Audited Financial Statements for the year ended 31 May 2025

Table of Contents Page

Corporate information 2

Financial highlights 3

Directors' report 4

Statement of Directors' responsibilities 11

Certification of financial statements 12

Report of the Audit Committee 13

Management annual assessment of, and report on PZ Cussons Nigeria Plc's internal control over financial reporting 14

Certification of management's assessment on internal control over financial reporting 15-16

Independent practitioner's report 17-18

Independent auditor's report 19-21

Consolidated and separate statements of financial position 22

Consolidated and separate statements of profit or loss and other comprehensive income 23

Consolidated and separate statements of changes in equity 24-25

Consolidated and separate statements of cash flows 26

Notes to the consolidated and separate financial statements 27

Other national disclosures 80

Statement of value added 81

Five year financial summary 82-83

Corporate information Board of Directors

Mrs. Ifueko M.Omoigui Okauru, MFR - Chairman, Independent Non-Executive Director Mr. Dimitris Kostianis - Chief Executive Officer

Ms. Joyce F. Coker - Executive Director

Mr. Kevin Massie - Non-Executive Director (Resigned 28 August 2024)

Mr. Kareem Moustafa - Non-Executive Director (Appointed 30 September 2024) Mallam Ballama Manu - Independent Non-Executive Director

Mrs. Oluwatoyin Odutayo - Independent Non-Executive Director Dr Suleyman Abdu Ndanusa - Independent Non-Executive Director

Mr. Richard Walker - Non-Executive Director (Appointed 13 February 2025)

Dr Anthony Ikemefuna Idigbe, SAN - Independent Non-Executive Director (Appointed 27 March 2025)

Mr. Brian Egan - Chief Finance Officer (Resigned 10 November 2024) Mr. Oludare Ebenezer Elusakin - Chief Finance Officer (Appointed 11 November 2024)

Company Secretary

Alsec Nominees Limited

Registered Office

45/47 Town Planning Way Ilupeju Industrial Estate

P.M.B. 21132

Ikeja

Registration Number

RC 693

Registrars

First Registrars and Investors Service Limited Plot 2, Abebe Village Road

Iganmu Complex

P.M.B. 12692

Lagos.

Independent Auditors PricewaterhouseCoopers Chartered Accountants FF Millenium Towers

3/14 Ligali Ayorinde Street Victoria Island

Lagos.

Financial highlights

The Group

Directors' report

Accounts and results

The Board of Directors of PZ Cussons Nigeria Plc is pleased to present to members the consolidated and separate statements of financial position as at 31 May 2025 together with the consolidated and separate statements of profit or loss and other comprehensive income, consolidated and separate statements of changes in equity, consolidated and separate statements of cashflows for the year ended on that date and notes to the financial statements including a summary of material accounting policies.

Principal activities

The principal activities of the Group are the manufacture, distribution and sale of a wide range of consumer products and home appliances through owned depots. These products are leading brand names throughout the country in detergent, soap, cosmetics, refrigerators, freezers and air-conditioners. The Group also facilitates the distribution of products of a related entity - Harefield Industrial Nigeria Limited.

Directors and their interest

The Directors who served during the year ended 31 May 2025 and their interest in the shares of the company as recorded in the register of members for the purpose of Section 301 of the Companies and Allied Matters Act 2020 ("CAMA"), and in compliance with the Listing Requirements of the Nigerian Stock Exchange (The Exchange) are as follows:

The above are the directors holdings as at 31 May 2025.

*Mr. Moustafa and Mr. Walker represent the interest of the majority shareholder PZ Cussons (Holdings) Limited UK with 2,909,349,788 shares

Interest in contracts

In accordance with Section 303 of the CAMA, Mallam Manu has notified the Company that he is an Non-Executive Director on the Board of Stanbic IBTC Holding PLC, the holding company of one of our bankers and advisers. No other Director has notified the Group of any declarable interest in any contract in which he/she was involved with the Group during the year.

Directors for re-election

In accordance with Article 90 of the Company's Articles of Association and Section 285 of the Companies and Allied Matters Act 2020, one-third of the number of Directors, based on the length of stay in office, must retire at the Annual General Meeting and they may offer themselves for re-election. Accordingly, Mrs. Ifueko Marina Omoigui Okauru, Mr. Dimitris Kostanis and Dr. Suleyman Abdu Ndanusa being eligible, have offered themselves for re-election. Dr. Ndanusa has given the Company notice that he is above the age of 70 years. Mr. Richard Walker and Chief Anthony Ikemefuna Idigbe were appointed to the Board after the last Annual General Meeting. Their appointment is now being presented for Shareholders' approval.

Records of Directors attendance

In compliance with Section 284 (2) of the CAMA, the Record of Directors' Attendance at Board Meetings in the 2024/2025 financial year will be made available at the Annual General Meeting for inspection by members.

