRO/ICAN/004/00000001076

For: BDO Professional Services Chartered Accountants

Lagos, Nigeria 29 March 2026

FOR THE YEAR ENDED 31 DECEMBER 2025

The explanatory notes and statement of material accounting policies on pages 8 to 49 and other national disclosures on pages 50 and 51 form an integral part of these financial statements.

Auditor's review report, pages 1 to 3

AS AT 31 DECEMBER 2025

FRC/2014/PRO/DIR/003/00000007065

These financial statements were approved and authorised for issue by the Board of Directors on 27 March 2026 and signed on its behalf by:

The explanatory notes and statement of material accounting policies on pages 8 to 49 and other national disclosures on pages 50 and 51 form an integral part of these financial statements.

Auditor's report, page 1 to 3

FOR THE YEAR ENDED 31 DECEMBER 2025

The explanatory notes and statement of material accounting policies on pages 8 to 49 and other national disclosures on pages 50 and 51 form an integral part of these financial statements.

Auditor's report, page 1

FOR THE YEAR ENDED 31 DECEMBER 2025

The explanatory notes and statement of material accounting policies on pages 8 to 49 and other national disclosures on pages 50 and 51 form an integral part of these financial statements.

Auditor's report, page 1 to 3

FOR THE YEAR ENDED 31 DECEMBER 2025

1. The Company
   1. Legal form

      Neimeth International Pharmaceuticals Plc, a Company quoted on the Nigerian Exchange Limited (NGX)since 21 September,1979.The Company was incorporated on 30 August 1957 as Pfizer Products Nigeria a limited liability company and commenced operations in January 1958. On 14 May 1997, Pfizer Inc. NY divested from the Company through a management buyout.

   2. Principal activities

      The principal activities of the Company are manufacturing and marketing of pharmaceuticals and animal health products.

2. Basis of preparation
   1. Statement of compliance

      These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and in compliance with the Financial Reporting Council of Nigeria (Amendment) Act, 2023 and the requirements of the Companies and Allied Matters Act, 2020. Additional information required by local regulators has been included where appropriate.

   2. Basis of measurement

      The financial statements have been prepared in accordance with the going concern principle under the historical cost convention, except for financial instruments and investment property measured at fair value.

      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 accounting policies. Changes in assumptions may have a significant impact on the financial statements in the year the assumptions changed. Management believes that the underlying assumptions are appropriate and therefore the financial statements present the financial position and results fairly.

   3. Going concern assessment

      The financial statements have been prepared on a going concern basis, which assumes that the entity will be able to meet its financial obligations as and when they fall due. There are no significant financial obligations that will impact on the entity's resources which will affect the going concern of the entity. Management is satisfied that the entity has adequate resources to continue in operational existence for the foreseeable future. For this reason, the going concern basis has been adopted in preparing the financial statements.

   4. Functional and presentation currency

      The Company's functional and presentation currency is the Nigerian Naira. The financial statements are presented in Nigerian Naira and have been rounded up to the nearest thousand except where otherwise stated.

   5. Use of estimates and judgements

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

      Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimates are revised and in any future years affected.

   6. Changes in accounting policies
      1. New standards, interpretations and amendments adopted from 1 January 2025

         The following amendments are effective for the annual reporting period beginning 1 January 2025:

         
         
         

         These amendments to various IFRS Accounting Standards are mandatorily effective for reporting periods beginning on or after 1 January 2025.

         On 15 August 2023, the IASB issued Lack of Exchangeability which amended IAS 21 The Effects of Changes in Foreign Exchange Rates (the Amendments). The Amendments arose as a result of a submission received by the IFRS Interpretations Committee about the determination of the exchange rate when there is a long term lack of exchangeability. IAS 21, prior to the Amendments, did not include explicit requirements for the determination of the exchange rate when a currency is not exchangeable into another currency, which led to diversity in practice.

         The Committee recommended that the IASB develops narrow scope amendments to IAS 21 to address this issue. After further deliberations, the IASB issued an exposure draft of the proposed amendments to IAS 21 in April 2021 and the final amendments were issued in August 2023.

         The amendments introduce requirements to assess when a currency is exchangeable into another currency and when it is not. The Amendments require an entity to estimate the spot exchange rate when it concludes that a currency is not exchangeable into another currency.

         The following amendments are effective for the annual reporting period beginning 23 June 2025:

         IFRS Practice Statement 1 Management Commentary - (Voluntary adoption)

         On 23 June 2025, the IASB issued IFRS Practice Statement 1 Management Commentary to replace the previous IFRS Practice Statement 1 Management Commentary that was issued in December 2010.

