GENERAL COPERATE INFORMATION

Company registration number

RC 1193879

Board of Directors

Abdul Samad Rabiu CFR, CON Nigerian Chairman

Yusuf Haliru Binji Nigerian Managing Director/Chief Executive Officer
Jacques Piekarski Swiss Chief Finance Officer
Kabiru Rabiu Nigerian Non-Executive Director
Chimaobi Madukwe Nigerian Non-Executive Director
Finn Arnoldsen Norwegian Non-Executive Director
Shehu Abubakar Nigerian Independent Non-Executive Director
Khairat A. Gwadabe Nigerian Independent Non-Executive Director

Acting Company secretary

Hauwa Satomi (Mrs.)

32, Churchgate Street
Victoria Island
Lagos

Registered office

32 Churchgate Street
Victoria Island Lagos

Plant locations

Km 164 Benin-Okene Expressway

Okpella
Edo State

Km 10 Kalambaina Road
Sokoto State

Independent auditor

PricewaterhouseCoopers
(Chartered Accountants)
Landmark Towers
5B Water Corporation Road
Victoria Island
Lagos

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OPERATING FINANCIAL REVIEW

The Board of BUA Cement PLC (the company or BUA cement) is pleased to present the

corporate governance report, which provides insight into the company’s governance structure as

well as its compliance with the relevant corporate governance codes guiding good corporate

governance practices in Nigeria. This report pertains to the principal activities of the Company

for the 2022 financial year.

BUA Cement recognizes that a sound corporate governance culture is central to

maintaining the trust and confidence placed in the Board by the shareholders, customers,

suppliers, employees, regulators and the entire public. This also ensures delivery of long- term

share value and consistent good returns on investment. As part of the company’s growth strategy,

strong governance framework is in place to safeguard the shareholder investment. The Board is

the main driver of the company corporate governance practices and has established a governance

framework (Board Charter, Board committee’s Charters and other Governance Policies) in line

with international best global practices, relevant Codes of Corporate Governance and the post

listing requirements of the Nigerian Exchange Group.

BUA cement corporate governance processes and policies are founded on the pillars of

accountability, efficiency and effectiveness, fairness, responsibility, transparency and

independence. The company governance structure ensures that Managers at every level are held

accountable and stakeholder views are taken seriously. To ensure good corporate governance

practices, the Company continues to review its governance processes from time to time to align

with the various applicable local legislation and international best practices.

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CHAIRMAN’S STATEMENT

Welcome, distinguished Shareholders, Board members, representatives of regulatory

bodies present, Ladies and Gentlemen, welcome to the 2nd Annual General Meeting and the

presentation of the Annual Report and Accounts for BUA Foods Plc (BUA Foods) for the 2024

financial year.

Building on the successful merger of our different businesses in 2023, we achieved

greater synergies and efficiency within the year which resulted in a 30.9% growth in our profit

after tax.

Despite the effects of global supply chain disruptions caused by the Russian- Ukraine conflict and

floods impacting most states of the country, we continued to intensify our effort in creating value

and expanding our capabilities across all operating divisions, of particular mention is the

commencement of commercial production of our Rice operations.

With over three decades of experience, value creation through the provision of high-

quality products has remained our core objective while maintaining a sustainable and positive

impact on our stakeholders drives our operational growth.

We are passionate about feeding and nourishment; our products are currently distributed

nationwide and we continue to expand our frontiers across several dimensions.

We also remain conscious of the heightened and growing global focus on sustainability and the

greater integration of these principles into every aspect of the business. Diverse steps have been

taken to further entrench sustainability principles to enable us deepen our Environmental, Social

and Governance (ESG) impact as a business.

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REPORT OF THE DIRECTORS

The Directors are pleased to present their annual report together with the financial statements

of BUA Cement Plc ("the Company") for the year ended 31 December 2024.

1. LEGAL FORM

BUA Cement Plc was incorporated as a limited liability company on 30 May 2014 and

commenced business in August 2015. The Company was converted from a private limited

liability company to a public limited liability company on 16 May 2019, as a prelude to a scheme

of merger. The Company merged with the defunct Cement Company of Northern Nigeria Plc in

a scheme of merger on 23 December 2019 and was listed on the Nigerian Stock Exchange on 9

January 2020.

