Nig plc.- quarter 5 - financial statement for 2025

Vitafoam Nigeria Plc Consolidated and Separate Financial Statements

for the year ended 30 September 2025

Quality policy statement 1

Corporate profile 2

Notice of annual general meeting 3

Corporate information 6

Directors' profile 8

Financial highlights 13

Report of the directors 14

Report of the Audit Committee 40

Statement of Directors responsibilities for the preparation and approval

of the Financial Statements 41

Certification of the financial statements 42

Management's annual assessment of, and report on Vitafoam Nigeria Plc's Internal control over financial reporting 43

Certification of management's assessment on internal control over financial reporting 44

Independent practitioner's report 48

Independent auditors' report 50

Consolidated and Separate Statements of Profit or Loss and Other Comprehensive Income 54

Consolidated and Separate Statements of Financial Position 55

Consolidated and Separate Statements of Changes in Equity 56

Consolidated and Separate Statements of Cash Flows 58

Material accounting policies 59

Notes to the Consolidated and Separate Financial Statements 78

Value Added Statement 123

Five-Year Financial Summary 125

Our policy at Vitafoam Nigeria Plc. is to continually manufacture, distribute and sell polyurethane/reconstituted foam (mattress, cushions, pillows, sheeting) and allied products that conform to international standards, applicable statutory, regulatory and other requirements as well as surpass customers' expectations at a price that represents value.

Vitafoam Nigeria Plc is committed to satisfying customer, legal and our relevant interested parties' requirements as well as the continual improvement of the quality management system.

Established on 4 August 1962 and listed on the Nigerian Stock Exchange in 1978, Vitafoam has grown into a trusted household name renowned for product excellence, innovation, and customer satisfaction. The Company's strong commitment to quality has earned multiple industry recognitions, including several Gold Certificate Awards. Notably, Vitafoam was the first foam manufacturing company in Nigeria to submit its operations to the Standards Organisation of Nigeria's Quality Management System, obtaining NIS ISO 9002 certification in 2001, upgraded to NIS ISO 9001:2000 in 2004, and subsequently recertified to ISO 9001:2015 in 2020.

Vitafoam continues to consolidate its market leadership through innovation and strategic expansion of value-added products and services. The Company has evolved into a full-service comfort solutions provider, offering a comprehensive range of bedding and lifestyle products through its nationwide network of Comfort Centres.

Its diverse product portfolio includes mattresses of various firmness levels, profile foam products, contour-cut specialty items, and custom-made mattresses and pillows. Vitafoam also provides versatile foam solutions such as Vitarest and Leisuremats, as well as foam seating products like Vitasolid chair. The Company caters to niche segments with foam-based baby and nursing products including cot mattresses, changing mats, pillows, and breastfeeding accessories.

To reflect its national presence, Vitafoam operates manufacturing facilities in Aba, Ikeja, Jos, and Kano, supported by an extensive network of distributors and retail outlets nationwide.

As a responsible corporate citizen, the Company adheres to global best practices and maintains a strong corporate governance culture. Its operations are guided by a competent, diverse, and experienced Board of Directors, comprising executive and non-executive members, and supported by a high-performing management team committed to operational excellence and sustainable growth.

NOTICE IS HEREBY GIVEN that the 64thAnnual General Meeting of members of VITAFOAM NIGERIA PLC (the Company) will be held at NECA House, Hakeem Balogun Street, Central Business District, Alausa, Ikeja, Lagos State on Thursday, 5thMarch, 2026 at 10.00'clock in the forenoon to transact the following business:

1. To lay before the members the Report of the Directors, the Audited Financial Statements for the year ended 30thSeptember 2025 together with the Report of the Auditor and the Audit Committee thereon.

2. To declare a Dividend.

3. To re-elect Mr. Ademola O. Bolarinde as a Director

4. To re-elect Mr. Achike C. Umunna as a Director

5. To authorize the Directors to fix the remuneration of the Auditor.

6. To disclose the remuneration of managers in compliance with the Companies and Allied Matters Act 2020.

7. To elect Members of the Audit Committee.

   Special Business

8. To approve Directors' fees.

9. To authorize the renewal of recurrent transactions which are of trading nature or those necessary for its day-to-day operations from related companies in accordance with the Rules of the Nigerian Exchange Limited governing transactions with related parties or interested persons.

10. To consider and pass the following as special resolutions:

    1. Increase in Share Capital THAT the share capital of the Company be and is hereby increased from N625,422,531 (Six Hundred and Twenty-Five Million Four Hundred and Twenty-Two Thousand Five Hundred and Thirty-One Naira Only) to N750,506,438 (Seven Hundred and Fifty Million Five Hundred and Six Thousand Four Hundred and Thirty-Eight Naira Only) ordinary shares of 50 (fifty) kobo each. The new shares are to rank pari passu in all respects with the existing ordinary shares of the Company
    2. Amendment of Memorandum and Articles of Association THAT Clause 5 in the Memorandum of Association and Clause 3 in the Articles of Association of the Company, be amended by deleting "The Issued Share Capital of the Company is N625,422,531 divided into 1,250,844,064 ordinary shares of 50 kobo each" and be substituted respectively with: "The Issued Share Capital of the Company is N750,506,438 divided into N1,501,012,876 Ordinary Shares of 50 (Fifty) Kobo each"

       Vitafoam Nigeria Plc

       Consolidated and Separate Financial Statements for the year ended 30 September 2025

    3. Bonus Issue

       THAT pursuant to the Articles of Association of the Company and the recommendation of the Directors, the sum of N125,084,406 be and is hereby capitalized from the Retained Earnings and be set aside for distribution to al! members whose names appear in the Register of Members at the close of business on 6t^February, 2025 on the condition that the same shall not be paid in cash but shall be applied in paying in full for 250,168,812 new ordinary shares of 50 kobo each to be allotted and credited as fully paid to and among such members in the proportion of 1 (one) new ordinary share for every 5 (five) existing ordinary shares held by them at that date, subject to necessary approvals from the appropriate authorities. The shares so distributed shall be treated for all purposes as capital not as income and shall rank pari passu with the existing ordinary shares of the company in all respect except that they shall not rank for diVidend recommended for the year ended 30th September, 2025.