         The revised Practice Statement was introduced to better meet the needs of users of management commentary and to address common shortcomings in practice, including insufficient focus on key matters, overly generic information, fragmented presentation of information, and challenges in making comparisons over time or across similar entities.

         The revised Practice Statement emphasises the importance of focusing on key matters that influence the company's future prospects, drawing on material information used in internal management. The Practice Statement supports consistency across financial reports and requires a coherent, fact-based narrative structured around six core content areas: business model, strategy, resources and relationships, risks, external environment, and financial performance and position.

      2. New standards, interpretations and amendments not yet effective

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

      The following amendments are effective for the annual reporting period beginning 1 January 2026:

      
      
      

      to IFRS 9 Financial instruments and IFRS 7)

      
      
      

      The following standards and amendments are effective for the annual reporting period beginning 1 January 2027:

      
      
      

      The Company is currently assessing the effect of these new accounting standards and amendments.

      IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect on the recognition and measurement of items in the financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items.

      These changes include categorisation and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures.

      The Company does not expect to be eligible to apply IFRS 19.

      FOR THE YEAR ENDED 31 DECEMBER 2025

3. Summary of material accounting policies

   The material accounting policies set out below have been applied consistently to all periods presented in the financial statements unless otherwise indicated.

   1. Intangible assets
      1. Intangible assets acquired separately

         Intangible assets acquired separately are shown at historical cost less accumulated amortization and impairment losses.

         Amortization is charged to profit or loss on a straight-line basis over the estimated useful lives of the intangible assets unless such lives are indefinite. These charges are included in other expenses in profit or loss. Intangible assets with an indefinite useful lives are tested for impairment annually.

         Amortisation periods and methods are reviewed annually and adjusted if appropriate.

      2. Intangible assets generated internally

         Expenditures on research or on the research phase of an internal project are recognized as an expense when incurred. The intangible assets arising from the development phase of an internal project are recognized if, and only if, the following conditions apply:

         • The Company has the intention of completing the asset for either use or resale.

         • The Company has the ability to either use or sell the asset.

         • It is possible to estimate how the asset will generate income.

         • The Company has adequate financial, technical and other resources to develop and use the asset.

         • The expenditure incurred to develop the asset is measurable.

         • It is technically feasible to complete the asset for use by the Company.

         If no intangible asset can be recognised based on the above, then development costs are recognised in the income statement in the period in which they are incurred.

      3. Amortisation of Intangible assets

         Amortisation of intangible assets is calculated using the straight-line method to allocate their cost amounts to their residual values over their estimated useful lives, as follows:

         Computer Software 331/3

   2. Property, plant and equipment
      1. Initial recognition

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

      2. Subsequent costs

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

      3. Depreciation of property, plant and equipment

         Depreciation on assets is calculated using the straight-line method to allocate their cost amounts to their residual values over their estimated useful lives, as follows:

         %

         Land Nil

         Buildings 3

         Office equipment and furniture 10

         Machinery and equipment 10

         Motor vehicles 20

         Computer equipment 331/3

         FOR THE YEAR ENDED 31 DECEMBER 2025

         The assets' residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable value.

         The Company reviews the estimated useful lives of property, plant and equipment at the end of each reporting date.

      4. Derecognition

         Gains and losses on disposals are determined by comparing the proceeds with the carrying amount, these are included in the income statement under other operating income. When revalued assets are sold, the amounts included in the revaluation surplus are transferred to retained earnings.

      5. Reclassification

         When the use of a property changes from owner-occupier to investment property, the property is re-measured to fair value and reclassified as investment property. Any gain arising on re-measurement is recognized in the income statement to the extent that it reverses a previous impairment loss on the specific property, with any remaining recognized in other comprehensive income and presented in the revaluation reserve in equity. Any loss is recognized immediately in the income statement.

      6. Capital work in progress

         Capital work in progress represents expenditure incurred on property, plant and equipment or intangible assets under construction or development, which are not yet available for their intended use at the reporting date. Such costs include direct costs of construction, purchase price of materials and equipment, related professional fees, borrowing costs eligible for capitalisation, and other attributable expenses.

         Capital work in progress is carried at cost less any accumulated impairment losses. Upon completion and readiness for intended use, the balance in capital work in progress is transferred to the appropriate category of property, plant and equipment or intangible assets and depreciated/amortised in accordance with the entity's accounting policies.

   3. Investment properties

      Investment properties are properties that are held for long-term rental yields or for capital appreciation or both, that are not occupied by any of the departments within the Company. Investment properties are carried in the statement of financial position at their market value and revalued at regular interval on a systematic basis yearly. If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment while its carrying value at the date of reclassification becomes its cost for subsequent accounting purposes.