2. PRINCIPLE ACTIVITIES

The principal activities of the Company are manufacturing and sale of cement to the general

public.

3. RESULT FOR THE YEAR

The company’s results for the year ended 31 December 2023 are set out above. The profit

for the year has been transferred to retained earnings. The summarized results are presented

below:

31 December 31 December
2023 2022
N N
Revenue from contracts with customers 360,989,105 257,327,091
Profit before tax 120,154,050 102,873,325
Income and deferred tax expense (19,143,424) (12,794,314)
Profit after tax 101,010,626 90,079,011

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REPORT FOR AUDIT COMMITTEE
The Audit Committee is pleased to present this report for the financial year ended 31

December 2022 in compliance with Section 404 (7) of the Companies and Allied Matters Act

2020. The Committee has the oversight responsibility for the Company's financial

statements.

The Audit Committee is an independent statutory committee appointed by the shareholders and

the board. The committee performs its functions on behalf of BUA Cement Plc.

AUDIT COMMITTEE TERMS OF REFERENCE

The Audit Committee has adopted a formal term of reference as contained in its charter

that has been approved by the board of Directors. The committee has conducted its affairs in

compliance with its terms of reference and has discharged its responsibilities contained therein.

It reports its findings to the Board and the Shareholders at the Annual General Meeting.

The Committee comprises of three shareholders, one of whom chairs it, and three Non-

Executive Directors nominated by the Board and meet quarterly or whenever the need arises.

The Audit Committee meets at least four times per annum, with authority to convene

additional meetings, as circumstances require.

Executive Directors, external auditors, internal auditors, financial management and

other assurance providers attend meetings by invitation only.

ROLES AND RESPONSIBILITIES

The Audit Committee carried out its functions through the attendance of Audit

Committee meetings and discussions with executive management, internal audit and external
5
auditors.

STATUTORY DUTIES

The Audit committee’s role and responsibilities include statutory duties as stipulated by the

companies and Allied Matters Act and further responsibilities assigned to it by the Board.

The Audit Committee is satisfied that it has complied with its legal, regulatory and other

responsibilities.

EXTERNAL AUDITOR APPOINTMENT AND INDEPENDENCE

In terms of the provisions of the Companies and Allied Matters Act, the Audit

Committee has satisfied itself that the external auditor, PricewaterhouseCoopers, is

independent of the Company and has ensured that the appointment of the auditor complied

with the Companies and Allied Matters Act and any other legislation relating to the

appointment of auditors.

The Committee, in consultation with executive management, agreed to the engagement letter,

terms, audit plan and budgeted fees for the year ended 31 December 2024.

FINANCIAL STATEMENTS AND ACCOUNTING PRACTICES

The Audit Committee has reviewed the accounting policies and the financial statements

of the Company and is satisfied that they are appropriate and comply with the International

Financial Reporting Standards, the Companies and Allied Matters Act and the Securities and

Exchange Commission listing requirements.

INTERNAL FINANCIAL CONTROLS

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 The Audit Committee has overseen a process by which internal audit performed an

assessment of the effectiveness of the system of internal control, including internal financial

controls. The Audit Committee is satisfied with the effectiveness of company’s internal financial

control.

DUTIES ASSIGNED BY THE BOARD

In addition to the statutory duties of the Audit Committee, as reported above, the Board

of Directors has determined further functions for the audit committee to perform. These

functions include the following:

(i) Going concern

The Audit Committee reviews the going concern status of the Company at each meeting

and makes recommendations to the Board.

(ii) Governance of risk

The Audit Committee fulfills an oversight role regarding financial reporting risks,

internal financial controls, fraud risk as it relates to financial reporting and information

technology risks as it relates to financial reporting.

(iii) Internal audit

The Audit Committee is responsible for ensuring that the internal audit

function is independent and has the necessary resources, standing and authority within

the Company to enable it to discharge its duties.

The Audit Committee considered and recommended the internal audit charter for

approval by the Board. The internal audit function’s annual audit plan was approved by

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 the Audit Committee.