    4. THAT the Directors be and are hereby authorized to take necessary steps to give effect to the above resolutions.

11. To consider and pass the following resolution as a special resolution:

THAT pursuant to Section 297 of the Companies and Allied batters Act 2020, approval be and is hereby given to the review of the severance compensation payable to retiring Directors of the company, and for the consequential renewal of the enabling policy on payment of severance compensation to retiring Directors.

PROXY

A member of the company entitled to attend, and vote is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A detachable proxy form is enclosed with the Annual Report and also available on the company's website www.vitafoam.com.ng If it is to be valid for the purpose of the meeting, the Proxy Form must be completed and deposited at the office of the Company's Registrars, 213, Herbert Macaulay Way, Adekunle, Yaba, P.O. Box 51585, Falomo, Ikoyi, Lagos State or emailed to info@meristemregistars.com not later than 48 hours before the time of the meeting. The cost and expenses of stamp duties for all instruments of proxy shall be borne by the company.

Dated 18 December 2025 BY ORDE THE BODY

OLALEKA SA I ACTS

Company Secretary/Legal Adviser FRC/2013/NBA/00000005309

Registered Office: 140, Oba Akran Avenue Industrial Estate lkeja, Lagos.

4

1. Dividend Payment

   The Board of Directors has recommended a dividend payment of N3.00kobo per ordinary share of 50kobo each for approval by shareholders. If approved at the meeting, the dividend will be credited, less the appropriate withholding tax, on Thursday, 5thMarch, 2026 to the bank accounts of shareholders whose names appear in the Register of Members at the close of business on Friday 6thFebruary, 2026 and who have completed the E-Dividend registration and mandated the Registrars to pay their dividends directly into their bank accounts.

2. Closure of Register of Members

   Notice is hereby given that the Register of Members and Transfer books of the Company will be closed from Monday 9thFebruary 2026 to Friday 13thFebruary, 2026 (both dates inclusive) for updating the Register of Members.

3. Nomination for the Audit Committee

   In accordance with Section 404 (6) of the Companies and Allied Matters Act, 2020, any member may nominate a shareholder for election as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least 21 days before the date of the Annual General Meeting. The Nigerian Code of Corporate Governance, 2018 issued by the Financial Reporting Council of Nigeria provides that members of the Audit Committee should be financially literate and able to read and interpret financial statements.

4. Unclaimed Dividends Warrants and Share Certificates

   Shareholders with dividend warrants and share certificates that have remained unclaimed, or yet to be presented for payment or returned for revalidation are advised to complete the E-Dividend registration or contact the company's registrar, Meristem Registrars and Probate Services Limited, 213, Herbert Macaulay Way, Adekunle, Yaba, Lagos State or call Telephone Number: 01-8920491-2.

5. E-Dividend/Bonus

   Notice is hereby given to all shareholders to open bank accounts, Stock broking accounts and CSCS accounts for the purpose of e-dividend /bonus. Detachable application forms for e-bonus/e-dividend is attached to the Annual Report to enable all shareholders furnish particulars of their accounts to the Company's Registrars as soon as possible. Shareholders can also download the Form at the Registrar's website- https://www.mersitemregistrars.com complete and submit to the Registrars or their respective Banks.

6. Rights of Securities' Holders to ask Questions

   Pursuant to Rule 19:12 of the Rule Book of the Nigerian Exchange Limited, Shareholders have a right to ask questions not only at the meeting but also in writing prior to the meeting. Such questions must be submitted to the office of the Company Secretary at least one week before the date of the Annual General Meeting.

7. Electronic Annual Report

Electronic version of the Annual Report will be available for viewing and download from the company's website: https://www.vitafoam.com.ng while shareholders who have supplied their email addresses to the Registrar will receive electronic version of the Annual Report. Shareholders interested in electronic version of the Annual Report should send a request email to info@meristemregistrars.com.

Mr. Zakari M. Sada - Chairman/Non-Executive

Mr. Taiwo A. Adeniyi - Group Managing Director/CEO

Mr. Bamidele S. Owoade - Technical Director

Mr. Joseph I. Alegbesogie - Finance Director (Retired 07/04/25) Mr. Ola Ogunfeyitimi - Supply Chain Director

Mr. Gambo D. Dahiru - Commercial Director

Mr. Abdul A. Bello - Independent Non-Executive Director

Mr. Achike C. Umunna - Independent Non-Executive Director

Mr. Gerson P. Silva - Non- Executive Director

Mr. Ademola Bolarinde - Non-Executive Director Dr. (Mrs.) Olufunke A. Davies - Non-Executive Director

Mr. Olalekan Sanni - Company Secretary/Legal Adviser

213, Herbert Macaulay Way Adekunle, Yaba

Lagos.

Website: https://www.meristemregistrars.com E-mail: info@meristemregistrars.com Tel: 01-2809250

Victoria Island, Lagos Nigeria.

Industrial Estate, Ikeja, Lagos, Nigeria

Globus Bank Limited Zenith Bank Plc

First Bank of Nigeria Limited United Bank for Africa Plc Wema Bank Plc

Jaiz Bank Plc Access Bank Plc

Union Bank of Nigeria Plc. Greenwich Merchant Bank Limited Guaranty Trust Bank Limited

Mr. Zakari holds a Bachelor of Science (B.Sc. Hons) Degree in Accounting with First Class Honours from the prestigious Ahmadu Bello University, Zaria, Kaduna State. He began his career in the public service as an Accountant with the Kaduna State Health Management Board. He later ventured into auditing & consulting and then into banking. His banking career spanned 17 years at Habib Nigeria Bank Limited where he occupied several Senior Management positions and later rose to the position of Executive Director acquiring experience in financial and business advisory services. Mr. Zakari is the former Managing Director/CEO of Penman Pensions Limited and a former Commissioner, North West Zone, Fiscal Responsibility Commission.

