Uac Of Nigeria PlcNSENG: UACN

Quarter 1 - financial statement for 2026

Apr 28, 2026 at 2:29 PM UTC · Issued by UAC of Nigeria PLC

UAC of Nigeria PLC

Unaudited Condensed Consolidated Financial Statements for the period

ended 31 March 2026

UAC of Nigeria PLC

Unaudited condensed consolidated financial statements

for the period ended 31 March 2026

Content Page

Investor relations statement

Unaudited financial statements

Condensed consolidated statement of profit or loss and other comprehensive income

Condensed consolidated statement of financial position

Condensed consolidated statement of changes in equity

Condensed consolidated statement of cash flows

Notes to the condensed consolidated financial statements

UAC of Nigeria PLC Statement on Investor Relations

UAC of Nigeria PLC has a dedicated investors' portal on its corporate website which can be accessed via this link: https://www.uacnplc.com. The Company's Group Finance Director can also be reached through electronic mail at: investorrelations@uacnplc.com; or telephone on: +234 906 269 2908 for any investment related enquiry.

UAC of Nigeria PLC

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

for the period ended 31 March 2026

3 months to

March 2026

3 months to

March 2025

N'000

Notes

Revenue	4	191,223,806	56,003,325
Cost of sales	7	(136,409,399)	(41,747,370)

Gross profit		54,814,407	14,255,955
Other operating income	5	527,892	748,632
Impairment loss on financial assets	6	(83,443)	(57,761)
Selling and distribution expenses	7	(15,554,396)	(3,381,062)
Administrative expenses	7	(11,309,871)	(4,736,966)
Operating profit		28,394,589	6,828,798
Finance income	8	8,322,111	1,203,838
Finance cost	8	(14,809,576)	(3,291,315)
Net finance cost		(6,487,465)	(2,087,477)

Share of profit from associates using the equity method	15	681,333	300,997
Profit before tax		22,588,457	5,042,318

Income tax expense	9a	(8,944,901)	(1,725,836)
Profit for the period		13,643,556	3,316,482

Other comprehensive income / (loss):
Items not to be subsequently recycled to profit or loss
Net changes in fair value of financial assets	14	546,000	51,375
Share of other comprehensive income / (loss) of associates using the equity method	15	(27,496)	28,153
Other comprehensive income for the period net of tax		518,504	79,528

Total comprehensive income for the period net of tax 14,162,060

3,396,010

Profit attributable to:

Equity holders of the parent 13,139,068 3,094,922

Non controlling interests 504,488 221,560

Profit for the period 13,643,556 3,316,482

Total comprehensive income attributable to:

Equity holders of the parent 13,657,572 3,174,450

Non controlling interests 504,488 221,560

Total comprehensive income for the period net of tax 14,162,060 3,396,010

Earnings per share attributable to owners of the parent during the period (expressed in Kobo per share):

Basic earnings per share
From profit for the period	10	449	106
Diluted earnings per share
From profit for the period	10	449	106

UAC of Nigeria PLC

Condensed Consolidated Statement of Financial Position

As at 31 March 2026

March 2026 December 2025

Notes N' 000 N' 000

Assets
Non-current assets
Property, plant and equipment	11	112,846,722	114,814,024
Intangible assets and goodwill	12	165,903,838	168,386,164
Investment properties	13	1,116,610	1,116,610
Equity instrument at fair value through other comprehensive income	14	1,781,669	1,235,669
Investments in associates	15	14,564,766	13,910,930
Right of use assets	18a	4,890,908	4,640,179
Trade and other receivables	20	920,079	927,926
Employee benefits	29	885,315	806,227
Finance lease receivable	20.1	10,372	10,372
Total non-current assets		302,920,279	305,848,101

Current assets
Right of return assets	17	23,501	23,501
Inventories	19	189,546,720	214,532,630
Trade and other receivables	20	27,483,873	25,672,349
Cash and cash equivalents	21	77,562,352	50,910,619
Total current assets		294,616,446	291,139,099

Non-current assets held for sale 32 70,897 70,897

Total assets 597,607,622 597,058,097

Equity and Liabilities
Ordinary share capital	30(a)	1,463,065	1,463,065
Share premium	30(b)	14,647,616	14,647,616
Fair value reserve	30(c)	1,492,370	973,866
Other reserve	30(d)	91,923	91,923
Equity settled share based payment reserve	30(e)	540,587	522,947
Investment in scheme shares	30(f)	(3,477,066)	(3,477,066)
Retained earnings		66,517,205	53,378,137
Equity attributable to equity holders of the Parent		81,275,700	67,600,488
Non controlling interests		2,674,570	2,170,082
Total equity		83,950,270	69,770,570

Liabilities
Non-current liabilities
Lease liability	18b	1,244,782	1,145,221
Borrowings	22	157,456,446	159,584,296
Government grant	25	213,001	213,001
Deferred tax liabilities	23	68,433,421	68,540,950
Employee benefits	29	3,494,698	3,147,214
Provisions	28	60,665	60,665
Total non-current liabilities		230,903,013	232,691,347

Current liabilities
Current income tax liabilities	9	30,089,581	21,148,246
Refund liabilities	17	34,796	25,356
Lease liability	18b	1,218,821	1,030,094
Borrowings	22	186,806,988	185,230,596
Trade and other payables	24	53,986,152	77,864,347
Contract liabilities	26	7,588,025	6,222,464
Dividend payable	27	2,603,902	2,603,902
Government grant	25	99,272	144,373
Provisions	28	326,802	326,802
Total current liabilities		282,754,339	294,596,180

Total liabilities 513,657,352

527,287,527

Total equity and liabilities 597,607,622

597,058,097

The financial statements and the accompanying notes were approved and authorised for issue by the board of directors on 28 April 2026 and were signed on its behalf by:

Mr. Khalifa Biobaku

Chairman FRC/2025/PRO/DIR/003/685903

Mr. Folasope Aiyesimoju

Group Managing Director FRC/2019/PRO/DIR/003/00000019806

Mrs. Funke Ijaiya-Oladipo Group Finance Director FRC/2021/001/00000022822

UAC of Nigeria PLC

Condensed Consolidated Statement of Changes in Equity

for the period ended 31 March 2026

	Attributable to owners of the Company
	Share	Share	Fair value	Other	Investment in scheme shares	Equity Settled Share based Payment	Retained		Non controlling	Total
	Capital	Premium	Reserve	Reserve	Investment in scheme shares	Reserve	Earnings	Total	Interests	Total
	N'000	N'000	N'000	N'000	N'000	N'000	N'000	N'000	N'000	N'000
Total equity at 1 January 2026	1,463,065	14,647,616	973,866	91,923	(3,477,066)	522,947	53,378,137	67,600,488	2,170,082	69,770,570
Profit for the year	-	-	-	-	-	-	13,139,068	13,139,068	504,488	13,643,556
Other comprehensive income	-	-	518,504	-	-	-	-	518,504	-	518,504
Net changes in equity settled share-based payment	-	-	-	-	-	17,640	-	17,640	-	17,640
At 31 March 2026	1,463,065	14,647,616	1,492,370	91,923	(3,477,066)	540,587	66,517,205	81,275,700	2,674,570	83,950,270
Total equity at 1 January 2025	1,463,065	14,647,616	423,639	91,923	(1,257,412)	521,879	46,846,335	62,737,045	3,672,957	66,410,002
Profit for the year	-	-	-	-	-	-	3,094,922	3,094,922	221,560	3,316,482
Other comprehensive income	-	-	79,528	-	-	-	-	79,528	-	79,528
Net changes in equity settled share-based payment	-	-		-	-	34,809		34,809	-	34,809
At 31 March 2025	1,463,065	14,647,616	503,167	91,923	(1,257,412)	556,688	49,941,257	65,946,304	3,894,517	69,840,821

The Group
March 2026			March 2025
	Notes	N' 000	N'000
Cash flows from operating activities Cash generated from operations	31	35,658,085	(629,873)
Corporate tax paid	9	-	-
Net cash flows generated from/(used in) operating activities		35,658,085	(629,873)

Cash flows from investing activities
Purchase of property, plant and equipment	11	(1,022,590)	(1,236,186)
Purchase of intangible assets	12	(78,622)	(14,849)
Proceeds from sale of property, plant and equipment		16,700	335,412
Proceeds from disposal of non-current asset held for sale		-	753,572
Lease prepayment	18a	(830,842)	-
Interest received		1,566,058	1,157,977
Investment in equity instruments measured at fair value through other comprehensive income	14	-	(50,656)
Net cash flows (used in)/generated from investing activities		(349,296)	945,270