(iv) Evaluation of the expertise and experience of the Chief Financial Officer and finance

function

The Audit Committee has satisfied itself that the Chief Financial Officer has appropriate

expertise and experience.

The Audit Committee has considered, and has satisfied itself of the appropriateness of the

expertise and adequacy of resources of the finance function and experience of the senior

members of management responsible for the financial function.

STATEMENT OF THE ACCOUNTING POLICIES

The following are the significant accounting policies adopted by the company in the

preparation of its Financial

Statements.

1. BASIS OF PREPARATION

These Financial Statements have been prepared in compliance with IAS 34 Interim

Financial Reporting and relevant International Financial Reporting Standards (IFRSs) as issued

by the International Accounting Standards Board (the IASB).

These Financial Statements were prepared under the historical cost convention. The

principal accounting policies applied in the presentation of the Financial Statements are set out

below. These policies have been applied to all the periods presented except for the adoption of

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new accounting policies.

2. REVENUE

Revenue is measured at fair value of the consideration received or receivable net of

value added tax, excise duties, returns, customer discounts, and other sales related discounts.

Revenue from the sale of products is recognized in profit or loss when the contract has been

approved by

both parties, rights have been clearly identified, payment terms have been defined, the contract

has commercial substance and collectability has been ascertained as probable. Collectability of

customers’ payment is ascertained from the customers’ historical records, guarantees provided,

and advance payments made, if any.

The five steps recognition process for revenue is listed below:

• identify the contract with a customer

• identify the performance obligation in the contract

• determine the transaction price

• allocate the price to the performance obligation

• recognize revenue.

3. COST OF GOODS SOLD

These are the costs of internally produced goods sold. The cost of internally produced

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goods includes directly attributable costs such as: the costs of direct materials, direct labor, and

energy costs, as well as production overheads, including depreciation of production facilities.

The costs of goods sold include write downs of inventories, where necessary.

4. SELLING AND DISTRIBUTION EXPENSES

Comprises the cost of marketing, cost of organizing the sales process and distribution.

5. FOREIGN CURRENCY

Items included in the financial statements of the Company are measured using the

currency of the primary economic environment in which they operate ('the functional currency').

The functional currency and presentation currency of the Company is the Nigerian Naira (N).

Foreign currency transactions are translated into the functional currency using the exchange rates

prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from

settlement of foreign currency transactions, and from the translation of exchange rates of

monetary assets and denominated in currencies other than the Company's functional currency are

recognized in the foreign exchange gain or loss in profit or loss.

6. FINANCIAL INSTRUMENTS

Financial instruments represent the Company's financial assets and liabilities. Financial

assets and financial liabilities are recognized in the Company's statement of financial position,

when the Company becomes a party to the contractual provisions of the instrument. These

instruments are typically held for liquidity, investment, trading, or hedging purposes. All

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financial instruments are initially recognized at fair value plus directly attributable transaction

cost except those carried at fair value through profit or loss, where transaction cost is recognized

immediately in profit or loss.

Financial instruments are recognized (derecognized) on the date the Company commits to

purchase (sell) the instruments (trade date accounting). Financial assets include trade and other

receivables, cash and bank balances and certain other assets.

Financial liabilities include term loans, bank overdraft, trade and certain other liabilities.

The Company classifies its financial assets into one of the categories discussed below, depending

on the purpose for which the asset was acquired. The Company has not classified any of its

financial assets as held to maturity.

SUBSEQUENT MEASUREMENT

Subsequent to initial measurement, financial instruments are measured either at fair value

or amortized cost, depending on their classifications below. The Company's accounting policy

for each category is as follows:

FINANCIAL ASSETS

i. Trade and Other Receivables

These assets are non-derivative financial assets with fixed or determinable payments that are

not quoted in an active market. They arise principally through the provision of goods and

services to customers, but also incorporate other types of contractual monetary assets. They are

initially recognized at fair value plus transaction costs that are directly attributable to their

acquisition or issue, and are subsequently carried at amortized cost using the e ffective interest

rate method, less provision for impairment.