His background comprises accounting, credit analysis and control, banking operations, administration, corporate planning, strategy and regulatory experience. He is a Fellow of the Institute of Chartered Accountants of Nigeria (ICAN), Fellow, Association of Certified Chartered Accountants (FCCA), Fellow Chartered Institute of Taxation of Nigeria (FCTI), and Fellow Chartered Institute of Pensions of Nigeria.

Mr. Zakari is an alumnus of the Harvard Business School, Boston, where he attended the Management Development Program.

He was appointed to the board of the company with effect from 16thNovember 2022 and subsequently appointed as the Chairman of the Board with effect from 10thof March 2024.

Mr. Adeniyi holds a B.Sc. Degree in Chemistry and M.sc (Pharmaceutical Chemistry) from the University of Lagos and a master's degree in supply engineering and Logistics from the University of Warwick, United Kingdom. He is also an Alumnus of Cranfield University School of Management. He won the prestigious Chairman's award of an outstanding employee in 2009 and the Nigerian National Productivity Order of Merit Award in 2010. He started his career in PharmaDeko Plc where he gained wide experience in operations management and products developments. He joined Vitafoam in 2007 as Logistics Manager and later became the Manufacturing Manager in 2010, a position he held until his appointment in July 2012 as Executive Director and later Technical Director. Mr. Adeniyi was appointed Acting Managing Director on 22ndApril 2015 and became the substantive Managing Director on 4thJune 2015.

Mr. Owoade holds a bachelor's degree in mechanical engineering and a master's degree in business administration (MBA). He is a member of the National Institute of Marketing of Nigeria. He started his career in 1995 as management trainee in West African Batteries Limited (Exide)

where he gained experience in operations management and quality assurance. He joined PharmaDeko Plc in 2000 as Plant Engineer and later became Factory Engineer and Head, Factory and Engineering. He joined Vitafoam PLC in 2008. Prior to his appointment to the board of Vitafoam on 18thDecember 2018, Mr. Owoade was at various times the Factory Manager, Ikeja plant, National Sales Manager, Head of Sales at Vitafoam and Managing Director Vitablom Nigeria Limited (a subsidiary of Vitafoam).

Mr. Alegbesogie joined the Vitafoam Group in February, 2013, as the Head of Finance and Administration at Vono Products PLC, a then subsidiary of Vitafoam Nig. Plc. Prior to joining Vitafoam, he had held leadership positions in various other organizations including Messrs. Giwa-Osagie, DFK & Co. (Chartered Accountants), as Audit Manager: 2005; Whassan Nigeria Ltd, a then subsidiary of Compass Group Plc, UK, as Financial Controller: 2012. He has over 25 years professional and practical experience in accounting, audit, taxation, and insolvency practice. He was redeployed from Vono Products Plc to Vitafoam Nigeria Plc in 2015, as Chief Accountant and later promoted to the position of Head, Finance and Accounts in 2017. Mr. Alegbesogie is an alumnus of Lagos Business School, a fellow of the Institute of Chartered Accountants of Nigeria and an Associate member of the Chartered Institute of Taxation of Nigeria. He holds a bachelor's degree in management from the University of Port Harcourt. Mr. Alegbesogie was appointed to the Board of the company on 18thDecember 2018 and retired on 7thApril 2025.

Mr. Dahiru Gambo holds a bachelor's degree in applied chemistry with over 20 years' experience in sales and customer management. Prior to this appointment, he was the Head of Sales of the Company. Mr. Gambo is a Non-Executive Director at Vono Furniture Products Limited, a subsidiary of Vitafoam. Mr. Gambo started his career as Sales Supervisor at Neimeith International Pharmaceuticals Plc where he gained experience in Sales and Marketing. He joined Vitafoam Nigeria Plc in 2006. He was at various times Regional Sales Manager- Lagos Region, South West & Lagos Region and North Central Region. He was promoted to the post of National Sales Manager and later Head of Sales.

Mr. Gambo was appointed to the Board of the Company on the 25thof May 2023.

Mr. Ogunfeyitimi is a seasoned Chemical Engineer with strong expertise in Business and Project Management, backed by a dedicated interest in the process industries. He holds an MBA from Ahmadu Bello University, Zaria; a Master of Engineering (M.Eng) in Chemical Engineering from

Nnamdi Azikiwe University, Awka; and a bachelor's degree in chemical engineering from Ladoke Akintola University of Technology.

He is a registered Engineer with the Council for the Regulation of Engineering in Nigeria (COREN), a former Council Member of the Sierra Leone Institution of Engineers, a Corporate Member of the Nigerian Society of Engineers, a Fellow of the Nigerian Society of Chemical Engineers, a Member of the Institute of Chartered Chemists of Nigeria, and a Council Member of the Manufacturers Association of Nigeria (Ikeja Branch).

Mr. Ogunfeyitimi began his professional journey in 2004 as Production Manager at Winco Foam. In 2008, he joined Vitafoam Nigeria Plc as Production Manager for the Jos Factory. Since then, he has served in several strategic roles, including Regional Sales Manager for the North-East and North-Central regions, Managing Director/CEO of Vitafoam Sierra Leone Limited (a subsidiary of Vitafoam Nigeria Plc), and Head of Technical.

He was appointed to the Board of Vitafoam Nigeria Plc on May 25, 2023.

Mr. Silva is a Chemical Scientist with competency and specialization in Polyurethane (PU) Systems, a core production component of Vitafoam, and Vitapur (a sandwich panels and chemical systems subsidiary of Vitafoam). During his brilliant career, Mr. Silva has worked in several frontline chemical systems organizations across the globe including Dow Chemicals (one of the leading chemical companies in the world) for 18 years as a chemical scientist and analyst. Having acquired the know-how of chemical system application at DOW, Mr. Silva in partnership with like minds, proceeded to establish PURCOM, one of the largest Chemical System Houses in South America. PURCOM is an internationally acclaimed producer of various PU applications and systems. Mr. Silva is a widely travelled Consultant on PU Chemical Systems. His unique and widely acclaimed experience of Chemical Systems applications continues to be of immeasurable value to the operations of Vitafoam and some of its subsidiaries with exciting prospects of enhanced technical proficiency and competitiveness. Mr. Silva, a Brazilian was appointed to the Board of the Company with effect from 1stOctober 2017.