      Where an investment property undergoes a change in use, evidenced by commencement of development with a view to sale, the property is transferred to inventories. A property's deemed cost for subsequent accounting as inventories is its carrying amount at the date of change in use.

      An external, independent valuer, having appropriate recognised professional qualifications, certified by the Financial Reporting Council (FRC) of Nigeria and with recent experience in the location and category of the investment properties being valued, values the Company's investment properties. The fair value is based on market value, being the estimated amount for which a property could be sold between market participants at a measurement date.

      An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefit is expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the property) is recognised in the profit or loss in the period of the derecognition.

      When the use of a property changes such that it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting. Investment properties are not subject to periodic charge for depreciation.

   4. Inventories

      Inventories are measured at the lower of cost and net realisable value. Inventories are valued using standard costing method of valuation. However, standard cost approximates to actual cost of valuation. The cost of inventories includes expenditures incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventory and work in progress, cost includes an appropriate share of production overheads based on normal activity levels.

      Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling.

      Adequate provision is made for slow moving, obsolete and defective inventories to ensure that the value at which inventories are held at the reporting period is reflective of anticipated future sales patterns.

   5. Impairment of non-financial assets

      The Company assesses annually whether there is any indication that any of its assets have been impaired. If such indication exists, the asset's recoverable amount is estimated and compared to its carrying value. Where it is impossible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the smallest cash-generating unit to which the asset is allocated. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount an impairment loss is recognized immediately in profit or loss, unless the asset is carried at a revalued amount, in which case the impairment loss is recognized as revaluation decrease.

   6. Financial instruments Recognition and initial measurement

      Financial instruments carried at statement of financial position date include the loans and receivables, cash and cash equivalents and borrowings. Financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition financial instruments are measured as described below:

      1. Financial assets

         Initial recognition and measurement of financial assets

         The Company classifies its financial assets at initial recognition and subsequently measured at amortised cost, at fair value through other comprehensive income (OCI) and fair value through profit or loss.

         The Company classifies its financial assets into the following categories: Financial assets at fair value through profit or loss, at fair value through OCI or at amortised cost. The classification is determined by management at initial recognition and depends on the purpose for which the investments were acquired.

      2. Subsequent measurement

         For purposes of subsequent measurement, financial assets are classified in three categories:

         • Financial assets at amortised cost (debt instruments);

         • Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments);

         • Financial assets at fair value through profit or loss (the Company however has no financial instrument in this category).

         1. Financial assets at fair value through profit or loss

            A financial asset is classified into the 'financial assets at fair value through profit or loss' category at inception if acquired principally for the purpose of selling in the short term, if it forms part of a portfolio of financial assets in which there is evidence of short-term profit-taking, or if so designated by management. Derivatives are also classified as held for trading unless they are designated as hedges.

         2. Financial assets at fair value through other comprehensive income

            Financial assets are classified and measured at fair value through other comprehensive income if they are held in a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets.

         3. Financial assets carried at amortised cost

         The Company assesses at each end of the reporting date whether there is objective evidence that a financial asset or 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 have 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. Objective evidence that a financial asset or group of assets is impaired includes observable data that comes to the attention of the Company about the following events:

         • Significant financial difficulty of the issuer or debtor;

         • A breach of contract, such as a default or delinquency in payments;

         • It becoming probable that the issuer or debtor will enter bankruptcy or other financial reorganisation;

         The disappearance of an active market for that financial asset because of financial difficulties; or observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group.

         The Company first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant. If the Company determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment.

      3. Financial liabilities
         1. Initial recognition and measurements

            Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

            All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and

            payables, net of directly attributable transaction costs.

            The Company's financial liabilities include trade and other payables, loans and borrowings. For purposes of subsequent measurement, financial l' iabilities are classified in two categories:

            i. Financial liabilities at fair value through profit or loss ii.Financial liabilities at amortised cost (loans and borrowings)

            Financial liabilities at fair value through profit or loss

            Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

            Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.

            Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs to the extent that it is probable that some or all of the facilities will be drawn down.

            Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are classified as current liabilities if payment is due within one year or less, if not they are presented as non-current liabilities.

            Financial liabilities at fair value through profit or loss

            This is the category most relevant to the Company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

            Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.

         2. Derecognition

            A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability.

            The difference in the respective carrying amounts is recognized in the Statement of Profit or Loss. If the modification is not substantial, the difference between the original contractual cash flows and the modified cash flows discounted at the original effective interest rate (EIR) is recognized in profit or loss.