Cash flows from financing activities
Repayment of lease liability	18b	(227,861)	(268,837)
Proceeds from borrowings	22	57,732,248	29,250,376
Repayment of borrowings	22	(59,909,433)	(25,084,116)
Interest paid on loans	22	(11,467,018)	(2,369,976)
Unclaimed dividend (refunded to) / returned by registrar	27	-	(27,917)
Net cash flows (used in)/ generated from financing activities		(13,872,064)	1,499,530

Cash & cash equivalents at the beginning of the period		50,910,779	40,600,511
Effect of exchange rate changes on cash and cash equivalents		5,215,554	(113,532)
Net increase in cash & cash equivalents		21,436,725	1,814,927
Cash & cash equivalents at the end of the period	21i	77,563,058	42,301,906

UAC of Nigeria PLC

Condensed Consolidated Statement of Cash Flows

for the period ended 31 March 2026

UAC of Nigeria Plc

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

1. General information

UAC of Nigeria PLC (the "Company") is a company incorporated and domiciled in Nigeria. The Company is a public limited company listed on The Nigerian Exchange Limited and its registered office is at 1-5 Odunlami Street, Marina, Lagos.

UAC of Nigeria PLC and its subsidiaries (together "the Group") is a diversified business with activities in the following principal sectors: Animal Feeds and Other Edibles, Paints, Packaged Food and Beverages, and Quick Service Restaurants.

Summary of Material Accounting Policies

2.1 Basis of Preparation

This condensed consolidated financial statement has been prepared in accordance with IAS 34 Interim Financial Reporting. The financial statements have been prepared on a historical cost basis except for investment property measured at fair value; financial instruments measured at fair value through other comprehensive income; Inventories measured at the lower of cost and net realisable value; Long term employee benefits measured at present value of the obligation and Equity settled share based payment expenses measured at fair value at the grant date.

2.2 Accounting Policies

The accounting policies adopted are consistent with those for the year ended 31 December 2025.

2.3 Estimates

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2025.

2.4 Financial Risk Management

The Group's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

This condensed consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group's annual financial statements as at 31 December 2025. There have been no changes in the risk management structure since year end or in any risk management policy.

2.5 Securities Trading Policy

In compliance with Rule 17.15 Disclosure of Dealings in Issuers' Shares, Rulebook of the Exchange 2015 (Issuers Rule), UAC of Nigeria PLC maintains an effective Security Trading Policy which guides Directors, Audit Committee members, employees and all individuals categorized as insiders as to their dealing in the Company's shares. The Policy is regularly reviewed and updated by the Board. The Company has made specific inquiries of all the directors and other insiders and is not aware of any infringement of the

policy during the period.

2.6 Management Assessment of Internal Control

The management of UAC of Nigeria PLC and its subsidiary companies are responsible for establishing and maintaining adequate internal control over financial reporting. The Group's internal control system was designed to provide reasonable assurance to the Board of Directors regarding the preparation and fair representation of published financial statements. The Group's internal controls were assessed within the reporting period and were deemed to be effective as of 31 December 2025. Management is not aware of any material changes during the period ended 31 March 2026.

2.7 New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of the condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2025, except for the adoption of new standards effective as of 1 January 2026. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2026, but do not have an

impact on the condensed consolidated financial statements of the Group.

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

Segment Analysis

The Group

The chief operating decision-maker has been identified as the Executive Committee (EXCO), made up of the management of the Company. The EXCO reviews the Group's internal reporting in order to assess performance and

allocate resources.

Management has determined the operating segments based on these reports.

The Group has identified the following as segments:

Edibles & Feed- Made up of business units involved in the manufacturing and sale of livestock feeds and edible oil.

Paints - Made up of a business unit involved in the manufacturing and sale of decorative and protective paints.

Packaged Food & Beverages - Made up of business units involved in the manufacturing and sale of bottled water, snacks, ice-cream, packaged juice and packaged dairy products.

QSR (Quick Service Restaurants) - Made up of a business unit involved in the making and sale of snacks and meals.

Others - This is a non-reportable segment made up of the corporate head office.

The following measures are reviewed by Exco; with Profit Before Tax taken as the segment profit.

- Revenue from third parties

- Operating profit

- Profit / (loss) before tax

- Property, plant and equipment

- Net assets / (liabilities)

Edibles & Feed	Paints	Packaged Food & Beverages	QSR	Others	Total
March 2026 N' 000	N' 000	N' 000	N' 000	N' 000	N' 000
Revenue from contracts with customers 17,952,241 11,591,675 161,093,374 576,440 1,848,640 193,062,370 Rental income - - - - 33,517 33,517 Total Revenue 17,952,241 11,591,675 161,093,374 576,440 1,882,157 193,095,887 Intergroup revenue - - (19,109) - (1,852,972) (1,872,081)
Revenue from third parties 17,952,241 11,591,675 161,074,265 576,440 29,185 191,223,806
Operating profit / (loss) 968,728 2,075,722 25,592,545 (143,016) (99,391) 28,394,589 (Loss) / Profit before tax 216,311 2,346,014 21,456,382 (316,523) (1,113,727) 22,588,457 Property, plant and equipment 12,342,264 3,995,287 94,758,889 661,131 1,089,150 112,846,722 Net asset / (liability) 4,880,572 15,826,819 (80,135,772) (5,651,225) 149,029,877 83,950,270

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

Edibles & Feed	Paints	Packaged Food & Beverages	QSR	Others	Total
March 2025 N' 000	N' 000	N' 000	N' 000	N' 000	N' 000
Revenue from contracts with customers 26,148,282 10,088,744 19,289,411 611,435 511,721 56,649,593 Rental income - - - - 72,290 72,290 Total Revenue 26,148,282 10,088,744 19,289,411 611,435 584,011 56,721,883 Intergroup revenue (115,712) - (86,352) - (516,494) (718,558)
Revenue from third parties 26,032,570 10,088,744 19,203,059 611,435 67,517 56,003,325
Operating profit/(loss) 2,225,785 1,515,323 3,361,903 (241,297) (32,916) 6,828,798 Profit/(Loss) before tax (203,523) 1,712,219 3,449,590 (389,930) 473,963 5,042,318 Property, plant and equipment 12,774,671 3,627,251 9,891,498 847,337 976,361 28,117,117 Net assets/(liability) 12,526,589 11,783,667 16,414,383 (3,934,669) 33,050,850 69,840,820

March 2026	March 2025
N'000	N'000

Revenue

Analysis of revenue by category:

Revenue from contracts with customers

Rental income

191,194,621	55,935,808
29,185	67,517
191,223,806	56,003,325

March 2026	March 2025
N'000	N'000

Analysis of revenue by geographical location:

Nigeria

Outside Nigeria

190,669,617	56,003,325
554,189	-
191,223,806	56,003,325

Concentration risk

The Group is not exposed to any concentration risk, as there is no single customer with a contribution to total revenue of more than 10%.

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

Disaggregated Revenue
Group
For the period ended 31 March 2026
Segments	Edibles & Feed	Paints	Packaged Food & Beverages	QSR	Others	Total
	N'000	N'000	N'000	N'000	N'000	N'000
Revenue from contracts with customers
Sale of goods	17,952,241	11,591,675	161,074,265	576,440	-	191,194,621
Rendering of service	-	-	-	-	29,185	29,185
	-------------	-------------	-------------	-------------	-------------	-------------
Total	17,952,241	11,591,675	161,074,265	576,440	29,185	191,223,806
	=======	=======	=======	=======	=======	=======

Geographical Markets
Nigeria	17,952,241	11,591,675	160,520,076	576,440	29,185	190,669,617
Outside Nigeria	-	-	554,189	-	-	554,189
	-------------	-------------	-------------	-------------	-------------	-------------
Total	17,952,241	11,591,675	161,074,265	576,440	29,185	191,223,806
	=======	=======	=======	=======	=======	=======

Timing of revenue
Goods transferred at a point in time	17,952,241	11,591,675	161,074,265	576,440	-	191,194,621
Services transferred over time	-	-	-	-	29,185	29,185
	-------------	-------------	-------------	-------------	-------------	-------------
	17,952,241	11,591,675	161,074,265	576,440	29,185	191,223,806
	=======	=======	=======	=======	=======	=======