Mr. Achike Charles Umunna obtained a bachelor's degree in law (LL.B) from the University of Nigeria, Nsukka in 1982, graduated from the Nigerian Law School in 1983 and obtained a Master's Degree (LL.M) from the University of Lagos in 1985. A Knight of the Catholic Church, Mr. Umunna is a fellow of the Nigerian Institute of Management Consultants (NIMC) and a fellow of the Chartered Institute of Arbitration (United Kingdom). He also holds a certificate in International Arbitration and Investment Law from Roma Tre University, Rome.

Mr. Umunna has been actively engaged in legal practice for over 35 years with experience in both the public and the private sectors. He started his legal career from the then National Assembly, Tafawa Balewa Square, Lagos where he was the Secretary to the Rules and Business Committee of the House of Representatives and later as legal officer with the Ministry of Defence, Defence Headquarters, Lagos. He went into private practice with the law firm of Chuka Okoli and Associates before establishing the firm of Achike Umunna and Associates in 1986. Amongst other fields of practice, Mr. Umunna has acquired expertise in the field of corporate law, maritime, petroleum, international trade laws and practices having worked as legal consultant in China, Bulgaria, Romania, United Kingdom, USA, Germany and Japan. He is a member of the Lagos Chamber of Commerce and Industry. He was first appointed to the Board of the company with effect from 19thDecember 2019 as a Non-Executive Director. He was re-appointed for another term as an Independent Non-Executive Director on 19thDecember 2024.

Mr. Abdul Akhor Bello retired from UAC of Nigeria in 2019 after 30 years in service during which he held various senior management positions such as Group Chief Executive Officer; Group Executive Director/Chief Financial Officer; Managing Director, UPDC Plc; Managing Director, CAP Plc Finance Director/Company Secretary CAP Plc. He brings to Vitafoam, executive and board service experience acquired across a range of businesses including Manufacturing, Financial Services, Pension Fund Administration, Real Estate, Logistics and Quick Service Restaurants sectors.

Mr. Abdul Akhor Bello has served on the Governing Council of the Nigeria Employers Consultative Association, Nigeria-British Chamber of Commerce and the Nigerian Institute of Management. A Fellow of the Institute of Chartered Accountants of Nigeria, Mr. Bello attended Yaba College of Technology, Lagos. He is an alumnus of Oxford University's Advance Management & Leadership Program and has undertaken various local and international development courses.

He was appointed to the Board of the company as an Independent Non-Executive Director with effect from 4thof March 2021.

Mr. Ademola Bolarinde holds a Bachelors of Arts (B.A.) Honours Economics from University of Nottingham, United Kingdom, and M.sc from the prestigious London School of Economics, London, United Kingdom. He has attended the Advanced Management Programme (AMP) of the Lagos Business School, among others. He has extensive knowledge and experience in business development, project start-up, HR and Administration, IT and team building skills, among others.

Mr. Bolarinde has undergone various Management and Leadership Programs and other local and international development courses.

He was appointed to the Board of the Company with effect from 26thof May 2023.

Dr. Olufunke Abiola Davies (nee Adebutu) is a distinguished healthcare leader with over thirty years of experience, marked by her exemplary contributions to healthcare management, clinical practice, and the pharmaceutical industry.

Dr. Davies; medical journey began at the Royal College of Surgeons in Ireland, where she graduated in 1989. She further obtained postgraduate training at the University of Lagos, Nigeria, where she earned a master's degree in pharmacology.

Her professional career in Internal Medicine took her across the Republic of Ireland, the United Kingdom, and the United States, where she gained invaluable experience in diverse healthcare settings. Transitioning to the private sector, Dr. Davies served as a Medical Adviser for Pfizer Products PLC and Glaxo Wellcome Nigeria where she developed a passion for development work, pharmaceutical management and clinical research.

As the CEO of Diamed Centre in Nigeria, Dr.Davies is committed to ensuring high-quality patient care, fostering innovation, and maintaining regulatory compliance. Her leadership has been instrumental in the centre's growth and success, positioning it as a leading healthcare provider in the region. Her significant contributions to the healthcare sector have earned her numerous awards and recognitions including membership of the board of several foundations dedicated to providing health services to the underprivileged.

She was appointed to the Board of the Company with effect from 1stJune 2024.

The Board of Directors of Vitafoam Nigeria PLC is pleased to present the Annual Report, along with the audited financial statements for both the group and the company, for the year ended 30thSeptember 2025.

The Vitafoam Group, comprising Vitafoam Nigeria Plc and its subsidiaries-Vitapur Nigeria Limited, Vitablom Nigeria Limited, Vitavisco Nigeria Limited, Vitafoam Sierra Leone Limited, Vono Furniture Products Limited, and Vitaparts Nigeria Limited-specializes in the manufacturing, marketing, and distribution of flexible and rigid foam products, fibre and textile-based items, furniture, and automotive components across Nigeria and the West African sub-region.

Our integrated operations allow us to serve diverse sectors, including real estate, healthcare, hospitality, agriculture, oil and gas, automotive, and general consumer markets. From foam and spring mattresses to advanced insulation solutions, furniture, and vehicle oil filters, our product ecosystem is engineered to enhance comfort, improve productivity, and elevate the quality of life.

We are committed to remaining the trusted provider of professional, innovative, and high-quality comfort solutions through continuous research, superior manufacturing standards, rigorous quality assurance, and expansive distribution.

1. Inner Core Spring Mattresses

   Our inner core spring mattresses are produced using state-of-the-art Infinity spring technology. The continuous coil architecture enhances firmness, durability, and structural lightness. By combining premium materials-flexible foam, visco-elastic foam, steel coils, felt, and chip foam-we deliver superior comfort and aesthetics. Key brands: Vita Spring Firm, Vita Spring Flex, Vita Divan Bed.