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 Impairment provisions are recognized when there is objective evidence (such as significant

financial difficulties on the part of the counterparty of default or significant delay in payment)

that the Company will be unable to collect all of the amounts due under the terms receivable, the

amount of such a provision being the difference between the net carrying amount and the present

value of the future expected cash flows associated with the impaired receivable.

For trade receivables which are reported net, such provisions are recorded in a separate

allowance account with the loss being recognized within administrative expenses in the

statement of comprehensive income. On confirmation that the trade receivable will not be

collectable, the gross carrying value of the asset is written off against the associated provision.

ii. Cash and Cash Equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short

term highly liquid investments with original maturities of three months or less that are readily

convertible to a known amount of cash.

IMPAIRMENT OF FIANCIAL ASSETS CARRIED AT AMORTISED COST.

The Company assesses on each reporting date whether there is objective evidence that

trade and other receivables are impaired. Trade and other receivables are impaired if objective

evidence indicates that a loss event has occurred after initial recognition and that loss event has a

negative effect on the estimated future cash flows of the receivables that can be estimated

reliably. Criteria used by the Company in determining whether there is objective evidence of

impairment include:

• known cash flow difficulties experienced by the customer,

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 • a breach of contract, such as default or delinquency in repayment for goods and service,

• breach of credit terms or conditions and,

• it is becoming probable that the customer will enter bankruptcy or other financial

reorganization.

FINANCIAL LIABILITIES

These include the following items:

i. Bank borrowings

Bank borrowings are initially recognized at fair value, net of any transaction costs incurred.

Borrowings are subsequently carried at amortized costs; any di fference between the proceeds

(net of transaction costs) and the redemption value is recognized in the profit or loss over the

period of the borrowings using the effective interest method.

General and specific borrowing costs directly attributable to acquisition, construction, or

production of qualifying assets, which are assets that necessarily take a substantial period to get

ready for their intended use or sale, are added to the cost of those assets, until such time as the

assets is substantially ready for their intended use or sale. All other borrowing costs are

recognised in profit or loss in the period in which they are incurred.

ii. Trade payables and other short-term monetary liabilities

These are initially recognised at fair value and subsequently carried at amortised cost using

the effective interest method.

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FAIR VALUE

Fair value is the amount for which an asset could be exchanged, or a liability settled

between knowledgeable, willing parties in an arm's-length transaction. The best evidence of the

fair value of a financial instrument on initial recognition is the transaction price, i.e., the fair

value of the consideration paid or received, unless the fair value is evidenced either by

comparison with other observable current market transactions in the same instrument, without

modification or repackaging or based on valuation techniques such as, discounted cash flow

models and option pricing models whose variables include only data from observable markets.

When such valuation models with only observable market data as inputs or the

comparison with other observable current market transactions in the same instrument indicate

that the fair value differs from the transaction price, the initial difference will be recognised in

the profit or loss immediately. The Company does not have any financial instrument (derivatives,

etc.) that warrant such valuation method.

DERECOGNITION OF FINANCIAL INSTRUMENTS

Financial assets are derecognized when the contractual rights to receive cash flows from

the financial assets have expired or where the Company has transferred its contractual rights to

receive cash flows on the financial asset such that, it has transferred substantially all the risks and

rewards of ownership of the financial asset. Any interest in transferred financial assets that is

created or retained by the Company is recognised as a separate asset.

Financial liabilities are derecognized when they are extinguished, i.e., when the

obligation is discharged, cancelled, or expires. Where an existing financial liability is replaced by

another from the same party on substantially different terms, or the terms of an existing financial

liability are substantially modified, such an exchange or modification is treated as a

14
derecognition of the original liability and the recognition of a new liability, with the difference in

the respective carrying amounts being recognised in profit or loss.

OFFSETTING OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Financial assets and liabilities are offset, and the net amount is reported in the statement

of financial position when there is a legally enforceable right to offset the recognised amounts,

and there is an intention to settle on a net basis or realize the asset and settle the liability

simultaneously.

The legally enforceable right is not contingent on future events and is enforceable in the

normal course of business, and in event of default, insolvency or bankruptcy of the Company or

counterparty.