For the period ended 31 March 2025

Segments	Edibles & Feed	Paints	Beverages	QSR	Others	Total
Revenue from contracts with customers	N'000	N'000	N'000	N'000	N'000	N'000
Sale of goods	26,032,570	10,074,288	19,203,059	611,435	-	55,921,352
Rendering of service	-	14,456	-	-	67,517	81,973
Total	26,032,570	10,088,744	19,203,059	611,435	67,517	56,003,325

======= ======= ======= ======= ======= =======

Geographical Markets
Nigeria	26,032,570	10,088,744	19,203,059	611,435	67,517	56,003,325
Outside Nigeria	-	-	-	-	-	-
	-------------	-------------	-------------	-------------	-------------	-------------
Total	26,032,570	10,088,744	19,203,059	611,435	67,517	56,003,325
	=======	=======	=======	=======	=======	=======

Timing of revenue
Goods transferred at a point in time	26,032,570	10,074,288	19,203,059	611,435	-	55,921,352
Services transferred over time	-	14,456	-	-	67,517	81,973
	-------------	-------------	-------------	-------------	-------------	-------------
	26,032,570	10,088,744	19,203,059	611,435	67,517	56,003,325
	=======	=======	=======	=======	=======	=======

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

5 Other operating income

3 months to March 2026		3 months to March 2025
N' 000		N' 000
Profit / (loss) on sale of Property, Plant and Equipment	12,919	(15,232)
Profit on sale of non current asset held for sale (c)	-	448,652
Government grant (Note 25)	45,101	13,585
Bad debt recoveries	600	9,254
Rental income (a)	28,780	28,325
Other income (b)	440,492	264,048
Total other operating income	527,892	748,632

(a) Rental Income

Rental income represents income earned on properties at Chemical and Allied Products PLC and UAC Restaurants Limited.

(b) Other income

3 months to March 2026	3 months to March 2025
N' 000	N' 000
Management fees 86,459	77,135
Sale of scrap, used bags and by products 174,233	134,946
Other trading income 179,800	51,967
440,492	264,048

(c) Profit on sale of non current asset held for sale	3 months to	3 months to
	March 2026	March 2025
	N' 000	N' 000
Profit from sale of investment in UPDC	-	2,364
Profit from sale of property within the Packaged Food & Beverages segment	-	446,288
	-	448,652

6 Impairment loss on Financial assets	3 months to March 2026	3 months to March 2025
N' 000		N' 000
Impairment loss on trade receivables (Note 20)	82,899	57,761
Impairment loss on cash and cash equivalents	544	-
Net impairment loss on financial assets	83,443	57,761

7 (a) Expenses by nature

3 months to March 2026		3 months to March 2025
N' 000		N' 000
Changes in inventories of finished goods and work in progress	122,233,302	37,166,504
Write-down of inventories to net realisable value	21,634	45,865
Personnel and Directors' expenses (c)	9,543,711	4,026,379
Depreciation charge on property, plant and equipment	2,903,908	867,542
Depreciation charge on right-of-use asset	949,140	199,145
Amortisation of intangibles	2,556,463	125,462
Impairment reversal on property, plant and equipment	-	(601)
Royalty fees	361,085	308,048
Rents & rates	101,612	105,371
Electricity & power	4,717,899	1,674,937
Vehicles repairs, maintenance & fueling	569,071	507,489
Other repairs & maintenance	3,304,389	138,334
Auditors' remuneration	88,422	53,324
Information technology charge	1,187,923	663,022
Legal and professional expenses	437,383	204,285
Donations	5,302	-
Subscriptions	280,830	51,792
Insurance	638,458	209,272

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

7(a) Expenses by nature (continued)
	3 months to March 2026	3 months to March 2025
	N' 000	N' 000
Distribution expenses	8,991,166	1,416,773
Marketing, advertising & communication	2,110,645	788,484
Hire of equipment	44,666	39,297
Catering expenses	328,265	189,907
Security	306,715	107,641
Cleaning, laundry & sanitation	107,075	89,628
Levies, licenses & permit	118,694	39,301
Travelling expenses	452,810	320,228
AGM expenses	27,252	25,069
Bank charges	177,740	45,859
Stationery and printing	57,574	11,153
Consumables	121,736	102,688
Uniform and safety kit	-	2,368
Subcontracting services	153,154	66,419
Training and recruitment expenses	7,803	22,594
Project expense	23,851	11,180
Corporate gifts	2,948	14,717
Back duty tax expense	-	105,311
Sundry office expenses (d)	341,040	120,611
	163,273,666	49,865,398
(b) Expenses by Function
Analysed as:
Cost of sales	136,409,399	41,747,370
Selling and distribution expenses	15,554,396	3,381,062
Administrative expenses	11,309,871	4,736,966
	163,273,666	49,865,398
(c) Personnel and directors expenses include:
Wages, salaries and other short term benefits	9,286,886	3,781,733
Long term incentive plan	239,185	209,837
Share based payment expense	17,640	34,809
	9,543,711	4,026,379

(d) Sundry office expenses comprise of the following:
VAT on commercial service fees	132,491	38,395
Other miscellaneous expenses(i)	208,549	82,216
	341,040	120,611
(i) Other miscellaneous expenses
Included in other miscellaneous expense is the cost of Product research, Sampling and testing, Product development and other expenses.

Net finance (cost) / income

3 months to

March 2026

3 months to

March 2025

N' 000

Interest income on short-term bank deposits	1,525,222	1,027,544
Interest income on loans	40,836	61,255
Interest income on bonds	-	115,039
Total interest income	1,566,058	1,203,838
Net exchange gains	6,756,053	-
Finance Income	8,322,111	1,203,838
Interest on loans (Note 22)	(14,633,243)	(3,042,253)
Interest expense on lease liability (Note 18a)	(147,121)	(79,771)
Exchange loss	-	(119,356)
Unwinding of discount on other long term employee benefits	(29,212)	(14,359)
Total interest cost	(14,809,576)	(3,255,739)
Amortisation of premium of bonds	-	(35,576)
Finance cost	(14,809,576)	(3,291,315)

Net finance cost

(6,487,465)

(2,087,477)

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

Current income tax liabilities

March 2026		December 2025
N'000		N'000
Opening balance	21,148,246	8,258,998
Acquired through business combination	-	6,956,238
Income tax expense	9,052,430	11,127,960
Minimum tax	-	810,641
Payment during the year	-	(5,704,254)
Withholding tax credit notes utilised	(111,095)	(228,312)
Back duty taxes	-	(73,025)
30,089,581		21,148,246

3 months to March 2026	3 months to March 2025
N' 000	N' 000
9a. Income tax expense Income tax expense 9,052,430	1,378,073
Deferred tax (credit) / charge (107,529)	347,763
Income tax expense 8,944,901	1,725,836

Earnings Per Share

(a) Basic
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the year.
3 months to March 2026	3 months to March 2025
N' 000	N' 000
Profit attributable to ordinary equity shareholders:

Profit for the period	13,139,068	3,094,922
Profit for the period	13,139,068	3,094,922
Earnings per share attributable to owners of the parent during the year (expressed in kobo per share):
Basic earnings per share
Profit for the period	449	106
Profit for the period	449	106

(b) Diluted

Diluted earnings per share is the same as basic earnings per share because there are no potential ordinary shares during the year.