      4. Impairment of financial assets
         1. Impairment of financial assets

            The Company assesses on a forward looking basis the expected credit losses (ECL) associated with its trade receivables, equity instruments and other debt financial assets not held at FVPL, together with loan commitments and financial guarantee contracts, in this section all referred to as 'financial instruments'. The impairment methodology applied depends on whether there has been a significant increase in credit risk since initial recognition.

            The measurement of ECL reflects an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes, time value of money and reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. Equity instruments are not subject to impairment under IFRS 9.

            The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

            ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

            For trade receivables and contract assets, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

         2. Credit-impaired financial assets

            The Company considers a financial asset in default when contractual payments are 360 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

            At each reporting date, the Company assesses whether financial assets carried at amortised cost and debt instruments carried at FVOCI are credit-impaired. Financial assets are credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

            Evidence that a financial asset is credit-impaired includes the following:

            • there is significant financial difficulty of a customer (potential bad debt indicator);

            • there is a breach of contract, such as a default or delinquency in interest or principal payments;

            • the Company, for economic or legal reasons relating to the customer's financial difficulty, granting to the customer a concession that the Company would not otherwise consider;

            • it becomes probable that a counterparty/customer may enter bankruptcy or other financial reorganisation;

            • there is the disappearance of an active market for a financial asset because of financial difficulties; or

            • observable data indicates that there is a measurable decrease in the estimated future cash flows from a Company of financial assets:

            • the financial asset is 360 days and above past due.

            A trade receivable debt that has been renegotiated due to a deterioration in the customer's financial condition is usually considered to be credit-impaired unless there is evidence that the risk of not receiving contractual cash flows has reduced significantly and there are no other indicators of impairment.

         3. Presentation of allowance for ECL

            Trade receivable allowances for ECL are presented in the statement of financial position as follows:

            • financial assets measured at amortised cost: as a deduction from the gross carrying amount of the assets;

            • loan commitments and financial guarantee contracts: the loss allowance is recognised as a provision, and

            • debt instruments measured at FVOCI: no loss allowance is recognised in the statement of financial position because the carrying amount of these assets is their fair value. However, the loss allowance is disclosed and is recognised in the fair value reserve.

              3.6.4 Offsetting of financial instruments

              Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis and to realise the assets and settle the liabilities simultaneously.

   7. Other financial assets

      Other financial assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented as non-current assets. These are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less any impairment losses. These comprise trade receivables, unbilled revenues, cash and cash equivalents and other assets.

   8. Trade and other receivables

      Trade receivables are stated at fair value and subsequently measured at fair value through profit or loss, less provision for impairment. Impairment thereon are computed using the simplified IFRS 9 ECL Model, where the receivables are aged and probability of default applied on each aged bracket. Trade receivables meet the definition of financial assets and the carrying amount of the trade receivables approximates their fair values.

   9. Equity instruments

      Equity instruments issued by the Company are recorded at the value of proceeds received, net of costs directly attributable to the issue of the instruments. Shares are classified as equity when there is no obligation to transfer cash or other assets. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction from the proceeds, net of tax.

      The entity subsequently measures all equity investments at fair value. Where the entity's management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments continue to be recognised in profit or loss as other operating income when the Company's right to receive payments is established.

      Changes in the fair value of financial assets at fair value through profit or loss are recognised in other gain/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

   10. Borrowing costs

       Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset. Other borrowing costs are expensed in the period in which they are incurred.

       Interest-bearing borrowings are stated at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability.

       1. Loans and borrowings

          After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the EIR amortisation process.

          Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the income statement.

       2. Deferred fair value gain on loans

          Deferred fair value gain on loans are not recognised until there is reasonable assurance that the Company will comply with the conditions attached to them and that the gains will be received. Deferred fair value gain on loans are recognised in profit or loss on a systematic basis over the years in which the Company recognises as expenses the related costs for which the gains are intended to compensate. Specifically, deferred fair value gain on loans whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets are recognised as deferred revenue in the statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets. The amount recognised as deferred fair value gain on loan is recognised in profit or loss over the year the related expenditure is incurred.

          Deferred fair value gain on loans that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognised in profit or loss in the year in which they become receivable. The benefit of a deferred fair value gain on loans at a below-market rate of interest is treated as a deferred fair value gain on loans, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates and it is amortised over the life span of the loan.

       3. Government grants

          The Company receives government assistance in the form of a below-market interest rate loan obtained from the Central Bank of Nigeria (CBN).In accordance with IAS 20, the benefit of the government grant is measured as the difference between the initial carrying amount of the loan determined using the prevailing market interest rate for a similar instrument and the proceeds received.

          This benefit is recognised as a government grant and presented as deferred income within liabilities. The deferred income is amortised to profit or loss on a systematic basis over the periods in which the Company recognises the related interest expense, thereby matching the benefit of the reduced interest cost with the corresponding expense.