2. Regular Flexible Foams

   Our flexible foam products are segmented to meet the needs of various lifestyles and consumer groups:

   • Early Days Segment: Designed for nursing mothers and infants, offering baby mats, cot mattresses, pillows, feeders, solid chairs, and back supports.

   • Lifestyle Segment: Stylish, trendy, and innovative products such as Vita Sofa Bed, Vita Solid Chair, and Vita Roll.

   • Premium Health Segment: High-quality mattresses and pillows engineered for support and comfort. Popular brands include Vita Supreme, Vita Galaxy, Vita Grand, and Vita Hospital Mattress. Vita Sizzler, an ultra-soft, high-density mattress, combines flexible and reconstituted foam for superior stress relief.

   • Leisure Segment: Portable, flexible, and colourful mats suitable for indoor and outdoor activities.
3. Fibre-Based and Allied Products

   This category features products made from fibre rather than PU foam, including pillows, cushions, duvets, and various textile linens. Notable brands: Jumbo Pillow, Gazelle Pillow, Flip Pillow, Music Pillow, Vita Duvet. Vitablom Nigeria Limited also produces durable scouring sponges in various sizes and shapes.

4. Rigid Foam (Insulation Solutions)

   Led by Vitapur Nigeria Limited, our rigid foam division is strategically positioned to serve the fast-growing insulation market. Vitapur supports key industries-construction, agriculture, oil and gas, pharmaceuticals, and food processing-through advanced insulation systems.

   Vitapur is the first insulation company in Nigeria to earn SON's Integrated Management Systems certifications:

   • ISO 9001:2015 (Quality Management)
   • ISO 14001:2015 (Environmental Management)
   • ISO 45001:2018 (Occupational Health & Safety Management)

     These certifications affirm Vitapur's commitment to high-quality production and safe, eco-friendly processes.

5. System House Project

   In partnership with the UNDP and the Federal Ministry of Environment, Vitapur established Nigeria's pioneering System House, a chemical blending facility for producing pre-blended polyols, prepolymers, and adhesives used in rigid polyurethane foam production.

   The System House strengthens the Group's backward integration strategy by supplying essential inputs for reconstituted foam and laminations. This enables just-in-time procurement, reduces inventory costs, and ensures consistent production efficiency.

6. Visco-Elastic (Memory) Foam Vitavisco Nigeria Limited manufactures high-performance visco-elastic (memory) foam products for the furniture and automotive industries. The company is well aligned with Nigeria's automotive policy, supplying materials for vehicle seats, bumpers, bushings, and other PU-based elastomers. Popular brands: Vitacool, Vitalite, Seat Support, Neck Pillow, among others. New lifestyle and health-support items include lumbar rolls, cervical collars, PU soft desks, seat pads, wedge pillows, leg spacers, and throw pillows.

   Vitavisco has also invested in a plant for Polyethylene Foam Sheets and EPE Pipes, used in insulation, packaging, protective equipment, and industrial applications such as, HVAC duct insulation, Cool bags, Life jackets, Protective suits and Agricultural packaging

7. Furniture Products Vono Furniture Products Limited maintains a strong footprint in household and institutional furniture manufacturing, producing high-quality wood and metal furniture. Working synergistically with the parent company, Vono delivers integrated furnishing solutions to offices, homes, lounges, public institutions, and healthcare environments. Custom solutions are available for both residential and commercial clients.
8. Oil Filters Vitaparts Nigeria Limited began producing spin-on and paper cartridge oil filters in 2021. These products have quickly gained market acceptance due to their reliability and compliance with automotive standards. Vitaparts is becoming a strong player in Nigeria's automotive and industrial aftermarket segment.
9. Expansion into ECOWAS Countries

Vitafoam's expansion into Sierra Leone continues to deliver impressive results, with high-quality local production and successful exports to Guinea and Liberia. Beyond commercial activities, the company collaborates with humanitarian agencies to supply quality mattresses for national welfare and relief programmes. This expansion strengthens Vitafoam's regional footprint and contributes to better living standards across West Africa.

1. TRADING RESULTS

   The financial results for the year ended 30thSeptember 2025 are summarized below:

   	GROUP		COMPANY
   	2025	2024	2025	2024
   	N'000	N'000	N'000	N'000
   Revenue	111,379,338	82,639,888	97,403,303	73,492,246
   Profit/(loss) before taxation	21,480,472	1,145,324	17,493,868	(1,059,811)
   Taxation	(6,943,251)	(193,134)	(5,702,767)	153,300
   Profit/(loss) for the year	14,537,221	952,190	11,791,101	(906,511)
   Non Controlling Interest	1,025,841	592,486
   Profit Retained for the year	14,537,221	952,190	11,791,101	(906,511)

2. DIVIDEND

   The Board has recommended a dividend of N3.752bn representing N3.00 kobo per share to shareholders for declaration at the next Annual General Meeting. The dividend recommended, when approved, is subject to withholding tax at the prevailing rate.

3. FIXED ASSETS

   The sum of N 1,073mn(group) and N 469mn (company) were invested in property plant and equipment during the year to upgrade production facilities. In the opinion of the directors, the market value of property, plant and equipment is not lower than the carrying value in these financial statements.

4. SALES AND MARKETING

   Over the years, Vitafoam has firmly positioned itself as a market leader in the manufacturing and distribution of flexible and rigid foam products in Nigeria. Building on this strong foundation, the company has evolved into a provider of complete sleep solutions, offering a broad spectrum of household bedding (soft furniture) and durable hard furniture. This strategic expansion reflects our commitment to deepening our presence in the comfort and lifestyle industry and advancing our vision to ensure that there is a Vitafoam product in every home.