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

Property, plant and equipment

Cost:

Land

Buildings

Plant and Machinery

Computer Equipment

Motor Vehicles

Office Furniture

Capital Work in

progress

Total

N'000

At 1 January 2026	32,797,644	29,892,317	102,497,306	1,821,480	8,154,920	6,407,463	7,695,443	189,266,570
Additions	-	45,809	285,127	11,391	385,258	100,831	194,174	1,022,590
Disposals	-	(4,809)	(100,396)	-	(16,783)	(3,565)	-	(125,553)
Reclassifications	4,941	382,405	819,657	27,563	95	310,621	(1,545,282)	-
Write-off	-	(5,241)	-	-	-	-	(76,962)	(82,203)
At 31 March 2026	32,802,585	30,310,481	103,501,694	1,860,434	8,523,490	6,815,350	6,267,373	190,081,404

At 1 January 2025	1,392,793	8,672,488	27,265,041	1,554,199	5,426,241	1,633,013	4,592,919	50,536,693
Additions	-	319,903	2,113,541	365,050	1,148,104	397,504	2,779,125	7,123,227
Disposals	-	(148,644)	(108,512)	(27,836)	(374,180)	(67,756)	-	(726,928)
Reclassifications	8,344	249,630	1,521,161	-	-	3,656	(1,782,790)	-
Write-off	-	(27,024)	(93,956)	(69,933)	(8,696)	(64,248)	(37,254)	(301,112)
Acquired from business combination	31,396,507	20,825,964	71,800,031	-	1,963,451	4,505,294	2,143,443	132,634,690
At 31 December 2025	32,797,644	29,892,317	102,497,306	1,821,480	8,154,920	6,407,463	7,695,443	189,266,570

Accumulated depreciation and impairment

At 1 January 2026	-	6,553,379	57,123,383	1,266,332	5,292,617	4,196,835	20,000	74,452,546
Charge for the year	-	228,396	2,055,283	56,239	326,657	237,333	-	2,903,908
Disposals	-	(4,809)	(100,396)	-	(15,104)	(1,463)	-	(121,772)
At 31 March 2026	-	6,776,966	59,078,270	1,322,571	5,604,170	4,432,705	20,000	77,234,682

At 1 January 2025	-	2,531,255	14,509,038	1,160,066	3,042,429	1,175,389	20,000	22,438,177
Charge for the year	-	370,713	3,592,593	202,956	1,018,248	406,529	-	5,591,039
Impairment reversal	-	-	-	-	(601)	-	-	(601)
Disposals	-	(14,682)	(125,192)	(26,843)	(273,799)	(65,776)	-	(506,292)
Write-off	-	(27,024)	(93,920)	(69,847)	(7,829)	(64,215)	-	(262,835)
Acquired from business combination	-	3,693,117	39,240,864	-	1,514,169	2,744,908	-	47,193,058
At 31 December 2025	-	6,553,379	57,123,383	1,266,332	5,292,617	4,196,835	20,000	74,452,546

Net book values:
At 31 March 2026	32,802,585	23,533,515	44,423,424	537,863	2,919,321	2,382,646	6,247,373	112,846,722

At 31 December 2025

32,797,644

23,338,938

45,373,923

555,148

2,862,303

2,210,628

7,675,443

114,814,024

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

12. Intangible assets and goodwill

	Goodwill	Brands, Customer relationships & Trade Marks	Software	Capital Work in progress	Total
Cost	N' 000	N' 000	N' 000	N' 000	N' 000

At 1 January 2026	548,747	166,570,185	4,897,158	83,846	172,099,936
Additions - externally acquired during the year	-	-	78,622	-	78,622
Write-off	-	-	-	(4,485)	(4,485)
At 31 March 2026	548,747	166,570,185	4,975,780	79,361	172,174,074

At 1 January 2025	548,747	1,070,185	3,301,923	4,622	4,925,477
Additions - externally acquired during the year	-	-	148,486	79,224	227,710
Acquired from business combination (a)		165,500,000	1,447,177	-	166,947,177
Disposals	-	-	(428)	-	(428)
At 31 December 2025	548,747	166,570,185	4,897,158	83,846	172,099,936

Accumulated amortisation

At 1 January 2026	-	288,439	3,425,334	-	3,713,772
Amortisation for the year	-	2,332,917	223,546	-	2,556,463
At 31 March 2026	-	2,621,356	3,648,880	-	6,270,235

At 1 January 2025	-	288,439	1,916,437	-	2,204,875
Amortisation for the year	-	-	593,971	-	593,971
Acquired from business combination	-	-	915,311	-	915,311
Disposals	-	-	(385)	-	(385)
At 31 December 2025	-	288,439	3,425,334	-	3,713,772

Net book values
At 31 March 2026	548,747	163,948,830	1,326,901	79,361	165,903,838

At 31 December 2025

548,747

166,281,747

1,471,825

83,846

168,386,164

a. Acquired from Business Combination (Customer relatIonship and Brand)
The following intangible assets were identified for the allocation of the purchase price paid for the acquisition of C.H.I. Limited.
	N'000
1. Brands	102,100,000
2. Customer relationship	63,400,000
	165,500,000
These assets were identified and separately recognised as they meet the separability and contractual-legal criteria under IFRS 3. The valuation of brands was performed using the relief-from-royalty method, while customer relationships were valued using the multi-period excess earnings method. Key assumptions applied include forecast revenues, royalty rates, attrition rates, and discount rates. Customer relationships are amortised over their estimated useful lives of 15 years, reflecting expected customer retention patterns. Brands are assessed as having finite useful lives of 20years and are accounted for accordingly. Management reviews the useful lives and residual values of these assets annually and assesses them for indicators of impairment in accordance with IAS 36 - Impairment of Assets.

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

Leasehold land

& building

Total

N' 000

13 . Investment properties

Fair value

At 1 January 2026	1,116,610	1,116,610
At 31 March 2026	1,116,610	1,116,610

At 1 January 2025	1,117,635	1,117,635
Disposals	(245,719)	(245,719)
Net gain from fair value adjustments on investment property	244,694	244,694
At 31 December 2025	1,116,610	1,116,610

The Group's investment properties were last valued in December 2025 by Diya Fatimilehin & Co. (FRC/2023/COY/098756), an independent professionally qualified valuation company with over four decades of experience in valuation of the categories of the investment properties valued. The valuation report for 2025 was signed by the firm's managing partner, Fatimilehin Adegboyega (FRC/2013/NIESV/00000000754).

14. Equity instrument at fair value through other comprehensive income
The details and carrying amount of Equity instrument at fair value through other comprehensive income are as follows:
March 2026		December 2025
	N' 000	N' 000
Opening balance	1,235,669	1,072,706
Additions	-	50,656
Fair value gain (a)	546,000	112,307
Closing balance	1,781,669	1,235,669

Equity instruments designated at fair value through other comprehensive income represent UACN's investment in the following entities:

Fair value as at 31 March 2026	Fair value as at 31 December 2025	Dividend Income Recognised in 2026	Dividend Income Recognised in 2025
N'000	N'000	N'000	N'000
Investment in Central Securities Clearing System (CSCS) PLC 983,500	437,500	-	22,000
Ventures Platform IV GP Limited 798,169	798,169	-	-
1,781,669	1,235,669	-	22,000

(a) Fair value gain

The fair value gain in the current period represents a fair value gain on the Company's investment in CSCS PLC. The fair value was determined using level 1 inputs in accordance with IFRS 13, and the fair value measurement was derived from quoted prices on National Association of Security Dealers (NASD Plc).

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

15. Investment in associates

Set out below are the associates of the Group as at the reporting date. The associates as listed below have share capital consisting solely of ordinary shares, which are directly

held by the Group. The country of incorporation or registration is also their principal place of business.

Nature of investment in associates:

	Country of	March 2026	December 2025
	incorporation	N'000	N'000
UPDC PLC	Nigeria	40.86%	40.86%
MDS Logistics	Nigeria	43.00%	43.00%

The movement in the investment in associates during the year is stated below:

March 2026		December 2025
N'000		N'000
Opening balance	13,910,929	10,147,841
Reclassification to non-current assets held for sale	-	(155,060)
Share of profit	681,333	3,423,156
Share of other comprehensive (loss)/profit	(27,496)	494,992
Closing balance	14,564,766	13,910,929

(a) Summarised financial information for associates

Set out below are the summarised financial information for the associates accounted for using the equity method.

Non-current asset	Current asset	Non-current liabilities	Current liabilities	Cash & Cash equivalents	Net Assets
March 2026 N'000	N'000	N'000	N'000	N'000	N'000
UPDC PLC 9,512,093	20,792,084	2,222,312	16,450,268	10,652,074	11,631,597
MDS Logistics Ltd 44,755,373	12,067,814	32,197,891	8,842,258	1,716,415	15,783,038

Revenue	Profit for the year	Other comprehensive income	Total comprehensive income
3 months to March 2026 N'000	N'000	N'000	N'000
UPDC PLC 2,659,624	166,687	13,341	180,028
MDS Logistics Ltd 11,708,869	1,661,115	-	1,661,115

Non-current asset	Current asset	Non-current liabilities	Current liabilities	Cash & Cash equivalents	Net Assets
December 2025 N'000	N'000	N'000	N'000	N'000	N'000
UPDC PLC 9,589,525	20,329,192	2,098,522	16,351,203	10,274,285	11,468,993
MDS Logistics Ltd 38,920,271	9,343,608	22,724,950	11,417,012	1,126,263	14,121,923

Revenue	Profit for the year	Other comprehensive income	Total comprehensive income
3 months to March 2025 N'000	N'000	N'000	N'000
UPDC PLC 2,181,052	481,737	66,707	548,444
MDS Logistics Ltd 5,844,750	439,400	-	439,400

In 2025, the Board passed a resolution to sell 250 million units of UPDC Plc shares. This represents 3.2% of UAC's holding and 1.3% of total UPDC shares in issue, with a carrying value of N155.1 million for the Group. Consequently, the approved number of shares has been reclassified to non-current assets held for sale. As at the current reporting date, 135.7 million units of these shares have been sold (see note 32).