7. RETIREMENT BENEFITS

The Company operates two defined benefit schemes for its employees: Defined

Contribution Scheme and Defined Benefit Scheme. The defined pension contribution plan is

based on a percentage of pensionable earnings funded through contributions from the Company

(10%) and employees (8%). The Fund is administered by the pension fund administrators.

Contributions to this Plan are recognised as an expense in the profit or loss in the periods during

which services are rendered by employees.

Defined benefit schemes also referred to as employee end of service gratuities are regarded as

post-employment benefits.

8. INTANGIBLE ASSETS

LICENSES

Licenses are shown at historical cost. They have a finite useful life and are subsequently

15
carried at cost, less accumulated amortization and impairment losses.

SOFTWARE

Cost associated with acquiring software programs are capitalized at historical cost. They

have a finite useful life and are subsequently carried at cost less accumulated amortization and

impairment losses.

EXPLORATION ASSETS

Exploration assets are carried at cost, less accumulated amortization and impairment

losses. The accumulated capitalized costs from exploration assets are amortized using straight-

line method. The Company also amortizes other intangible assets with a limited useful life using

the straight-line method over the following periods:

Useful life (years)

Exploration asset 7-40
Licenses 2-5
Software 3

9. CURRENT TAXATION

The tax for the period comprises current, education and deferred taxes. Tax is recognised

in profit or loss, except to the extent that it relates to items recognised in other comprehensive

income or directly in equity. In this case, the tax is recognised in other comprehensive income or

directly in equity, respectively.

10. DEFERRED TAXATION

Deferred tax is recognised where the carrying amount of an asset or liability in the

statement of financial position differs from its tax base. Recognition of deferred tax is restricted

to those instances where it is probable that taxable profit will be available against which the

16
difference can be utilized. The amount of the asset or liability is determined using tax rates that

have been enacted or substantively enacted by the reporting date and are expected to apply when

the deferred tax liabilities / (assets) are settled / (recovered).

11. DIVIDENDS

Dividends are recognised when they become legally payable. Dividend distribution to the

Company's shareholders is recognised as a liability in the Company's financial statements in the

period in which the dividend is approved by the Company's shareholders at the Annual General

Meeting (AGM) or when paid.

12. PROPERTY, PLANT AND EQUIPMENT

All property, plant and equipment are stated at historical cost, less depreciation and any

accumulated impairment losses. Historical cost includes expenditure that is directly attributable

to the acquisition of the items.

Subsequent costs are included in the assets carrying amount or recognised as a separate

asset, as appropriate only when it is probable that future economic benefits associated with the

item to the Company and the cost can be measured reliably. The carrying amount of any

component accounted for as a separate asset is derecognized when replaced. All other repairs and

maintenance costs are charged to the profit or loss during the financial period in which they are

incurred.

Capital work in progress is not depreciated. Depreciation of assets commences when

assets are available for use. Depreciation on other assets is calculated using straight-line method

17
over their expected useful economic life as follows:

Useful life (years)

Land Not depreciable
Quarry Equipment 6 - 25
Buildings 30 - 50
Plant and Machinery 3 - 40
Furniture and Fittings 5
Tools and Laboratory equipment 5
Trucks 4
Computer and Office Equipment 5
Motor Vehicles 4
Construction Work in Progress Not depreciable

These assets residual values and useful lives are reviewed and adjusted if appropriate at

the end of the reporting year. Property, plant, and equipment are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount may not be

recoverable. An impairment loss is recognised for the amount by which the asset's carrying

amount exceeds its recoverable amount. The recoverable amount is the higher of the estimated

selling price in the ordinary course of business less cost to sell and value in use. Impairment

losses and reversal of previously recognised impairment losses are recognised within

administrative expenses in profit or loss.

An item of property, plant and equipment is derecognized upon disposal or when no

further future economic benefit is expected from its use or disposal. Gains or losses on disposal

are determined by comparing the proceeds with the carrying amount and are recognised within

other income or other expenses (net in profit or loss).

Quarry exploration and evaluation expenditures are accounted for using the successful

efforts method of accounting. Costs are accumulated on a quarry-by-quarry basis. Geological and

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geophysical costs are expensed as incurred. Costs directly associated with quarry and exploration

are capitalized until the determination of minable reserves is evaluated. If it is determined that

commercial discovery has been achieved, these costs are charged as expenses.