Meetings of the Board of Directors

As a rule, the Board of Directors meets at least quarterly, and additional meetings are convened as required. Also, as allowed by the Company's Articles of Association, material decisions are sometimes taken between meetings by way of written resolutions.

At every quarterly meeting, the Directors are provided with comprehensive reports of the activities of the various business units as well as important corporate events. They are also briefed on all business developments between meetings. The Board met twelve times during the 2025 financial year.

The meetings were presided over by the Chairman. In all cases, written notices of meetings, the meeting agenda as well as the reports for consideration were circulated well ahead of the meetings. The minutes of the meetings were appropriately recorded and circulated.

Attendance at meetings

The Board has a formal schedule of meetings each year and met twelve times in the course of the year under review. The record of attendance of the Directors at the meetings is set below:

NA Not Appointed

*Mr. K. Massie resigned with effect from 28 August 2024

*Mr. K. Moustafa was appointed a director with effect from 30 September 2024

*Mr. R. Walker was appointed with effect from 13 February 2025

*Chief A. Idigbe was appointed with effect from 27 March 2025

Major Shareholdings

According to the Register of Members as at 31 May 2025, PZ Cussons (Holdings) Limited held 2,909,349,788 shares. This represents 73.27% of the paid-up capital of the Company. To the best knowledge of the Directors, Cardinalstone Account CPM held 5% or more of the issued share capital of the Company as at 31 May 2025.

Analysis of Shareholdings

List of 5% and Above shareholdings:

Apart from PZ Cussons (Holdings) Limited, UK, and Cardinalstone Account CPM, no other shareholder held more than 5% of the paid-up capital of the Company as at 31 May 2025.

Shareholding Structure/Free float Status

* Cardinalstone Account CPM has now been recognised as a substantial shareholder due to the increase in shareholding percentage from 4.91% in 2024 to 5.40% in 2025.

Declaration:

1. PZ Cussons Nigeria Plc with a free float percentage of 19.58% as at 31 May 2025, is compliant with The Exchange's free float requirements for companies listed on the Main Board.

2. PZ Cussons Nigeria Plc with a free float percentage of 20.25% as at 31 May 2024, is compliant with The Exchange's free float requirements for companies listed on the Main Board.

Board Committees

The Board has established Standing Committees whose terms of reference clearly spelt out roles, responsibilities and scope of authorities. To ensure compliance with the Best Practice in Corporate Governance each Committee is chaired by a Non- Executive Director.

Board Audit and Risk Management Committee

The Committee is to assist the Board in its oversight of the risk profile, risk management framework and risk review strategy. The Committee is to carry out periodic review of changes in the economic and business environment, including emerging trends and other factors relevant to the Group's risk profile.

The Committee is made up of three (3) members namely

Mallam Ballama Manu Chairman

Dr. Suleyman Abdu Ndanusa OON Member

Mr. R. Walker* Member

The Committee met eight times during the financial year. The table below summarises members' attendance at the meetings:

The meetings were held on 25 June 2024, 28 August 2024, 18 September 2024, 8 November 2024, 15 November 2024, 17 December 2024, 14 January 2025 and 24

March 2025.

*Mr. K. Massie resigned with effect from 28 August 2024

*Mr. K. Moustafa was appointed a director with effect from 20 September 2024

*Mr. R. Walker was appointed with effect from 13 February 2025

*Mrs. O. Odutayo was co-opted into the Committee and she atatneded the meetings held on 8 and 15 November 2024.

Governance and people committee

The committee advises the Board on the appointment of directors, corporate governance matters, staff welfare and remuneration, talent management and other strategic employees' relations matters.

The Committee members are:

Mrs. Oluwatoyin Odutayo Mr . K. Moustafa *

Chief A. Idigbe, SAN, PhD*

Chairman Member Member

The Committee met four times during the financial year and the table below shows the attendance at the meetings:

*Mr. K. Massie resigned with effect from 28 August 2024

*Mr. K. Moustafa was appointed a director with effect from 20 September 2024

*Dr. S.A. Ndanusa became a member of the Committee on 27 June 2024

*Mallam B. Manu was co-opted into the Committee and he attendedtteaneded the meeting held on 11 September 2024.

Statutory audit committee

The Committee is established to perform the functions listed in Section 404 (7) of the Companies and Allied Matters Act 2020. The Committee consists of five (5) members made of three representatives of the shareholders elected at the previous Annual General Meeting for the tenure of one year and two Non-Executive Directors. The meetings of the Committee were attended by the Chief Finance Officer, the Head of Internal Audit and representatives of PricewaterhouseCoopers, the Group's external auditors.

The meetings were held on 24 June 2024, 27 August 2024, 18 September 2024, 17 December 2024 and 25 March 2025.

Chief I. Obarinde ceased to be a member on 26 August 2024. Mr. R. Ibekwe became a member on 28 November 2024.

Board composition

The Company's Articles of Association provide for a maximum of fifteen directors. At the date of this report, the Board consists of nine directors: Five Independent Non-Executive Directors, two Non-Executive Directors and two Executive Directors.