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

The Group
March 2026	December 2025
16a. Debt instruments at amortised cost N' 000	N' 000
Opening balance -	6,501,606
Settlements during the year -	(799,147)
Disposals during the year -	(5,502,047)
Coupon accrued -	252,531
Coupon received -	(347,434)
Premium amortised to P/L -	(91,638)
Exchange (loss)/gain on revaluation -	(13,871)
Gross investment in debt -	-
Expected credit loss -	-
Closing balance -	-
16b. Finance cost on debt instruments at amortised cost March 2026	December 2025
N' 000	N' 000
Premium amortised to P/L -	91,638
-	91,638

The Group invested in Eurobond assets with the business model of solely holding for principal and interest payment and designated as debt instrument at amortised cost. The Eurobond assets were disposed in prior year to fund the acquisition of C.H.I. Limited.

The Group invests only in quoted debt securities with low credit risk. The Group's debt instruments at amortised cost comprised solely of quoted Eurobonds that are rated by reputable Credit Rating Agencies. The Group released all provision for expected credit losses on its debt instruments at amortised cost following the disposal of the Eurobonds.

Stage 1	Stage 2	Stage 3	Total
Movement in Expected Credit Loss (ECL) N' 000	N' 000	N' 000	N' 000
At 1 January 2026 -	-	-	-
Impairment no longer required -	-	-	-
At 31 March 2026 -	-	-	-

At 1 January 2025 20,184 - - 20,184

Impairment no longer required (20,184) - - (20,184)

At 31 December 2025 - - - -

17. Right of return assets and refund liabilities

March 2026	December 2025
N' 000	N' 000
Right of return assets 23,501	23,501
Refund liabilities - Arising from rights of return 34,796	25,356
34,796	25,356

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

17. Right of return assets and refund liabilities (continued)

Right of return of assets

Right of return asset represents the Group's right to recover the goods expected to be returned by customers. The asset is measured at the former carrying amount of the inventory, less any expected costs to recover the goods, including any potential decreases in the value of the returned goods. The Group updates the

measurement of the asset recorded for any revisions to its expected level of returns, as well as any additional decreases in the value of the returned products.

Refund liabilities

A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer and is measured at the amount the Group ultimately expects it will have to return to the customer. The Group updates its estimates of refund liabilities (and the corresponding change in the transaction price)

at the end of each reporting year. Refer to above accounting policy on variable consideration.

18a. Right of use assets

The Group has lease contracts for various items of land and building and machinery and other equipment used in its operations. Leases of land and building generally have lease terms between 1 and 45 years, while machinery and other equipment generally have lease terms between 3 months and 5 years.

Right of use assets	Land and Building	Plant and Machinery	Total
N' 000		N' 000	N' 000
At 1 January 2026	4,075,387	564,792	4,640,179
Additions	979,976	182,986	1,162,962
Depreciation	(610,010)	(339,130)	(949,140)
Lease modification	36,907	-	36,907
At 31 March 2026	4,482,260	408,648	4,890,908

At 1 January 2025 1,145,729 720,936 1,866,665

Additions 2,074,595 182,986 2,257,581

Acquired from business combination 2,208,919 - 2,208,919

Depreciation (1,303,833) (339,130) (1,642,963)

Lease termination (20,833) - (20,833)

Lease modification (29,190) - (29,190)

At 31 December 2025 4,075,387 564,792 4,640,179

Set out below are the carrying amounts of lease liabilities and the movements during the year;

March 2026		December 2025
18b. Lease Liability	N' 000	N' 000
Opening balance	2,175,315	1,512,702
Additions during the year	332,120	811,331
Accretion of interest	147,121	502,967
Lease payments	(227,861)	(687,236)
Lease terminated	-	(94,688)
Lease modification	36,908	(29,190)
Reclassifications from payables	-	159,429
Closing balance	2,463,603	2,175,315

Current	1,218,821	1,030,094
Non-current	1,244,782	1,145,221

2,463,603 2,175,315

Inventories

	March 2026	December 2025
	N' 000	N' 000
Raw materials and consumables	187,877,216	179,761,571
Technical stocks and spares	23,479,309	26,503,707
Finished goods and goods for resale	6,526,809	14,115,312
	217,883,334	220,380,590
Write down to net realisable value	(28,336,614)	(5,847,960)
	189,546,720	214,532,630

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

Trade and other receivables

March 2026		December 2025
N' 000		N' 000
Trade receivables	10,083,360	8,991,468
Less: allowance for impairment of trade receivables	(756,619)	(677,828)
Net trade receivables	9,326,741	8,313,640
Receivables from associates	101,985	68,145
Loan receivable from associate	920,079	920,078
Allowance for impairment of receivables from associates	(1,214)	(1,214)
Other financial asset	672,000	672,000
Allowance for expected credit losses on other financial asset	(672,000)	(672,000)
Other receivables	5,044,687	5,728,037
Advance payments	8,206,176	6,884,136
WHT receivable	918,472	840,078
Prepayments - staff grants	79,113	125,765
Prepayments- other	3,807,913	3,721,610
28,403,952		26,600,275

Trade receivables are non-interest bearing and are generally due for settlement within 30 days and therefore are all classified as current. They are amounts due from customers for goods sold or services performed in the ordinary course of business.

Other receivables relate to transactions such as advances to staff and VAT receivables. Interest may be charged at commercial rates where the terms of repayment

exceed six months. Collateral is not normally obtained. If collection of the amounts is expected in one year or less they are classified as current assets. If not, they are presented as non-current assets.

Advance payments are mobilisation fees made to contractors for the supply of goods and services.

Prepayments - other relates to prepaid expenses that are amortised over a period and import prepayments.

March 2026	December 2025
N' 000	N' 000
Trade and other receivables - Current 27,483,873	25,672,349
Trade and other receivables - Non-current 920,079	927,926
Total trade and other receivables 28,403,952	26,600,275

Movements in the allowance for impairment of trade receivables are as follows:
	March 2026	December 2025
	N' 000	N' 000
Opening balance	677,828	599,623
Acquired from business combination	-	126,246
Expected credit loss charge	82,899	77,829
Reclassification from withholding tax receivables	-	1,863
Amount written off	(4,108)	(127,733)
Closing balance	756,619	677,828
Movements in the allowance for impairment of receivables from associates
	March 2026	December 2025
	N' 000	N' 000
Opening balance	1,214	3,553
(Writeback) / Additional expected credit loss allowance	-	(2,339)
Closing balance	1,214	1,214
20.1 Finance lease receivable	March 2026	December 2025
	N' 000	N' 000
Gross investment in lease	79,200	79,200
Unearned finance income	(68,828)	(68,828)
	10,372	10,372

March 2026	December 2025
N' 000	N' 000
Current asset -	-
Non-current asset 10,372	10,372
Total finance lease receivable 10,372	10,372

The Group has finance lease for a warehouse to a related party, MDS Logistics. The lease is for a total period of 51 years; of this period 36 years remain in the contract. The property reverts to the Group at the end of the lease period.

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

Cash and cash equivalents

March 2026	December 2025
N' 000	N' 000
Cash at bank and in hand 30,537,648	18,895,960
Short-term deposits 47,025,410	32,014,819
Expected credit losses on cash and cash equivalents (706)	(160)
77,562,352	50,910,619

Cash at banks earns interest at floating rates based on daily bank deposit rates.

Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

In 2015, The Securities and Exchange Commission directed all Registrars to return all unclaimed dividends, which have been in their custody for fifteen months and above, to the paying companies. Included in the cash and short-term deposits is ₦1.2bn which represents unclaimed dividends received from the registrars as at the reporting date (December 2025: ₦1.2bn).