   11. Cash and cash equivalents

       Cash and cash equivalents comprise of short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. An investment with a maturity of three months or less is normally classified as being short-term.

       For the purpose of presenting the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts.

   12. Trade and other payables

       Trade and other payables are stated at their original invoiced value. The Directors consider the carrying amount of other payables to approximate their fair value.

   13. Employee benefits
       1. Defined contribution plan

          In accordance with the provisions of the amended Pension Reform Act, 2014 the Company has instituted a Contributory Pension Scheme for its employees, where both the employees and the Company contribute 8% and 10% of the employee total emoluments. The Company's contribution under the scheme is charged to the profit or loss while employee contributions are funded through payroll deductions.

          Obligations for contributions to the defined contribution pension plans are recognised as an employee benefit expense in profit or loss in the periods during which services are rendered by employees. Contributions to a defined contribution plan that is due more than twelve months after the end of the period in which the employees render the service are discounted to their present value.

          Payments to defined contribution plans are recognised as an expense as they fall due. Any contributions outstanding at the year end are included as an accrual in the statement of financial position.

       2. Termination benefits

          Termination benefits are recognized as an expense when the Company is demonstrably committed without realistic possible withdrawal , to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefit for voluntary redundancies is recognized as expense if the Company has made an offer of voluntary redundancy and it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If the benefits are payable more than 12 months after the reporting date, then they are discounted to their present value.

       3. Short term employee benefits

          These are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short term cash bonus or profit sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

   14. Finance leases - Motor Vehicles

       The Company leases motor vehicles under lease arrangements that transfer substantially all the risks and rewards incidental to ownership to the Company. At the commencement date of the lease, the Company recognises a right-of-use asset and a corresponding lease liability.

       The right-of-use asset relating to motor vehicles is initially measured at cost and included in the property. plant and equipment, comprising the amount of the initial lease liability, any lease payments made at or before the commencement date, initial direct costs incurred, and an estimate of costs to be incurred in dismantling or restoring the asset, where applicable.

       The motor vehicles are subsequently depreciated on a straight-line basis over the shorter of the lease term and the useful life of the motor vehicles. Depreciation is recognised in profit or loss.

       The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, where this cannot be readily determined, the Company's incremental borrowing rate. The lease liability is subsequently measured at amortised cost, with interest expense recognised in profit or loss over the lease term.

       Lease payments are allocated between the reduction of the lease liability and finance costs. Cash payments for the principal portion and interest paid on the lease liability are classified within financing activities.

   15. Taxation

       The tax expense for the year comprises current and deferred tax. Tax is recognised in the income statement, 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.

       The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the country where the company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate.

       Deferred income 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. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit (loss), it is not accounted for.

       Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively

       enacted by the end of 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 income tax assets are recognised to the extent that it is probable that future taxable profit will be

       available against which the temporary differences can be utilised.

       Deferred income 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 income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities, where there is an intention to settle the balances on a net basis.

       The tax effects of carry-forwards of unused losses or unused tax credits are recognised as an asset when it is probable that future taxable profits will be available against which these losses can be utilised.

       Deferred tax related to fair value re-measurement of financial assets through OCI and cash flows hedges, which are charged or credited directly in other comprehensive income, is also credited or charged directly to other comprehensive income and subsequently recognised in the income statement together with the deferred gain or loss.

   16. Provisions

       Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, and it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

       The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting date, taking into account the risks and uncertainties surrounding the obligation.

   17. Revenue
       1. Identification of contracts

          Every revenue from contracts with customers begins with identification of a contract which can either be written,oral or implied by the Company's business practices and should meet all the following criteria:

          1. The contract must have commercial substance.

          2. The contract must be approved by all parties to the contract.

          3. Each party's rights regarding products to be transferred can be identified.

          4. The payment terms for products to be transferred can be identified.

          5. Each party is committed to perform their obligation.

          6. It is probable that the Company will collect the consideration to which it is entitled.

       2. Performance obligation and timing of revenue recognition

          Revenue represents the fair value of the consideration received or receivable for sales of goods and rendering of services, in the ordinary course of the Company's activities and is stated net of value-added tax (VAT). The Company derived revenue principally from the manufacturing and marketing of pharmaceutical and animal health products. Revenue is recognised at a point in time when control of goods has been transferred, being when the products are delivered to the customers (end users). Delivery occurs when the products have been shipped to the specific location and the control has been transferred and evidence of delivery received from the customers and the Company has objective evidence that all criteria for acceptance have been satisfied. No sales are reported if control of the goods has not been transferred to the customers.