The profile of the Board comprises distinguished individuals with diverse skills and competencies in different areas of the Group's business. This continually ensures the realisation of the set corporate objectives.

In line with best practices, the position of the Chairman is distinct from that of the Group Chief Executive Officer.

The Chairman is Mrs. Ifueko Omoigui Okauru, an Independent Non-Executive Director while the Chief Executive Officer is Mr. Dimitris Kostianis. Furthermore, while the Chairman is responsible for providing overall leadership for the Company and ensuring the effective operation of the Board to achieve the Company's strategic goals, the Chief Executive Officer is responsible for coordinating the running of the business and implementing strategies.

Independent Directors

In compliance with Section 275(1) of the CAMA and the Nigerian Code of Corporate Governance, more than a third, five (5) of the nine (9) Directors, are independent directors having no significant shareholding interest or any special business relationship with the Group.

Board operations

The Board is the ultimate governing body of the Group and it is responsible for its overall supervision and the protection of the interest of shareholders and other stakeholders. It ensures that the Group is appropriately managed to achieve strategic objectives.

The specific issues reserved for the Board include:

The Board has delegated to Management the day-to-day running of the business and the Chief Executive Officer, who is the head of the Management Team, is answerable to the Board.

Board appointment and induction

Directors are appointed to the Board following a declaration of vacancy at a Board meeting. New Directors are selected through carefully articulated selection guidelines that place emphasis on integrity, skills and competences relevant to the Group's goals and aspirations. The Policy confers on the Governance and People Committee the responsibility of identifying individuals with a track record of outstanding achievements and potential for value enhancement. The Committee's recommendation is subjected to further scrutiny by the Board before a decision is taken. The appointed director is made to undergo an induction programme to equip and familiarise him/her with the requisite knowledge and information about the Group and its business.

Furthermore, a newly appointed director receives a letter of appointment spelling out in detail the entitlements, terms of reference of the Board and its Committees and the Key Performance Indicators.

The appointment of the Director is presented to the subsequent Annual General Meeting for ratification.

Internal control

The Board maintained a sound system of internal control to safeguard shareholders investments and the Group's assets. The system of internal control provides reasonable assurance against material loss. The responsibilities include oversight functions of internal audit and control, risk assessment and compliance, conformity and contingency planning, and formalisation and improvement of business process.

Communication with shareholders

The Board is committed to an open and consistent communication policy with shareholders and other stakeholders. The guiding principle is that all shareholders should be given equal treatment in equal situations. Thus price sensitive information is published timely in full, simple and transparent format to all shareholders at the same time.

Furthermore, all shareholders have equal opportunity at the Annual General Meeting to present questions to the Board and make comments on any aspect of the financial statements.

Insider dealings

The Company has regulations guiding Directors, members of the Audit Committee and other officers of the Group on periods when they, or persons connected to them cannot lawfully effect transactions on the shares of the Group as well as the disclosure requirements when effecting any transaction on the Company's shares.

Dividend

The Board has not recommended dividend in respect of the year ended 31 May 2025 (31 May 2024: Nil). No provision for the dividend is recognised in the financial statements for the year then ended because, dividend is recognised as a liability in the period it is approved by shareholders.

E- Dividend

The Company consistently encourages its shareholders to embrace the e-dividend and e-bonus introduced in the capital market. This is to enable prompt crediting of shareholders account with dividend and their CSCS account with bonus shares. This will also eliminate the cost of posting dividend warrants and share certificate as well as the risk of being lost in the post.

Property, plant and equipment

Movement in property, plant and equipment during the year are shown in Note 4 of the financial statements. In the opinion of the Directors, the market value of the Group's property, plant and equipment is not lower than the value shown in the financial statements.

Distributors and suppliers

The Group has 4 distribution centres across the country with over 1000 distributors.

The Group also obtains its requirements from both local and overseas suppliers. The principal overseas suppliers are associated companies within the PZ Cussons Group. The transactions are carried out at arm's length.

Research and development

The Group's Research and Development efforts, supported through licensing and technical services agreement with overseas associated companies in the PZ Cussons Group are designed to ensure a constant programme of product improvement and new product introduction.

Employment of disabled persons

The Group's policy provides for due priority to be accorded to persons with disabilities in recruitment for any available position where their incapacity will not expose them to danger or serious disadvantage. Employees who become incapacitated in the course of their employment are retained and redeployed wherever possible within the context of the above policy.

Health safety and welfare

The Group recognises the health and safety of its employees, customers, contractors and other stakeholders as a top priority and form an integral part of its business activities. We are committed to maintaining a safe working place at all times and in all sites, depots and business units across the country so as to avoid accidents and ill health due to work situation. We recognise that health and safety is fundamental to good manufacturing practice. The roll out of our world class manufacturing programme has ensured that our factories are pleasant workplaces.