The Finance Act 2020, which became effective on 1 January 2021, requires public limited liability companies quoted on the Nigerian Exchange Limited to transfer any unclaimed dividend that has remained unclaimed for a year not less than 6 years to the Unclaimed Dividend Trust Fund (the "Trust Fund"). In 2025, the group transferred ₦4.1bn in compliance with the Act.

(i) Reconciliation to statement of cash flow
The above figures reconcile to the amount of cash shown in the statement of cash flows at the end of the financial year as follows:
	March 2026	December 2025
	N' 000	N' 000
Cash and cash equivalents	77,562,352	50,910,619
Expected credit losses on cash and cash equivalents	706	160
Balances per statement of cash flow	77,563,058	50,910,779

(ii) Movement in expected credit losses on cash and cash equivalents

March 2026	December 2025
N' 000	N' 000
Opening balance 160	6,297
Additional/(Reversal of) credit losses in the year 546	(6,137)
Closing balance 706	160

Borrowings

March 2026	December 2025
N' 000	N' 000
Loans due within one year (note 23(i)) 186,806,988	185,230,596
Loans due after one year (note 23(ii)) 157,456,446	159,584,296
Total borrowings 344,263,434	344,814,892

Opening balance	344,814,892	41,481,610
Acquired from business combination	-	127,040,824
Additions	57,732,248	432,247,163
Repayment of borrowing during the year	(59,909,433)	(249,046,513)
Exchange loss	(1,540,498)	(6,243,497)
Reclassification to government grant	-	(232,919)
Interest on loans	14,633,243	17,332,776
Interest paid	(11,467,018)	(17,764,552)
Closing balance	344,263,434	344,814,892

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

Borrowings (continued)

Loans due within one year

	Effective Interest	March 2026	December 2025
	Rate	N' 000	N' 000	Maturity date	Security
Commercial paper loan (Series 1)	18.50%	1,187,085	1,132,025	Apr-26	No security
Commercial paper loan (Series 2)	19.50%	37,965,474	36,186,144	Jul-26	No security
Guaranty Trust Bank - Commercial loan	22.0%	11,189,836	10,620,247	May-26	No security
Famous Brands Limited**	12.0%	2,603,309	2,021,293	May-26	No Security
Zenith bank - Produce loan	27.0%	4,065,964	1,550,000	Feb-27	No security
Zenith Bank Overdraft	27.0%	810,899	1,120,800	On demand	No security
Import finance facility	5% + SOFR	125,395,702	130,978,750	Varied	No security
First Bank of Nigeria Ltd - CBN DCRR Facility	9.0%	289,860	382,789	Jan-27	No Security
Corporate Bond (L1 Series 1)	21.50%	576,386	267,608	Apr-26	No Security
Corporate Bond (L2 Series 1)	17.35%	2,722,473	410,939	Jun-26	No Security
Bank of Industry Loan (Grand Cereals Limited)	14.0%	-	560,001	Dec-26	No Security
186,806,988			185,230,596

Loans due after one year

March 2026

December 2025

Details of the loan maturities due after one Effective Interest

year are as follows: Rate N' 000

N' 000

Maturity date

Security

Corporate Bond (L1 Series 1)	21.50%	5,722,824	5,718,203	Oct-31	No security
Corporate Bond (L2 Series 1)	17.35%	53,336,622	53,310,867	Dec-32	No security
Bank of Industry Loan (Grand Cereals Limited)	14.0%	1,466,590	1,108,559	Oct-27	No Security
Term loan	24.5%	69,783,893	70,449,226	Oct-32	Secured
Loan note	15.0%	24,957,900	26,820,784	Sep-30	No Security
Bank of industry loan (UAC Restaurants Limited)	12.5%	2,188,617	2,176,657	Apr-30	No Security
		157,456,446	159,584,296

**The loan from Famous Brands Limited represents the company's portion of the shareholder loan that was disbursed to UACR. The share of the loan provided by UAC of Nigeria PLC has been eliminated on consolidation.

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

Deferred Tax

The analysis of deferred tax liabilities is as follows:

March 2026	December 2025
N'000	N'000
Deferred tax assets -	-

Deferred tax liabilities 68,433,421	68,540,950
Net Deferred tax liabilities 68,433,421	68,540,950

The net movement on the deferred tax account is as follows:	The Group
March 2026		December 2025
N'000		N'000
Opening balance	68,540,950	6,213,950
Credited to profit or loss	(107,529)	(5,349,033)
Acquired through business combination	-	67,642,341
Charged to other comprehensive income	-	33,692
Closing balance	68,433,421	68,540,950

The Group has tax losses of ₦3,186,039,473 (2025: ₦3,186,039,473) that are available indefinitely for offsetting against future taxable profits of the Company in which the losses arose. Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the Group. Additionally, they originated in a subsidiary that has been loss-making for some time, and there are no other tax planning opportunities or other evidence of recoverability in the near future. On this basis, the Group has determined that it cannot recognise deferred tax assets on the tax losses carried forward.

Property, plant and Deferred tax assets equipment	Allowance for impairment on receivables, equity instruments measured at FVOCI & Provisions	Tax losses	Leases	Exchange difference	Investment properties	Total
N'000	N'000	N'000	N'000	N'000	N'000	N'000
At 1 January 2025 165,286	(220,567)	-	-	1,098	-	(54,183)
Charged/(Credited) to profit or loss (165,286)	220,567	-	-	(1,098)	-	54,183
At 31 December 2025 -	-	-	-	-	-	-

At 1 January 2026	-	-	-	-	-	-	-
Charged/(Credited) to profit or loss	-	-	-	-	-	-	-
At 31 March 2026	-	-	-	-	-	-	-

Deferred tax liabilities

At 1 January 2025	5,004,959	(1,194,665)	(1,436,312)	61,531	3,720,857	111,763	6,268,133
Acquired through business combination	66,307,597	(1,314,118)	-	50,583	2,598,279	-	67,642,341
Charged / (credited) to profit or loss	(2,082,969)	(1,072,850)	1,609,217	(98,219)	(4,037,826)	279,431	(5,403,216)
Charged to other comprehensive income	-	33,692	-		-	-	33,692
At 31 December 2025	69,229,587	(3,547,941)	172,905	13,895	2,281,310	391,194	68,540,950

At 1 January 2026	69,229,587	(3,547,941)	172,905	13,895	2,281,310	391,194	68,540,950
Charged / (credited) to profit or loss	4,103	(31,719)	-	(27,743)	(52,169)	-	(107,529)
At 31 March 2026	69,233,690	(3,579,660)	172,905	(13,848)	2,229,141	391,194	68,433,421

UAC of Nigeria PLC
Notes to the condensed consolidated financial statements
for the period ended 31 March 2026
24. Trade and other payables
	March 2026	December 2025
	N' 000	N' 000
Trade payables	27,812,661	44,386,587
Amount owed to associate companies	55,940	-
Sundry payables	1,773,861	8,230,751
Withholding tax payable	691,627	1,169,173
Value added tax payable	4,877,445	4,666,822
Pay-as-you-earn payable	1,966,310	1,387,558
Accruals	16,808,308	18,023,456
Total	53,986,152	77,864,347
Terms and conditions of the above financial liabilities

Trade payables are non-interest bearing and are normally settled between 30 and 60-day terms. Other payables are non-interest bearing and

have an average term of 6 months.

Sundry payables relates to payable balances due to non-trade vendors and suppliers of utilities, administrative goods and services.

Accruals relates to accrued professional fees, accrued consultants fees, accrued audit fees and other accrued expenses.

25. Government Grant
	March 2026	December 2025
	N' 000	N' 000
Opening balance	357,374	415,520
Amount received during the year	-	232,919
Amortised to profit or loss	(45,101)	(291,065)
Closing balance	312,273	357,374
Current	99,272	144,373
Non-current	213,001	213,001
	312,273	357,374

26. Contract liabilities
The Group
	March 2026	December 2025
	N' 000	N' 000
Opening balance	6,222,464	3,558,788
Acquired through business combination	-	1,458,131
Deferred during the year	6,842,826	4,202,345
Released to the statement of profit or loss	(5,477,265)	(2,996,800)
Closing balance	7,588,025	6,222,464
This relates to consideration paid by customers before the transfer of goods or services. Contract liabilities are recognised as revenue when the Group performs its obligations under the contract.