          FOR THE YEAR ENDED 31 DECEMBER 2025
       3. Determining the transaction price

          Most of the Company's revenue is derived from fixed price contract and the amount of revenue to be earned from each contract is determined by reference to those fixed prices. The Company has full discretion over the price to sell the products.

       4. Allocating amounts to performance obligation

          For most contracts, there is a fixed unit price for each of the products sold. There is no judgement involved in allocating the contract price to each unit ordered in such contract (It is the total contract price divided by the number of units ordered). Where a customer orders more than one item, the Company is able to determine the split of the total contract price between each product by referencing to each product's stand alone selling prices.

       5. Revenue recognition

          Revenue is recognised when the Company satisfies performance obligation.Satisfaction occurs when the Company transfers control of products to the customers.Control is the ability to direct the use and obtain substantially all of the remaining benefits from an asset.

   18. Foreign currencies Foreign currency transactions

       Monetary items denominated in foreign currencies are retranslated at the exchange rates applying at the reporting date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined.

       Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognized in profit or loss in the period in which they arise except for:

       • Exchange differences on foreign currency borrowings which are regarded as adjustments to interest costs, where those interest costs qualify for capitalization to assets under construction.

       • Exchange differences on transactions entered into to hedge foreign currency risks.

       • Exchange differences on loans to or from a foreign operation for which settlement is neither planned nor likely to occur and therefore forms part of the net investment in the foreign operation, which are recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal of the net investment.

   19. Segment reporting

       An operating segment is a component of an entity:

       1. That engages in business activities from which it may earn revenue and incur expenses (including revenue and expenses relating to transactions with other components of the same entity);

       2. Whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment, assess its performance; and

       3. For which discrete financial information is available.

          Quantitative thresholds have been set for determining operating segments for which separate information should be disclosed. Separate information should be disclosed for any operating segment:

          • With revenue (including both external sales and intersegment transfers) that is 10% or more of the total revenue of all the operating segments;

          • With assets that are 10% or more of the combined assets of all the operating segments; or

          • Where its profit or loss which, in absolute terms, is 10 per cent or more of the greater, in absolute amount, of the combined reported profit of all profit making operating segments; and

          • The combined reported loss of all loss-making operating segments.

          An entity may combine information about operating segments that do not meet the quantitative thresholds with information about other operating segments that do not meet the quantitative thresholds to produce a reportable segment only if the operating segments have similar economic characteristics and share a majority of the aggregation criteria.

          FOR THE YEAR ENDED 31 DECEMBER 2025

          If the total external revenue reported by operating segments constitutes less than 75% of the entity's revenue, additional operating segments shall be identified as reportable segments until at least 75% of the entity's revenue is included in reportable segments.

          If an operating segment is identified as a reportable segment in the current period in accordance with the quantitative thresholds, segment data for a prior period presented for comparative purposes shall be restated to reflect the newly reportable segment as a separate segment, even if that segment did not satisfy the criteria for reportability in the prior period, unless the information is not available and the cost to develop it is excessive.

          The disclosure of segmental cash flows enables users to obtain a better understanding of the relationship between the cash flows of the business as a whole and those of its component parts and the availability and variability of segmental cash flows.

          The Company should disclose the factors used to identify its reportable segments. This should include the basis of organisation, for example by difference in products or services, geographical areas, regulatory environments or a combination of factors.

          The Company should disclose the types of products and services from which each reportable segment derives its revenues.

          Information about other business activities and operating segments that are not reportable shall be combined and disclosed in an 'all other segments'.

          The sources of the revenue included in the 'all other segments' category shall be described.

          An entity shall provide an explanation of the measurements of segment profit or loss, segment assets and segment liabilities for each reportable segment.

          Certain entity wide disclosures are also required for all entities, including those entities that have a single reporting segment, including information about: products and services; geographical areas; and major customers. An entity shall report the revenues from external customers for each product and service, or each group of similar products and services, unless the necessary information is not available and the cost to develop it would be excessive, in which case that fact shall be disclosed. The amounts of revenue reported shall be based on the financial information used to produce the entity's financial statements.

          An entity shall report geographical information for revenue from external customers:

          1. Attributed to the entity's country of domicile and

          2. Attributed to all foreign countries in total from which the entity derives revenues. If revenues from external customers attributed to an individual foreign country are material, those revenues shall be disclosed separately. An entity shall disclose the basis for attributing revenues from external customers to individual countries.