Employee involvement and training

The Group is committed to keeping employees informed regarding its performance and progress through regular briefings and meetings. Their views are sought wherever practicable on matters which affect them as employees. The Group believes that the professional and technical expertise of its managers constitutes a major asset, and investment in developing such skills continues to receive attention.

The Group's skill base has been steadily expanding with the range of training provided for career development within the Group.

Acquisition of own shares

The Company did not purchase any of its own shares during the year.

Gifts and donations

The Group did not contribute any gifts or donation during the year ended 31 May 2025 (2024: N60 million) to PZ Foundation. The Foundation commissioned a number of sustainable projects to the benefit of various communities around the Country. In accordance with Section 43 (2) of the Companies and Allied Matters Act 2020, the Group did not make any donation or gift to any political party, association or for any political purposes in the course of the year.

Docusign Envelope ID: C57414E4-4571-49A0-BCCC-9C546B26BA46

Directors' report (Continued)

PZ CUSSONS NIGERIA PLC

Annual report, consolidated and separate financial statements

31 May 2025

Statement of compliance

We hereby affirm that the Nigerian Code of Corporate Governance ("Code") and the SEC Corporate Governance Guideline ("Guideline") govern the operations of the Group and confirm that to the best of our knowledge, we are in compliance with the Code and the Guideline.

Complaint management policy

The Complaint Management Policy sets out the broad framework for the Company and its Registrars to attend to issues and concerns raised by shareholders and provide the opportunity for shareholders to give feedback to the Company.

The Company is dedicated to ensuring great standard of services to its shareholders by:

Communication policy

The Group has in place a communication policy in accordance with the requirements of the Securities & Exchange Commission.

The Board recognises the need to communicate and disseminate information regarding the operations and management of the Group to all relevant stakeholders (including Shareholders, regulatory authorities, media, analysts and the general public).

Independent Auditors

The firm of PricewaterhouseCoopers served as the Independent Auditor during the year under review. Having indicated their willingness to continue in office as Independent Auditors in accordance with section 401 of the Companies and Allied Matters Act, a resolution will be proposed at the Annual General Meeting to authorise the Directors to fix the remunertion of the Auditors.

Dated 02 September 2025 By order of the Board

Olubukola Olonade-Agaga (FRC/2020/002/0000002128) For Alsec Nominees Limited

Company Secretary FRC/2024/COY/119349

Lagos, Nigeria

Statement of Directors responsibilities

PZ CI/EgON9 NIGBRIA PLC

Annual report, consolidated and reparate/inancio/ statements

The Directors of PZ Cussons Nigeria PLC are responsible for the preparation of the consolidated and separate financial statements that gives a true and fair view of the financial position of the Group and Company as at 31 May 2025, and the results of its operations, cash flows and changes in equity for the year ended, in accordance with international financial reporting standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and the requirements of the Companies and Allied Matters Act of Nigeria, 2020 and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

In preparing these consolidated and separate financial statements, the Directors' are responsible for:

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

maintaining adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company, and which enable them to ensure that the financial statements of the Group and Company comply with IFRS;

taking such steps as are reasonably available to them to safeguard the assets of the Group and Company; and

The Directors have made an assessment of the Group and Company's ability to continue as a going concern and have no reason to believe the Group and Company will not remain a going concern for at least Melve months from the date of approval of these financial statements.

The consolidated and separate financial statements of the Group and Company for the year ended 31 May 2025 were approved by the Directors on 02 September 2025.

Signed on behalf of the Board of Directors by:

DocuSiqned by:

6DF 847EB1924484...

EED5E321 CC8B460...

Mrs. I.M.O Okauru, MFR

Chairman

FRC/2016/ICANf00000014169

Mr. Dimitris Kostianis Mr. Oludare Ebenezer Elusakin

8igned by:

D8254696210346E

Cbief Executive Officer Cbief Fioaacial O£ficer

FRC/2023/PRO/DIR/003/204573 FRC/2024/PRO/ICAN/001/236689

Certification of fiaaacial 9tateazeats

PZ CUggONg NIGBRIA PLC

Annual report, consolidated and separate jfinancia/ statements

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

We state that management and Directors:

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

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

certifies that Company and Group's internal controls are effective as of that date.

We have disclosed:

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

The consolidated and separate financial statements of the Group and Company for the year ended 31 May 2025 were approved by the Directors on 02 September 2025.

Signed on behalf of the Board of Directors by:

Signed by:

DocuSigned by:

D8254696210346E...

fif3FR47F R19244R4

Mrs. I.M.O Okauru,MFR Chairman FRCf2016/ICANf00000014169

Mr. Dimitris Kostianis Mr. Oludare Ebenezer Elusakin

Chief Executive Officer Chief Financial Officer FRC/202S/PRO/DIR/003/204573 FRC/2024/PRO/ICAN/001/236689

Docusign Envelope ID: B90250FB-390C-45BB-9329-809971BFDAC1

Report of the Audit Committee

To: The members of PZ Cussons Nigeria Plc

PZ CUSSONS NIGERIA PLC

Annual report, consolidated and separate financial statements

31 May 2025

In accordance with the provisions of section 404(7) of the Companies and Allied Matters Act, 2020, the Members of the Audit Committee of PZ Cussons Nigeria Plc having carried out our statutory functions under the Act, hereby report that:

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

2. the scope and planning of both the external and internal audit for the year ended 31st May, 2025 are satisfactory. The internal audit programmes reinforce the Group's and Company's internal control system; and

3. having reviewed the Independent Auditor's memorandum of recommendations on accounting procedures and internal controls, we are satisfied with Management responses thereon.