   Our sales and marketing strategy is anchored on product differentiation, market expansion, exceptional customer service, and consistent service reliability. At the core of our marketing philosophy is the customer-

   understanding their needs, preferences, lifestyles, and evolving expectations. As a trusted brand, quality and value for money remain fundamental to everything we do.

   Through continuous engagement with both existing and prospective customers, we nurture strong brand affinity and long-term loyalty. Our 360-degree communication approach-designed to inform, educate, and engage-ensures widespread visibility and meaningful connection across all customer segments. The positive responses we continue to receive reaffirm our commitment to service excellence and customer satisfaction.

   New Products Introduction:

   Vitafoam's premium pillow-top range (VitaLuxe and VitaHelix) elevates sleep to an entirely new standard. Designed with exceptional bounce, high-resilience foam technology, and elegant quilting, these mattresses offer a plush yet deeply supportive feel that gently contours the body while preserving optimal alignment.

   Engineered to deliver executive comfort without compromise, Vitaluxe and VitaHelix envelop you in cloud-like softness atop a stable, long-lasting core - a perfect fusion of indulgence, innovation, and Vitafoam's signature durability.

   Whether for everyday rejuvenation or a premium sleep upgrade, these pillow-top mattresses represent the ultimate expression of comfort, craftsmanship, and long-lasting performance.

5. RESEARCH AND DEVELOPMENT

   Design and development of innovative products remain central to our long-term growth strategy. In expanding our product portfolio, we combine advanced research with efficient production processes that strengthen our competitive advantage and enhance cost efficiency.

   To stay ahead of the competition, seize emerging opportunities, and reinforce our leadership in the industry, we have invested in a state-of-the-art research laboratory. This facility drives our internal product development efforts and is also open to other industry professionals, promoting collaboration, knowledge sharing, and cross-sector innovation.

   Aligned with our sustainability agenda, our R&D framework now incorporates a comprehensive recover, reuse, and recycle plan. This approach enables us to minimise waste, optimise raw material utilisation, and embed circular economy

   principles into our operations. By integrating innovation with sustainability, we are not only improving operational efficiency but also driving productivity, reducing environmental impact, and shaping a more resilient future for the business.

6. DONATIONS AND CHARITABLE GIFTS

   The following donations were made during the year ended 30 September 2025:

   
   
   
7. HUMAN RESOURCES MANAGEMENT

   The company places a strong emphasis on the efficient management of its human resources as a foundation for achieving excellent performance. Its strategy focuses on attracting and retaining highly motivated and talented personnel across all functions to ensure sustainable growth and development. To maintain a productive work environment, several key strategic initiatives have been adopted, including:

   1. Group Synergy: As part of cost-effective approach to Human Capital Development, the group structure has provided a platform for shared services and synergy in our operations. Appropriate resources that are available in the group are deployed to achieve optimal results throughout the group.
   2. Talent Acquisition and Retention: The Company prioritizes attracting top talent by offering competitive compensation, career development opportunities, and a supportive workplace culture to foster employee loyalty and long-term retention.
   3. Continuous Training and Development: By investing in the ongoing professional development of its staff, the company ensures that employees stay skilled, adaptable, and prepared to meet the evolving demands of the business.
   4. Employee Engagement: Initiatives aimed at enhancing employee satisfaction, well-being, and involvement in decision-making contribute to a positive and collaborative work environment, boosting morale and productivity.
   5. Performance Management: A clear and transparent performance management system is in place to set goals, track progress, and reward high performance, ensuring alignment between individual and organizational objectives.
   6. Workplace Innovation and Collaboration: Encouraging innovation, teamwork, and cross-functional collaboration supports problem-solving and drives creativity, keeping the company competitive and agile in a dynamic market.

      By adopting these strategic initiatives, the company fosters a motivated workforce that plays a key role in driving its long-term success.

8. CORPORATE GOVERNANCE REPORT

   The company's business is driven by a collective commitment to a culture of integrity, accountability, and transparency. We conduct our operations in strict accordance with high moral and ethical standards, while adhering to all relevant laws and regulations. Our goal is to remain a responsible and responsive corporate entity, dedicated to ensuring healthy and comfortable living for our customers. At the same time, we aim to make a positive contribution to the overall growth and development of the country, through sustainable practices, innovation, and community engagement. This commitment reflects our desire to create long-term value for all stakeholders while upholding the highest standards of corporate responsibility.

   The Board of Directors

   The Board of Vitafoam Nigeria plc is responsible for ensuring compliance with good corporate governance practices and statutory enactments guiding business operations. The Board formulates policies that ensure strict adherence to operational ethics. It requests and scrutinizes information regarding internal control systems, risk exposures and relevant developments within the operating environment. The Board, through its various committees, ensures that credible and reliable accounting records are maintained which disclose at any time, the financial status of the company and ensure that the company's accounts comply with the provisions of Companies & Allied Matters Act, Laws of the Federation of Nigeria, 2020 and the standards set by the Financial Reporting Council of Nigeria. The Board is also responsible for safeguarding the company's assets by taking reasonable steps to ensure the prevention and detection of fraud and other irregularities.

   Composition of the Board, Appointment and Training

   At the date of this report, the Board consists of eleven Directors: Six Non-Executive and five Executive Directors. In line with global best practice, the position of the Chairman is distinct from that of the Group Managing Director. The

   profile of the Board of Directors, comprising distinguished individuals with diverse skills and competences in different areas of the company's business continually ensures the attainment of corporate objectives. The present mix and composition of the Board allows for broad and objective evaluation of policy framework for effective implementation of company strategy.

   New Directors are selected through carefully articulated selection guidelines that place emphasis on integrity, skills and competencies relevant to the company's goals and aspirations. The Nomination and Governance Committee is assigned the responsibility for identifying individuals with track-record of outstanding achievement and potentials for value enhancement. Recommendations of the Committee are subsequently subjected to further scrutiny and deliberation by the entire Board before arriving at a decision. A newly appointed Director is made to undergo an induction and training program within and outside the company to equip him/her with requisite knowledge and information for excellent performance as a director.