       An entity shall report geographical information for non-current assets (other than financial instruments, deferred tax assets, post-employment benefit assets, and rights arising under insurance contracts) located in the entity's country of domicile; and

       An entity shall provide information about the extent of its reliance on its major customers. If revenue from transactions with a single external customer amount to 10 per cent or more of an entity's revenues, the entity shall disclose that fact, the total amount of revenues from such customer, and the identity of the segment or segments reporting the revenues. The entity need not disclose the identity of a major customer or the amount of revenues that each segment reports from that customer. For the purposes of this IFRS, a group of entities known to a reporting entity to be under common control shall be considered a single customer, and a government (national, state, provincial, territorial, local or foreign) and entities known to the reporting entity to be under the control of that government shall be considered a single customer.

       FOR THE YEAR ENDED 31 DECEMBER 2025
4. Critical accounting estimates and judgements

   The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated and based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

   The effect of a change in an accounting estimate is recognized prospectively by including it in the comprehensive income in the period of the change, if the change affects that period only, or in the period of change and future period, if the change affects both the estimates and assumptions that have a significant risks of causing material adjustment to the carrying amount of asset and liabilities in the next financial statements are discussed below:

   1. Impairment of FVOCI financial assets

      The Company determines that FVOCI financial assets are impaired when there has been a significant or prolonged decline in the fair value below its cost. This determination of what is significant or prolonged requires judgment. In making this judgment, the Company evaluates among other factors, the normal volatility in share price, the financial health of the investee, industry and sector performance, changes in technology, and operational and financing cash flows. Impairment may be appropriate when there is evidence of deterioration in the financial health of the investee, industry and sector performance, changes in technology, and financing and operational cash flows.

      The fair values of financial instruments where no active market exists or where quoted prices are not otherwise available are determined by using valuation techniques. In these cases the fair values are estimated from observable data in respect of similar financial instruments or using models. Where market observable inputs are not available, they are estimated based on appropriate assumptions. Where valuation techniques (for example, models) are used to determine fair values, they are validated and periodically reviewed by qualified personnel independent of those that sourced them.

      To the extent practical, models use only observable data; however, areas such as credit risk (both own credit risk and counterparty risk), volatilities and correlations require management to make estimates.

      Changes in assumptions about these factors could affect the reported fair value of financial instruments.

   2. Impairment of property, plant and equipment and intangible assets

      Management is required to make judgement concerning the cause, timing and amount of impairment. In the identification of impairment indicators, management considers the impact of changes in current competitive conditions, cost of capital, availability of funding, technological obsolescence, discontinuance of services and other circumstances that could indicate impairment exist.

   3. Others are:

   • Residual values of items of property, plant and equipment.

   • Estimated useful lives of item of property, plant and equipment.

   • Allowance for obsolete stock.

   • Allowance for doubtful debts.

5. Risk management framework

   The primary objective of the company's risk management framework is to protect their stakeholders from events that hinder the sustainable achievement of financial performance objectives, including failing to exploit opportunities. Management recognises the critical importance of having efficient and effective risk management systems in place.

   The Company has established a risk management function with clear terms of reference from the Board of

   Directors, its committees and the executive management committees.

   This is supplemented with a clear organizational structure with documented delegated authorities and responsibilities from the board of directors to executive management committees and senior managers. Lastly, the Internal Audit unit provides independent and objective assurance on the robustness of the risk management framework, and the appropriateness and effectiveness.

   FOR THE YEAR ENDED 31 DECEMBER 2025

   Strategic risks - This specifically focuses on the economic environment, the products offered and market. The strategic risks arises from a Company's ability to make appropriate decisions or implement appropriate business plans, strategies, decision making , resource allocation and its inability to adapt to changes in its business environment. Operational risks - These are risks associated with inadequate or failed internal processes, people and systems, or from external events. Financial risks - Risk associated with the financial operation of the Company, including underwriting for appropriate pricing of plans, provider payments, operational expenses, capital management, investments, liquidity and credit.

   The Board of Directors approves the Company's risk management policies and meets regularly to approve any commercial, regulatory and organizational requirements of such policies. These policies define the Company's identification of risk and its interpretation, limit structure to ensure the appropriate quality and diversification of assets, align underwriting to the corporate goal, and specify reporting requirements to meet.

   1. Strategic risks

      The following capital management objectives, policies and approach to managing the risks which affect its capital position are adopted by the Company.

      • To maintain the required level of financial stability thereby providing a degree of security to clients and plan members.

      • To allocate capital efficiently and support the development of business by ensuring that returns on

        capital employed meet the requirements of its capital providers and of its shareholders.

      • To retain financial flexibility by maintaining strong liquidity.

      • To align the profile of assets and liabilities taking account of risks inherent in the business and regulatory requirements.

      • To maintain financial strength to support new business growth and to satisfy the requirements of the

      regulators and stakeholders.