   Finally, we acknowledge the co-operation of Executive Management and staff in the conduct of our duties.

   Members of the Audit Committee

   Mallam Ballama Manu Chairman, Director's Representative FRC/2016/IODN/00000014340 Dr. Suleyman A. Ndanusa Directors' Representative FRC/2014/NBA/00000007180 Chief.I.O. Obarinde(Deceased)* Shareholders' Representative FRC/2021/002/00000024587 Hon. B. Nwabughogu Shareholders' Representative FRC/2021/002/00000024861

   Mr. O. Owoeye Shareholders' Representative FRC/2023/PRO/CIBN/002/879894

   Mr. R. Ibekwe** Shareholders' Representative FRC/2021/002/00000024757

   The Company Secretary served as the Secretary to the Committee.

   *Chief .I.O. Obarinde ceased to be a member on 26 August 2024

   **Mr. R. Ibekwe became a member on 28 November 2024

   Mallam Ballama Manu

   FRC/2016/IODN/00000014340
   
   

   02 September 2025

   PZ Cussons Nigeria Plc Annual Report for the year ended 31 May 2025

   Management's Annual Assessment of and Report on PZ Cussons Nigeria Plc's internal control over financial reporting

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

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

   PZ Cussons Nigeria Plc's management used the Committee of Sponsoring Organization of the Treadway Commission (COSO) Internal Control-Integrated Framework to conduct the required evaluation of the effectiveness of the entity's ICFR;

   PZ Cussons Nigeria Plc's management has assessed that the entity's ICFR as of the end of 31 May 2025 is effective and has not identified any material control weaknesses.

   PZ Cussons Nigeria Plc's external auditor PricewaterhouseCoopers has audited the financial statements included in the Annual Report and has issued an attestation report on management's assessment of the entity's internal control over financial reporting.

   The attestation report of PricewaterhouseCoopers will be filed as part of PZ Cussons Nigeria Plc's Annual Report.

   
   
   
   
   
   

   Mrs. I.M.O Okauru,MFR Mr. Dimitris Kostianis

   Chairman Chief Executive Officer

   FRC/2016/ICAN/ 00000014169 FRC/2013/PRO/DIR/003/204573

   Date: 02 September 2025 Date: 02 September 2025

   To comply with the provisions of Section 1.1 of SEC Guidance on Implementation of Sections 60-63 of Investments and Securities Act 2007, I hereby make the following statements regarding the Internal Controls of PZ Cussons Nigeria Plc for the year ended 31 May 2025.

   I, Dimitris Kostianis, certify that:

   1. I have reviewed this management assessment on internal control over financial reporting of PZ Cussons Nigeria Plc;

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

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

   4. The entity's other certifying officer and I:

      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 entity, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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

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

   5. The entity's other certifying officer and I have disclosed, based on our most recent evaluation of the internal control system, to the entity's Auditors and the Audit Committee of the entity's Board of Directors

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

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

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

   
   
   

   Mr. Dimitris Kostianis Designation: Chief Executive Officer

   To comply with the provisions of Section 1.1 of SEC Guidance on Implementation of Sections 60-63 of Investments and Securities Act 2007, I hereby make the following statements regarding the Internal Controls of PZ Cussons Nigeria Plc for the year ended 31 May 2025.

   I, Oludare Ebenezer Elusakin certify that:

   1. I have reviewed this management assessment on internal control over financial reporting of PZ Cussons Nigeria Plc;

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

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

   4. The entity's other certifying officer and I:

      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 entity, and its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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

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

   5. The entity's other certifying officer and I have disclosed, based on our most recent evaluation of the internal control system, to the entity's Auditors and the Audit Committee of the entity's Board of Directors

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

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

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

   
   
   

   Mr. Oludare Ebenezer Elusakin Designation: Chief Financial Officer

   Independent practitioner's report

   To the Members of PZ Cussons Nigeria Plc

   Report on an assurance engagement performed by an independent practitioner

   to report on management's assessment of controls over financial reporting

   Our opinion

   In our opinion, nothing has come to our attention that the internal control procedures over financial reporting put in place by management of PZ Cussons Nigeria Plc ("the company") and its subsidiary (together "the

   group") are not adequate as of 31 May 2025, based on the SEC Guidance on Implementation of Section 60 - 63 of The Investments and Securities Act 2007 issued by The Securities and Exchange Commission.