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

Dividend payable

March 2026		December 2025
N' 000		N' 000
Opening balance	2,603,902	5,674,793
Dividend declared	-	1,467,918
Cash dividend paid during the year to NCI	-	(824,169)
Cash dividend paid during the year to equity holders of the parent company	-	(643,749)
Reclassification from Payables	-	853,988
Statute barred dividend transferred to SEC trust fund	-	172,146
Unclaimed dividend (refunded to)/returned by registrar	-	(1,972)
Transfer to Unclaimed Dividend Trust Fund	-	(4,095,053)
Closing balance	2,603,902	2,603,902

27a. Reconciliation of dividends paid to Unclaimed Dividend Trust Fund in the statement of cash flow
Unclaimed dividends recognized as liability	-	(3,922,906)
Unclaimed dividends previously written back to equity	-	(177,895)
Closing balance	-	(4,100,801)

Provisions

The Group	Provisions	Legal claim	Decommissioning liability	Total
	N'000	N'000	N'000	N'000
At 1 January 2026	3,000	326,802	57,664	387,466
Additions in the year	-	-	-	-
At 31 March 2026	3,000	326,802	57,664	387,466

Current	-	326,802	-	326,802
Non-current	3,000	-	57,665	60,665
At 31 March 2026	3,000	326,802	57,665	387,467

At 1 January 2025	3,000	326,802	56,988	386,790
Additions in the year	-	-	677	677
At 31 December 2025	3,000	326,802	57,664	387,466

Current	-	326,802	-	326,802
Non-current	3,000	-	57,665	60,665
At 31 December 2025	3,000	326,802	57,665	387,467

Decommissioning liability

UAC Restaurants has several leasehold properties converted to restaurants, which are required by agreements to be restored to original condition upon the expiration of the lease. The provision for Decommissioning liability represents an estimate of the cost involved in restoring these leased properties at the expiration of the lease. The provision is an estimate based on management's re-assessment of the amount of the liability that will be incurred at the end of each lease term. Variables such as inflation rates and currency exchange rates amongst others were considered in this

estimate.

The discount rate for the unwinding of the discount on liability was determined using the 10-year government bond yield of 19% (2025: 19%). The discount rate is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The discount rates did not reflect risks for which future cash flow estimates have been adjusted.

Contingent liabilities

The Group is engaged in lawsuits that have arisen in the normal course of business. The estimated contingent liabilities arising from these pending litigations amounted to ₦1.2 billion (2025: ₦1.2 billion). The Group has assessed these claims and believe that no material loss will arise from them. Accordingly, no additional provision has been recognised in the financial statements.

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

29 Employee benefit
The Group's employee benefit provisions include long service awards and other long term employee benefits. The valuation methods adopted for each are detailed below.
	March 2026	December 2025
	N' 000	N' 000
Long service awards (a)	71,823	68,168
Other long term employee benefits (b)	2,537,560	2,272,819
Defined benefit gratuity Lability (c)	885,315	806,227
	3,494,698	3,147,214
Defined benefit gratuity asset	885,315	806,227

29(a) Long service award
One of the entities within the Group (Grand Cereals Limited) sponsors a long service award scheme for qualifying employees. Employees are rewarded after a specific number of years in service. Employees are entitled to the awards after being in service for 10, 15, 20, 25, and 30 years.
Service Milestone (years)	% of gross annual salary	Gift Benefit Value Cap (N')
10	10%		-
15	15%		50,000
20	20%		60,000
25	25%		80,000
30	30%		256,000
The most recent actuarial valuations of the present value of the long service award obligations were done as at 31 December 2025 by the firm of Alexander Forbes Consulting Actuaries Nigeria Limited (FRC Registration Number: FRC/2012/0000000000504). This was signed by Actuary Director, W. VanJaarsveld (FRC Registration Number: FRC/2021/PRO/DIR/003/00000024507). The present value of the long service award obligation and the related current service cost were measured using the Projected Unit Credit method.
Amounts recognised in profit or loss in respect of these long service awards are as follows;
		March 2026	December 2025
		N' 000	N' 000
Service cost		3,655	4,867
Interest cost		-	11,519
Actuarial (gain)/loss arising from changes in:
- Financial assumptions		-	3,476
		3,655	19,862

Movement in the present value of long service awards	March 2026	December 2025
	N' 000	N' 000
Opening defined benefit obligation	68,168	63,958
Acquired through business combination	-	18,169
Current service cost	3,655	4,867
Benefit paid	-	(33,821)
Interest cost	-	11,519
Actuarial losses	-	3,476
	71,823	68,168
29(b) Other long term employee benefits
In 2024, a long term incentive plan was approved and implemented for Grand Cereals limited, CAP Plc, Livestock Feeds Plc, and UAC Foods Limited with the primary purpose of incentivising growth across the businesses and staff retention.
Under the scheme, participants have a target incentive amount over the life of the plan (5 years), based on achievement of target profits set with reference to the business plan. The cumulative excess profit is calculated after 3 and 5 years, with the target incentive amounts being earned if the cumulative plan earnings are achieved. Proportionately higher amounts can be earned if the target is exceeded. The whole incentive pot is tested after 5 years with half tested after 3 years and any value earned after 3 years is deducted from the value earned after 5 years (with a zero floor on the net earnings after 5 years).
	The Group
Movement in the present value of other long term employee benefits	March 2026	December 2025
	N' 000	N' 000
Opening balance	2,272,819	1,159,246
Current service cost	235,529	1,056,135
Interest cost	29,212	57,438
	2,537,560	2,272,819

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

29(c) Defined benefit gratuity
C.H.I. Limited, one of the entities within the Group, operates a defined benefit gratuity plan for qualifying employees in Nigeria. This defined benefit gratuity plan is a final salary plan for Nigerian employees. The liabilities in respect of the retirement benefits are provided for and the Company has set out an investment that will be applied for settlement of the liabilities. The defined benefit gratuity plan is operated voluntarily as it is not required by any legislation in Nigeria. The gratuity plan is monitored by the Company's management. The level of benefits provided depends on the member's length of service and salary at retirement age. Since the gratuity liability is adjusted to consumer price index, the gratuity plan is exposed to Nigeria's inflation, interest rate risks and changes in the life expectancy for pensioners. The most recent actuarial valuations of the present value of the defined benefit obligation were carried out at 31 December 2025 by Logic Professional Services with FRC/2025/COY/562144 and the report was signed by Chidiebere Orji with FRC/2023/PRO/NAS/004/00000022718 of Logic Professional Services, Lagos, Nigeria.
Net defined benefit expense recognised are as follows:
	March 2026	December 2025
Defined benefit gratuity expense
Interest cost	-	-
Service cost	79,088	185,361
Amount recognised in profit or loss Amount recognised in other comprehensive income - Actuarial losses	79,088 -	185,361 34,383

79,088 219,744

Movement in the defined benefit gratuity plan are as follows:	March 2026	December 2025
Opening defined benefit obligation	806,227	-
Acquired through business combination	-	698,517
Charge to profit or loss during the year	79,088	185,361
Total amount recognised in other comprehensive income	-	34,383
Benefits paid	-	(112,034)
885,315		806,227

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

30. Equity

(a) Share capital

March 2026		December 2025
Number	Amount	Number	Amount
000	N' 000	000	N' 000

Issued and fully paid at 50k per share:
Opening balance	2,926,132	1,463,065	2,926,132	1,463,065
Total called up share capital	2,926,132	1,463,065	2,926,132	1,463,065

	March 2026		December 2025
	Number	Amount	Number	Amount
	000	N' 000	000	N' 000
Ordinary Shares
Opening balance	2,926,132	1,461,065	2,926,132	1,461,065
Closing balance	2,926,132	1,461,065	2,926,132	1,461,065

Nature and purpose of Other Reserves and related transactions

(b) Share Premium
Section 145.2 of Companies and Allied Matters Act 2020 requires that where a company issues shares at premium (i.e. above the par value), the value of the premium should be transferred to share premium. The Share premium is to be capitalised and issued as scrips as approved by shareholders from time to time.
	March 2026	December 2025
Balance, beginning of the year	14,647,616	14,647,616
Balance, end of the year	14,647,616	14,647,616

The fair value reserve relates to the cumulative net change in the fair value of financial instruments at fair value through other comprehensive income until the

assets are derecognised.

(d) Other reserve

Other reserve relates to the cumulative net change in the fair value of property, plant and equipment prior to the adoption of IFRS. On adoption of IFRS, the cost and revaluation surplus was taken as deemed cost and no subsequent revaluations are required.