   2. Operational risks

      Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company's processes, personnel, technology and infrastructure, and from external factors such as provider tariffs and medical costs. Others are legal and regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise from all of the Company's operations.

      The Company's objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the Company's reputation with overall cost effectiveness and to avoid control procedures that restrict initiative and creativity.

      The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior management within each unit. This responsibility is supported by the development of operational standards for the management of operational risk in the following areas:

      • requirements for appropriate segregation of duties, including independent authorisation of transactions.

      • requirements for the reconciliation and monitoring of transactions.

      • compliance with regulatory and other legal requirements.

      • documentation of controls and procedures.

      • training and professional development.

      • ethical and business standards.

   3. Financial risks

The Company's operations expose it to a number of financial risks. A risk management programme has been established to protect the Company against the potential adverse effects of these financial risks. There has been no significant change in these financial risks since the prior year and they are:

• Credit risks

• Liquidity risks

• Market risks

1. Credit risks

   The Company invests some of its surplus funds in high quality liquid market instruments. Such investments have a maturity no greater than three months. To reduce the risk of counterparty default the Company deposits the rest of its surplus funds in approved high quality banks. Concentrations of credit risk with respect to customers are limited due to the Company's customer base being large and unrelated. Customers are assessed for credit worthiness and where appropriate the Company obtains security for its exposure to the risk of default. Credit limits are also imposed on customers and reviewed regularly.

   The Company has trade receivables for the sales of inventory that is subject to the expected credit loss model. While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial.

   The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.

   To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The Company has concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.

   The expected loss rates are based on the Company's historical credit losses experienced over the three years prior to the year end. The historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Company's customers. The Company has identified the gross domestic product (GDP), unemployment rate and inflation rate as the key macroeconomic factors in the countries where the Company operates.

   The loss allowance as at 31 December 2025 and 31 December 2024 was determined as follows for trade receivables.

   31 December 2025	0-90 days	91 - 180 days	181 - 270 days	271 - 365 days	Over 365 days	Total
   Expected loss rate	13%	27%	20%	100%	79%
   	N'000	N'000	N'000	N'000	N'000	N'000
   Gross carrying amount	773,202	35,763	294,584	42,119	434,413	1,580,081
   Loss allowance	101,068	9,498	58,293	42,119	343,656	554,634
   		91 - 180	181 - 270	271 - 365
   31 December 2024	0-90 days	days	days	days	Over 365 days	Total
   Expected loss rate	19%	71%	12%	100%	19%
   	N'000	N'000	N'000	N'000	N'000	N'000
   Gross carrying amount	951,778	204,005	282,576	29,455	231,800	1,699,614
   Loss allowance	177,256	144,697	32,989	29,455	43,069	427,466
   Exposure to risk

   The Company's maximum exposure to credit risk, without taking into account any collateral held or other credit enhancements:

   Financial assets	2025 N'000	2024 N'000
   Trade and other receivables (Note 20)	1,342,460	1,616,290
   Cash and cash equivalents ( Note 22.2)	1,554,863	2,146,658
   Ageing of past due receivables:
   0 - 90 days	101,068	177,256
   91 - 180 days	9,498	144,697
   181 - 270 days	58,293	32,989
   271 - 365 days	42,119	29,455
   Over 365 days	343,656	43,069
   Total (Note 20.2)	554,634	427,466

   The Company allows an average debtors period of 30 days after invoice date. It is the Company's policy to assess trade receivables for recoverability on an individual basis and to test for impairment where it is considered necessary. In assessing recoverability the Company takes into account any indicators of impairment up until the reporting date.

2. Liquidity risks

   Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions. The following, excluding interest on loans shows the maturity profile of the contractual cash flow of the financial obligations:

   At 31 December 2025 Contractual Book value cashflow One year or less 1-5 years More than 5 years

   N'000 N'000			N'000	N'000	N'000
   Trade and other payables	959,115	959,115	959,115	-	-
   Borrowings	9,924,314	9,924,314	2,652,518	2,016,489	5,255,307
   Lease liabilities	10,516	10,516	10,516	-	-
   	10,893,945	10,893,945	3,622,149	2,016,489	5,255,307

   At 31 December 2024 Contractual Book value cashflow One year or less 1-5 years More than 5 years

   N'000 N'000			N'000	N'000	N'000
   Trade and other payables	4,350,944	4,350,944	4,350,944
   Borrowings	5,560,516	5,560,516	4,859,136	701,380	-
   Lease liabilities	28,789	28,789	28,789	-	-
   	9,940,249	9,940,249	9,238,869	701,380	-

3. Market risks

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: foreign exchange rates (currency risk), market interest rates (interest rate risk) and market prices (price risk).