   What we have performed

   We have performed an assurance engagement on PZ Cussons Nigeria Plc's internal control over financial reporting as of 31 May 2025, based on FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting ("the Guidance") issued by the Financial Reporting Council of Nigeria. The group's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management annual assessment of, and report on PZ Cussons Nigeria Plc's internal control over financial reporting. Our responsibility is to express an opinion on the group's internal control over financial reporting based on our assurance engagement.

   Basis for opinion

   We conducted our assurance engagement in accordance with the Guidance, which requires that we plan and perform the assurance engagement and provide a limited assurance report on the group'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.

   Definition and Limitations of Internal Control over Financial Reporting

   A group'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 group'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 dispositions of the assets of the group; (ii) 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 group are being made only in accordance with authorizations of management and directors of the group; and (iii) provide

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   reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the group'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.

   Other matter

   We also have audited, in accordance with the International Standards on Auditing, the consolidated and separate financial statements of PZ Cussons Nigeria Plc and our report dated 04 September 2025 expressed as unqualified opinion.

   For: PricewaterhouseCoopers 04 September 2025

   Chartered Accountants Lagos, Nigeria FRC/2023/COY/176894

   Engagement Partner: Osere Alakhume FRC/2013/PRO/ICAN/004/00000000647

   Independent auditor's report

   To the Members of PZ Cussons Nigeria Plc

   Report on the audit of the consolidated and separate financial statements Our opinion

   In our opinion, the consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of PZ Cussons Nigeria Plc ("the company") and its subsidiary (together "the

   group") as at 31 May 2025, and of their consolidated and separate financial performance and their consolidated and separate cash flows for the year then ended in accordance with international financial reporting standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") and the requirements of the Companies and Allied Matters Act and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

   What we have audited

   PZ Cussons Nigeria Plc's consolidated, and separate financial statements comprise:

   • the consolidated and separate statements of financial position as at 31 May 2025;

   • the consolidated and separate statements of profit or loss and other comprehensive income for the year then ended;

   • the consolidated and separate statements of changes in equity for the year then ended;

   • the consolidated and separate statements of cash flows for the year then ended; and

   • the notes to the consolidated and separate financial statements, which include a summary of material accounting policies.

     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 consolidated and separate financial statements section of our report.

     We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

     Independence

     We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards), i.e. the IESBA Code issued by the International Ethics Standards Board for Accountants. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code.

     Key audit matters

     Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to communicate in our report.

     Other information

     The directors are responsible for the other information. The other information comprises the Corporate information, Financial highlights, Directors' report, Statement of Directors' responsibilities, Certification of financial statements, Report of the Audit Committee, Management annual assessment of, and report on PZ Cussons Nigeria Plc internal control over financial reporting, Certification of management's assessment on internal control over financial reporting, Statement of value added and Five year financial summary (but does not include the consolidated and separate financial statements and our auditor's report thereon), which we

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     obtained prior to the date of this auditor's report, and the other sections of the PZ Cussons Nigeria Plc 2025 Annual Report, which are expected to be made available to us after that date.

     Our opinion on the consolidated and separate financial statements does not cover the other information and we do not and will not express an audit opinion or any form of assurance conclusion thereon.

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

     If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, 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.

     When we read the other sections of the PZ Cussons Nigeria Plc 2025 Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

     Responsibilities of the directors and those charged with governance for the consolidated and separate financial statements

     The directors are responsible for the preparation of the consolidated and separate financial statements that give a true and fair view in accordance with IFRS Accounting Standards and the requirements of the Companies and Allied Matters Act, the Financial Reporting Council of Nigeria (Amendment) Act, 2023, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

     In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group'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 Group or to cease operations, or have no realistic alternative but to do so.

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

     Auditor's responsibilities for the audit of the consolidated and separate financial statements

     Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs 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 consolidated and separate financial statements.

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

   • Identify and assess the risks of material misstatement of the consolidated and separate 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.

   • 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 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 Group's ability to continue as a going concern. If we conclude that a material

     uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated and separate 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 our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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

   • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated and separate financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

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

   We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

   From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated and separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

   Report on other legal and regulatory requirements

   The Companies and Allied Matters Act 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 purposes of our audit;

   2. the company has kept proper books of account, so far as appears from our examination of those books and returns adequate for our audit have been received from locations not visited by us;

   3. the company's statement of financial position and statement of comprehensive income are in agreement with the books of account and returns.

In accordance with the requirements of the Financial Reporting Council, we performed a limited assurance engagement and reported on management's assessment of PZ Cussons Nigeria Plc's internal control over financial reporting as of 31 May 2025. The work performed was done in accordance with FRC Guidance on Assurance Engagement Report on Internal Control Over Financial Reporting issued by the Financial Reporting Council of Nigeria, and we have issued an unqualified opinion in our report dated 04 September 2025.