   To keep abreast with developments in corporate practice and ensure quality participation in Board activities, existing Directors are made to attend periodic trainings on corporate governance and good business practice.

   The Role of the Board

   The responsibilities of the Board include the following:

   • Formulation and implementation of strategic policies

   • Ensuring the integrity of the Company's accounting and financial reporting systems.

   • Evaluation of the Company's risk profile and framework and ensuring alignment with the overall business growth and direction.

   • Review and monitoring of expenditure, budgetary planning and controls and financing strategies through the committee on risk and finance

   • Review periodically the effectiveness and adequacy of internal control systems and processes.

   • Periodic review and evaluation of actual business performance and the state of the Company

   • Instituting and implementing policies on succession planning, appointment, training and remuneration of Directors and senior management

   • Review of reports of Board committees and ratifying their decisions

   • Maintaining communication and acceptable interaction with shareholders

   • Ensuring compliance with applicable laws, regulations and code of business practice

   • Approve plans for general business growth and expansion.

   Board Meetings

   The Board met four (4) times during the 2024/2025 financial year. The register of the Directors' attendance at Board meetings during the year is available for inspection at the Annual General Meeting in accordance with S.284 (2) of the Companies and Allied Matters Act 2020. The following is the list of the Directors and their attendance at the Board meetings:

   DIRECTORS	19/12/24	6/3/2025	15/05/25	11/9/2025
   Mr. Zakari Sada	✓	✓	✓	✓
   Mr. Taiwo A. Adeniyi	✓	✓	✓	✓
   Mr. Bamidele. S. Owoade	✓	✓	✓	✓
   Mr. Joseph. Alegbesogie	✓	✓	RTD	RTD
   Mr. Gambo Dahiru	✓	✓	✓	✓
   Mr. Olaoluwa Ogunfeyitimi	✓	✓	✓	✓
   Mr. Achike Charles Umunna	✓	✓	✓	✓
   Mr. Gerson P. Silva	✓	✓	✓	✓
   Mr. Abdul Akhor Bello	✓	✓	✓	✓
   Mr. Ademola Bolarinde	✓	✓	✓	✓
   Dr. (Mrs). Olufunke A. Davies	✓	✓	✓	✓

   Keys

   ✓ =Present Rtd= Retired

   Board Committees

   The Board discharges its responsibilities through the Risk, Finance & General Purposes Committee, Establishment & Remuneration Committee and the Nomination & Governance Committee. To ensure objective and balanced consideration of issues, each of the Committees is chaired by a Non-Executive Director. The Committees operate within set guidelines and terms of reference approved by the Board of Directors. The following is the composition of the committees and records of attendance at the meetings:

   1. Risk, Finance and General Purposes Committee

      The Committee was chaired by Mr. Abdul A. Bello an Independent Non-Executive Director and met four times during the year. The table below shows the list and attendance of members at the meetings:

      Directors	29/10/24	28/1/25	29/04/25	25/07/25
      Mr. A.A. Bello	✓	✓	✓	✓
      Mr. Taiwo Adeniyi	✓	✓	✓	✓
      Mr. A.C. Umunna	✓	✓	✓	✓

      Keys

      ✓ = Present

   2. Establishment & Remuneration Committee

      At the time of this report, the Committee comprised three Non-Executive Directors with Mr. A.C. Umunna as the Chairman. Other members are Mr. Gerson Silva and Dr. Abiola Davies. The Committee met once during the year as below:

      Directors	26/09/25
      Mr. Achike c. Umunna	✓
      Mr. Gerson P. Silva	✓
      Dr. Abiola O. Davies	✓

   3. Nomination & Governance Committee

      At the date of this report, the Committee comprised two Non-Executive Directors. It is chaired by Mr. Ademola Bolarinde a Non-Executive Director. The Committee did not meet during the year.

   4. Audit Committee

   In compliance with Section 404 of the Companies and Allied Matters Act, 2020, the Company has a standing Audit Committee comprising two representatives of

   Directors nominated by the Board and three representatives of shareholders elected at the previous Annual General Meeting. All the members are equipped with relevant skills and experience for analyzing basic financial statements and making informed judgments. The Audit Committee's terms of reference include the statutory functions stipulated in Section 404(7) of the Companies & Allied Matters Act, 2020 and the Code of Corporate Governance. The Committee was chaired by Comrade S. B. Adenrele and the Company Secretary served as the Secretary to the Committee.

   The Committee met four (4) times during the financial year and some of the meetings were attended by representatives of PricewaterhouseCoopers (PwC), the External Auditors. The following is a list of members of the Committee and their attendance at the meetings:

   Members	18/12/24	28/01/25	25/04/25	25/07/25
   Com. S.B. Adenrele	✓	✓	✓	✓
   Rev. I.O. Elushade	✓	✓	✓	✓
   Alhaji Gbadebo Olatokunbo	✓	✓	✓	✓
   Mr. Ademola Bolarinde	✓	✓	✓	✓
   Mr. Abdul A. Bello	✓	✓	✓	✓

   Key

   ✓ =Present

   Management

   The daily running of the business is vested in the Executive Management Committee led by the Group Managing Director/CEO, supported by the Executive Directors and Heads of Departments. The Executive Committee holds a weekly meeting to evaluate performance of the various aspects of the Company's operations and make policy decisions in line with Board directives. The Committee sets targets for the execution of tasks and monitors compliance with such targets. The minutes of the meetings of the Committee are properly maintained at the secretariat. In addition, a monthly meeting of extended management (management committee members and functional Heads of sub-units) is held to review the performances of the various units and also to plan activities for the upcoming month.

   To ensure effective coordination of activities of subsidiaries and associated companies within the group, a monthly group business review meeting is held where reports of operations of each member are peer reviewed and extensively discussed. The forum ensures that group synergy is optimized for steady organic growth of the group. Group strategy session is held at the beginning of the financial year to review performance and plot growth strategy for the year.