Equity settled share based payment reserve
In 2021, the Company introduced a Long Term Incentive Plan ("LTIP") using the value creation plan ("VCP") model under which eligible employees
("Participants") are awarded ordinary shares of the Company subject to delivering exceptional shareholder value.
The value creation plan ("VCP") was designed to incentivise employees to deliver exceptional returns for shareholders over a five-year period. The model is aimed at ensuring that UAC attracts, retains, and motivates talented employees with the mindset of owners and to align the interests of employees and shareholders with performance measured by the management team's ability to maximise shareholder value.
Under the VCP, Participants will receive, in the form of ordinary shares in the Company, a proportion of the value delivered for shareholders over a five year-period, provided that the Company delivers a minimum total shareholder return ("TSR") of 18% per annum. Should this return be delivered, an incentive pot equal to 10% of the value created will be distributed to Participants.
Investment in scheme shares

On the first measurement date of 1 July 2024, the condition for the award of the LTIP shares was met and after board approval, a total of ₦2.6 billion was used to purchase shares for eligible employees by the Trustees. Of this amount, ₦1.4 billion worth of shares were allocated to employees as settlement for the 2024 vested shares, while the remaining shares valued at ₦1.2 billion are being held by Trustees for the benefit of the employees' Long Term Incentive Plan as at the end of 2024.

In 2025, the Trustees utilised ₦4.5 billion to purchase additional shares for eligible employees under the Company's Long-Term Incentive Plan (LTIP). Following the satisfaction of the vesting conditions and subsequent Board approval, shares valued at ₦2.2 billion were allocated to employees in settlement of the 2025 vested awards.

The number and weighted-average exercise prices of shares have been detailed in table below:

Description of shares

Outstanding at the beginning of the year

Purchased during the year

Allotted during the year

Unallocated outstanding at the end of the year

March 2026		December 2025
Number of shares	Weighted average share price	Number of shares	Weighted average share price
109,874,127	31.65	52,822,300.00	23.51
-	-	127,184,977	35.44
-	-	(70,133,150)	32.62
109,874,127	31.65	109,874,127	31.65

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

31. Reconciliation of profit before tax to cash used in operations

March 2026			March 2025
	Note	N' 000	N' 000
Profit before tax		22,588,457	5,042,318
Adjustment for net finance cost	8	6,487,465	2,087,477
Operating profit		29,075,922	7,129,795
Amortisation of intangible assets	7	2,556,463	125,462
Impairment reversal on property, plant and equipment	7	-	(601)
Depreciation charge on property, plant and equipment	7	2,903,908	867,542
Depreciation charge on right of use asset	7	949,140	199,145
Government grant	5	(45,101)	(13,585)
Write down of inventories to net realisable value	7	21,634	45,865
Expected credit loss on cash equivalent	6	544	-
Expected credit loss on trade receivables and other receivables	6	82,899	57,761
Share of profit from associates	15	(681,333)	(300,997)
(Profit) / Loss on sale of property, plant and equipment	5	(12,919)	15,232
Profit on sale of non current asset held for sale	5	-	(448,652)
Write-off of property, plant and equipment		82,203	-
Write-off of intangible assets		4,485	-
Share based payment expense	7(c)	17,640	34,809
Long service award charge during the year	29(a)	3,655	4,390
Current service cost on other long term employee benefits	29(b)	235,529	209,837
Operating cash flows before movements in working capital		35,194,669	7,926,003

Movements in working capital:
Changes in inventories	24,964,276	(2,211,262)
Changes in trade and other receivables and prepayments	(1,997,666)	(3,186,435)
Changes in right of return asset	-	12,891
Changes in contract liabilities	1,365,561	(858,100)
Changes in trade and other payables	(23,878,195)	(2,301,324)
Changes in refund liability	9,440	(11,646)
Net cash generated from / (used in) operations	35,658,085	(629,873)

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

32 Non-current assets held for sale

In 2025, UAC reclassified 250 million UPDC Plc shares, representing 3.2% of UAC's holding, with a carrying value of ₦155.1 million, as non-current assets held for sale. Of these,

135.7 million shares with a carrying value of ₦84.2 million were disposed resulting in a gain of ₦639.3 million recognized under UAC's other operating income. As at the reporting date,

UAC's stake in UPDC Plc was 41.5%, 40.9% is recognised as investment in the associate company while 0.6% is classified as non-current assets held for sale.

The investment property from the Packaged Food & Beverages segment with a carrying value of ₦304mn was also disposed in 2025.

Movement in non-current assets held for sale/distribution

Opening balance

Transfer from investment in associates (UPDC Plc)

Carrying value of asset disposed

Closing balance

March 2026	December 2025
N'000	N'000
70,897	341,878
-	155,060
-	(426,040)
70,897	70,897

33 Business Combination

On 3 October 2025, UAC of Nigeria PLC completed the acquisition of 100% of the issued equity interests in Chivita|Hollandia (C.H.I. Limited) following receipt of the required approval from the Federal Competition and Consumer Protection Commission (FCCPC). C.H.I. Limited is a leading juice and dairy company operating in Nigeria. The acquisition was effected through a wholly owned special purpose vehicle, UAC Food and Beverages Company Limited (UFB).

In accordance with the Share Purchase Agreement (SPA), a total cash consideration of N182.4 billion was paid to The Coca-Cola Company (TCCC) for the acquisition of 301,000,000 ordinary shares, representing 100% of the issued share capital of C.H.I. Limited.

The purchase price allocation was finalised in 2025. All transaction costs relating to the acquisition were expensed as acquisition-related costs within other operating expenses (see Note 8), in accordance with IFRS 3 and the Bargain purchase gain from the acquisition was recognised as part of other operating income.

In determining the allocation of the purchase price, management recognised the fair valuation of the following identifiable intangible assets:

Brands
Customer relationship

The valuation techniques used for measuring the fair value of material assets acquired were as follows:

- Property, plant and equipment (PPE): Market comparison and cost were the valuation technique adopted for PPE as an open market valuation was carried out for the acquired land and building and for other asset categories, the book value was adopted as its fair value.

- Intangible assets: The valuation of brands was performed using the relief-from-royalty method, while customer relationships were valued using the multiperiod excess earnings method. Key assumptions applied include forecast revenues, royalty rates, attrition rates, and discount rates.

- Inventories: The net realisable value of inventory was adopted and a write down of N22.9bn was recognised.

March 2026	December 2025
N'000	N'000

33i. Bargain purchase arising from business combination

Consideration:

Cash payment

-	182,451,425

Net asset acquired from business combination (see note 33ii below)	-	(67,283,628)
Fair value adjustment	-	(15,741,459)
Identifiable intangible assets:
Customer relationship	-	(63,400,000)
Brands	-	(102,100,000)
Deferred tax liabilities arising from fair value adjustments and identifiable intangible assets*	-	61,622,096
Gain on Bargain Purchase	-	(4,451,566)

* The recognised deferred tax liabilities were derived by applying a deferred tax rate of 34% on the fair value adjustments and the identifiable intangible asset

33ii. The fair value of net asset acquired includes:

Balance		Fair value adjustment	Fair value
Oct-25		Oct-25	Oct-25
Assets	N'000	N'000	N'000
Cash and cash equivalent	21,879,067	-	21,879,067
Inventories	163,342,093	(22,922,370)	140,419,723
Property, plant and equipment	46,857,027	38,663,829	85,520,856
Intangible assets	531,866	-	531,866
Right of use assets	2,208,919	-	2,208,919
Receivables and Prepayments	19,701,152	-	19,701,152
Total assets	254,520,124	15,741,459	270,261,583

UAC of Nigeria PLC

Notes to the condensed consolidated financial statements

for the period ended 31 March 2026

33ii. The fair value of net asset acquired (continued):

Balance

Fair value

adjustment

Fair value

Sep-25

N'000

Liabilities
Loans and borrowings	127,040,824	-	127,040,824
Trade and other payables	45,742,888	-	45,742,888
Contract liablities	1,458,131	-	1,458,131
Current tax liability	6,956,238	-	6,956,238
Deferred tax liability	6,020,246	-	6,020,246
Employee benefit	18,169	-	18,169
Total Liabilities	187,236,496	-	187,236,496

Net assets 67,283,628

15,741,459

83,025,087

33iii. Acquisition of subsidiary, net of cash acquired

Consideration paid in cash

Cash and cash equivalents acquired from business combination (see 34ii)

N'000

(182,451,425)

21,879,067

(160,572,358)

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