For: PricewaterhouseCoopers 04 September 2025

Chartered Accountants Lagos, Nigeria

Engagement Partner: Osere Alakhume FRC/2013/PRO/ICAN/004/00000000647

Docusign Envelope ID: C281AB01-BBC5-45B6-BD97-9B1994695E64

Consolidated and separate statements of financial position

Group

P2 CUGSONG NIGERIA PLC

Company

Signed by:

EED5E321 CC 88460...

These financial statements and other national disclosures on pages 22 to 83 were approved by the board of directors on 02 September 2025 and signed on its behalf by the directors listed below:

DocuSigned by:

6DFB47EB19244B4...

Signed by:

••••

Mrs. Ifueko JYL Oniogui Okauru Chairman FRC/2016/ICAN/00000014169

*Please refer to Note 41 for details on restatement.

Mr Dimitris Kostianis Chief Executive Officer

FRC/2013/PRO/DIR/003/204573

.. ........... D8254696210346E...,.............

Mr. Oludare Ebenezer Elusakin Chief Financial Officer FRC/2024/PRO/ICAN/001/236689

The accompanying notes onpages 27 to 79form an integral part af thesefinancial statements.

Consolidated and separate statements of profit or loss and other comprehensive income

For the year ended 31 May 2025

Group Company

*Please refer to Note 41 for details on restatement.

The accompanying notes on pages 27 to 79 form an integral part of these financial statements.

Consolidated statement of changes in equity

For the year ended 31 May 2025

Group Attributable to owners

*Please refer to Note 41 for details on restatement.

The accompanying notes on pages 27 to 79 form an integral part of these financial statements.

Separate statement of changes in equity

For the year ended 31 May 2025

Company

Attributable to owners

The accompanying notes on pages 27 to 79 form an integral part of these financial statements.

*Please refer to Note 41 for details on restatement.

Consolidated and separate statements of cash flows

For the year ended 31 May

Annual report, consolidated and separate financial statements

31 May 2025

Group Company

The accompanying notes on pages 27 to 79 form an integral part of these financial statements.

*Please refer to Note 41 for details on restatement.

1. General information

   PZ Cussons Nigeria Plc is a Company incorporated in Nigeria on 4 December 1948 under the name of P.B. Nicholas and Company Limited. The name was changed to Alagbon Industries Limited in 1953 and to Associated Industries Limited in 1960. The Company became a public Company in 1972 and was granted a listing on the Nigerian Stock Exchange. The name was changed to Paterson Zochonis Industries Limited on 24 November 1976 and in compliance with the Companies and Allied Matters Act 2020 as amended, it changed its name to Paterson Zochonis Industries Plc on 22 November 1990. On 21 September, 2006, the Company adopted its present name of PZ Cussons Nigeria Plc.

   The principal activities of the Company are the manufacture, distribution and sale of a wide range of consumer products and home appliances through owned depots. These products are leading brand names throughout the country in detergent, soap, cosmetics, refrigerators, freezers and air-conditioners. The Company also facilitates the distribution of products of Harefield Industrial Nigeria Limited.

   The address of the registered office is 45/47 Town Planning Way, Ilupeju, Lagos.

   These consolidated and separate financial statements are presented in Nigerian Naira which is the functional currency of the primary economic environment in which the Group operates. The financial statements have been rounded to the nearest thousands.

   These consolidated and separate financial statements comprises that of the group and the stand alone financial statements of the parent Company.

2. Summary of material accounting policies of the Group and Company

   1. Statement of compliance

      The Group and Company's financial statements for the year ended 31 May 2025 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards) and the requirements of the Companies and Allied Matters Act (CAMA) 2020 of Nigeria as amended and the Financial Reporting Council of Nigeria (Amendment) Act, 2023.

   2. Basis of preparation and measurement

      The preparation of consolidated and separate financial statements in conformity with generally accepted accounting principles under IFRS requires the Directors to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the Directors' best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Disclosed in Note 2.25 are areas where significant judgements and estimates has been applied in the preparation of these financial statements.

      The consolidated and separate financial statements have been prepared on the historical cost basis, except for financial assets and liabilities which are measured at amortised cost and inventories which are measured at the lower of cost and net realisable value at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

      Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability that market participants would take into account when pricing the asset or liability at the measurement date.

      Fair value for measurement and/or disclosure purposes in the consolidated and separate financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36.

      1. Going concern

         The consolidated and separate financial statements have been prepared on a going concern basis. Nothing has come to the attention of the Directors that cast doubt about the ability of the Group to continue as a going concern. See Note 40 for further details.