   Effectiveness of Internal Control

   Management is responsible to the Board for implementing and monitoring internal control processes in all aspects of the company's business on day-to-day basis. The deployment of Sage ERP X3 has continued to ensure that control breaches are considerably checked. The system, with inbuilt safeguards, ensures the integrity and reliability of financial information generated on a continual basis. Audit of the process is carried out periodically to ensure continued effectiveness and relevance to business scope and direction. The current internal control system of the company is reviewed periodically in line with the company's growth and the dynamics of the business environment. The system is effective and adequate for the company's business and in line with standard practice.

   Compliance with the code of corporate governance

   The company's level of compliance with the code of corporate governance in the 2024/2025 financial year was adequate and satisfactory. During the financial year, required statutory returns were submitted to the Securities & Exchange Commission (SEC), the Nigerian Exchange Limited and other regulatory bodies while appropriate disclosures concerning the business are made available periodically as required by relevant laws and regulations.

   In line with the SEC's policy on discontinuance of dividend warrants, Shareholders are enjoined to open e-dividend accounts by filling the e-dividend mandate form attached to the annual report, stamp with their respective banks and send to Meristem Registrars Limited.

9. SUSTAINABILITY REPORT

Sustainability is the foundation of enduring corporate success and stands out as one of the core values of the company. Sustainability promotes consistency of vision, actions and processes while ensuring that systems are entrenched and allowed to run seamlessly. Sustainability is our approach to responsible corporate activities, environmental care and Health and Safety at the workplace. Here is a summary of what we have done across these key areas.

Vitafoam Nigeria Plc's environmental policy demonstrates its commitment to sustainable practices and adherence to environmental regulations. The company ensures that it meets national, state, and internal environmental policies, regulations, and laws pertinent to its sector. Vitafoam actively monitors its environmental impact through regular checks and assessments in accordance with its Environmental Management policies and regulations.

The company also conducts Environmental Impact Assessments (EIA) for new projects, evaluating potential environmental effects before implementation. For ongoing operations and established projects, Vitafoam carries out Environmental Audits, develops Environmental Management Plans (EMP), and implements Environmental Compliance Monitoring to ensure consistent adherence to environmental standards and regulations. This proactive approach underscores the company's dedication to environmental sustainability and regulatory compliance in its operations.

Vitafoam Nigeria Plc places a strong emphasis on maintaining a robust Occupational Health and Safety (OHS) management system and environmental performance, ensuring continuous improvement and compliance through both internal and external audits. These audits and validations help assess the effectiveness of the company's health, safety, and environmental procedures.

Our Health, Safety, and Environment (HSE) Manager oversees all HSE matters. This includes the coordination and timely analysis of environmental data, ensuring that all health, safety, and environmental concerns are promptly addressed.

Vitafoam Nigeria Plc's Environmental Management Plan incorporates a series of proactive measures designed to mitigate, monitor, and manage environmental and social impacts at its operational sites. The company's approach aims to ensure that adverse environmental impacts are reduced to acceptable levels through sustainable practices.

Key Areas of Environmental Management:

1. Energy Management

   The primary energy source is the national grid operated by the Transmission Company of Nigeria, with diesel-powered generators installed as backups across various operational

   sites in Ikeja, Jos, Aba and Kano. These generators are routinely maintained by certified energy management contractors to ensure efficiency.

2. Air Quality Management

   Foam blowing processes emit hazardous volatile compounds like acetic acid and oxides. Vitafoam has implemented several measures to minimize these emissions:

   • Exhaust gases are filtered through fume extractors and activated carbon filters before being discharged

   • Smoking and waste incineration are prohibited across all operational sites.

   • Dust levels are reduced through extractor fans installed within operational facilities.

   • Relevant personal protective equipment (PPE) such as rubber gloves, face masks, and safety shoes are worn by staff to minimize exposure to occupational risks.

3. Noise and Vibration Management

   • Installation of silencers on air compressors and blowers.

   • Equipment is mounted on vibration isolating platforms and rubber mats to reduce noise and vibrations.

   • Air conditioning systems, fans, and ventilation systems are fitted with noise-proof ducting and acoustically designed openings.

   • Service Level Agreements (SLAs) are in place for regular maintenance of generators, air compressors, and air conditioners.

4. Water Management

   • Water for the factories is sourced from boreholes, with drinking water treated by a portable water treatment plant.

   • The water is used for both drinking and general cleaning, ensuring safe and efficient water usage.

5. Waste Management

   • Waste generation mainly comes from ancillary activities such as kitchen wastes, sanitary wastewater, and cleaning activities. Foam production, being a dry process, does not generate wastewater.

   • Foam scraps, which constitute 98% of solid waste, are recyclable and are sent to foam recycling plants located in Lagos and Jos for reuse in orthopaedic and hospital mattress production.

   • Polyethylene films are also collected and sold to third-party recyclers

   • Non-recyclable wastes are handled by certified local waste management contractors for proper disposal.

6. Waste Oil Storage and Management

   • Waste oils from servicing generators and compressors are carefully managed through SLAs with certified contractors.

   • Salvaged oils are reused as mold degreasers in batch foaming operations, ensuring responsible waste management.

7. Chemical Storage and Management

   • Chemicals used in production are stored in dedicated areas and handled in compliance with regulatory guidelines and Material Safety Data Sheets (MSDS).

   • This ensures safe handling and reduces the risk of chemical accidents.

8. Fire Safety

   • All factories are equipped with standard fire detection, fire protection and suppression gadgets.

   • Smoke and heat detectors, hose reels, automatic sprinkler systems, and fire hydrants are strategically installed for rapid response in case of fire emergencies.

   • Fire extinguishers are also available at marked fire points for emergency use.

Vitafoam's commitment to a comprehensive environmental management plan reflects its dedication to minimizing environmental impacts, enhancing sustainability, and complying with both local and international environmental regulations. Through these efforts, the company is ensuring the responsible management of resources and the protection of both the environment and the health of its workers.

• Health- Over the years the company has continued to give material support to maternity homes, orphanages, general hospitals etc. Worthy of note is the yearly Vitafoam's First baby of the year initiative by which the company donates products