      2. Application of new and revised International Financial Reporting Standards New and amended standards adopted by the Group and Company

         The Group has applied the following standards and amendments for the first time for the annual reporting year

         commencing 1 June 2024:

         Amendments to IAS 1 - Classification of Liabilities as Current or Non-current and Non current liabilities with covenants
         
         
         Amendments to IFRS 16 - Lease liability in sale and leaseback
         
         
         Amendments to IAS 7 and IFRS 7- Supplier finance arrangements
         
         

         1. Amendments to IAS 1 - Classification of Liabilities as Current or Non-current and Non current liabilities with covenants (Effective 1 January 2024)

            Amendments made to IAS 1 Presentation of Financial Statements in 2020 and 2022 clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the entity's expectations or events after the reporting date (for example, the receipt of a waiver or a breach of covenant that an entity is required to comply with only after the reporting period). Covenants of loan arrangements will not affect classification of a liability as current or non-current at the reporting date if the entity must only comply with the covenants after the reporting date. However, if the entity must comply with a covenant either on or before the reporting date, this needs to be considered in the classification as current or non-current even if the covenant is only tested for compliance after the reporting date.

            This amendments require disclosures if an entity classifies a liability as non current and that liability is subject to covenants with which the entity must comply within 12 months of the reporting date. The disclosures include:

            • the carrying amount of the liability;

            • information about the covenants (including the nature of the covenants and when the entity is required to comply with them); and

            • facts and circumstances, if any, that indicate that the entity might have difficulty complying with the covenants.

              The amendments must be applied retrospectively in accordance with the requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.

              Special transitional rules apply if an entity had early adopted the 2020 amendments regarding the classification of liabilities as current or non-current

              The new standard had no impact on the Group's consolidated financial statements.

         2. Amendments to IFRS 16 - Lease liability in sale and leaseback (Effective 1 January 2024)

            In September 2022, the IASB finalised narrow-scope amendments to the requirements for sale and leaseback transactions in IFRS 16 Leases which explain how an entity accounts for a sale and leaseback after the date of the transaction.

            To support this amendment, the IASB also amended IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on how to apply the concept of materiality to accounting policy disclosures.

            The amendments specify that, in measuring the lease liability subsequent to the sale and leaseback, the seller-lessee determines 'lease payments' and 'revised lease payments' in a way that does not result in the seller-lessee recognising any amount of the gain or loss that relates to the right of use that it retains. This could particularly impact sale and leaseback transactions where the lease payments include variable payments that do not depend on an index or a rate.

            The new standard had no impact on the Group's consolidated financial statements.

         3. Amendments to IAS 7 and IFRS 7 - Supplier finance arrangements (Effective 1 January 2024)

            On 25 May 2023, the IASB issued amendments to IAS 7 and IFRS 7 to require specific disclosures about

            supplier finance arrangements (SFAs). The amendments respond to the investors' need for more information about SFAs to be able to assess how these arrangements affect an entity's liabilities, cash flows and liquidity risk.

            The objective of the new disclosures is to provide information about SFAs that enables investors to assess the effects on an entity's liabilities, cash flows and the exposure to liquidity risk. The new disclosures include information about the following

            The terms and conditions of SFAs.

            1. The carrying amounts of financial liabilities that are part of SFAs and the line items in which those liabilities are presented.

            2. The carrying amount of the financial liabilities for which suppliers have already received payment from the finance providers.

            3. The range of payment due dates for both the financial liabilities that are part of SFAs, and comparable trade payables that are not part of such arrangements.

            4. Non-cash changes in the carrying amounts of financial liabilities.

            5. Access to SFA facilities and concentration of liquidity risk with finance providers.

            The IASB has provided transitional relief by not requiring comparative information in the first year, and also not requiring disclosure of specified opening balances. Further, the required disclosures are only applicable for annual periods during the first year of application. Therefore, the earliest that the new disclosures will have to be provided is in annual financial reports for December 2024 year-ends, unless an entity has a financial year of less than 12 months.

            The new standard had no impact on the Group's consolidated financial statements.

      3. New accounting standards issued but not yet effective.

         At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRS Standards that have been issued but are not yet effective.

         1. Amendments to IAS 21 - Lack of Exchangeability (effective 1 Januuary 2025)

            In August 2023, the IASB amended IAS 21 to add requirements to help entities to determine whether a currency is exchangeable into another currency, and the spot exchange rate to use when it is not. Prior to these amendments, IAS 21 set out the exchange rate to use when exchangeability is temporarily lacking, but not what to do when lack of exchangeability is not temporary.

            These new requirements will apply for annual reporting periods beginning on or after 1 January 2025. Early application is permitted (subject to any endorsement process). Refer to Filling the gap in currency accounting: new IFRS requirements for lack of exchangeability for further details.

            The new standard is not expected to have material impact on the Group's consolidated financial statements.

         2. Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 (effective 1 January 2026)

On 30 May 2024, the IASB issued targeted amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. These amendments:

1. clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;

2. clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;

3. add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and

4. update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).

The amendments in (b) are most relevant to financial institutions, but the amendments in (a), (c) and (d) are relevant to all entities.

The amendments to IFRS 9 and IFRS 7 will be effective for annual reporting periods beginning on or after 1 January 2026, with early application permitted subject to any endorsement process.

The new standard is not expected to have material impact on the Group's consolidated financial statements.