Capitalization is made with property, plants and equipment or intangible assets according to the

nature of the expenditure. Once commercial reserves are found, exploration and evaluation assets

are tested for impairment and transferred to development tangible or intangible assets. No

depreciation and/or amortization is charged during the exploration and evaluation period.

13. INVENTORIES

Inventories are stated at the lower of cost and net realisable value after providing for any

obsolescence and damage determined by the management. Costs are those expenses incurred in

bringing each product to its present location and condition, which are computed as follows:

• Raw materials, spare parts, and consumables: Actual costs include transportation,

handling charges and other related costs

• Work in progress and finished goods: Cost of direct materials, direct labor and other

direct cost-plus attributable overheads based on standard costing

• Finished Goods: Direct cost plus all production overheads.

Inventories are initially recognised at cost, and subsequently at the lower of cost and net

realisable value. Cost comprises all costs of purchase, costs of conversion and other costs

incurred in bringing inventories to their present location and condition. Net realisable value is the

estimated selling price in the ordinary course of business, less estimated costs of completion and

the estimated cost to sell.

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 Allowance is made for excessive, obsolete, and slow-moving items. Write-downs to net

realisable value and inventory losses are expensed in the period in which the write-downs or

losses occur.

14. ELATED PARTY DISCLOSURES

Parties are considered to be related if one party has the ability to control the other party or

exercise significant influence over the other party in making financial and operating decisions.

Related parties include:

i. Entities over which the Company exercises significant influence

ii. Shareholders and key management personnel of the Company

iii. Close family members of key management personnel

iv. Post-employment benefit plan which is for the benefit of employees of the Company

or of any entity that is a related party of the Company.

Key Management team personnel comprise the Board of Directors and key members of the

Management Team having authority and responsibility for planning, directing, and controlling

the activities of the Company.

The Company enters into transactions with related parties on an arm's length basis. Prices for

transactions with related parties are determined using the current market price or admissible

valuation method.

15. BASIC EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the net profit for the year attributable to

equity holders of the Company by the weighted average number of ordinary shares outstanding

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at the statement of financial position date.

16. PROVISIONS

Provisions are recognized when the Company has a present legal or constructive

obligation as a result of a past event, and it is probable that the Company will be required to

settle that obligation and the amount has been reliably estimated.

Provisions for restructuring costs are recognized when the Company has a detailed formal

plan for the restructuring that has been communicated to affected parties. Provisions are not

recognized for future operating losses.

17. BORROWING COSTS CAPITALISED

Borrowing costs that relate to qualifying assets, i.e., assets that necessarily take a

substantial period to get ready for their intended use or sale and which are not measured at fair

value, are capitalized. All other borrowing costs are recognised in profit or loss.

18. RIGHT-OF-USE ASSET

Rights-of-use assets are initially measured at cost comprising of the following:

• the amount of the initial measurement of lease liability

• any lease payments made at or before the commencement date, less any lease

incentives received

• any initial direct costs, and

• restoration costs.

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 The right-of-use and lease liability are presented separately from other non-lease assets

and liability in the statement of financial position.

19. LEASES

The Company primarily leases buildings used as offices and warehouses. The lease terms

are typically for fixed periods ranging from 1 to 2 years but may have extension options as

described below. On renewal of the lease, the terms may be renegotiated.

Contracts may contain both lease and non-lease components. The Company has elected

not to separate lease and non-lease components but instead accounts them as a single lease

component. Lease terms are negotiated on an individual basis and contain different terms and

conditions including, extension and termination options. The lease agreement does not impose

any covenants; however, leased assets may not be used as security for borrowing purposes.

20. SEGMENT REPORTING

Operating segments are reported in a manner consistent with the internal reporting

provided to the chief operating decision maker. The latter, who is responsible for allocating

resources and assessing performance of the operating segments has been identified as the BUA

Cement Leadership Team which comprises of the Board of Directors and other Executive

Officers.

21. GOVERNMENT GRANT

Grants from the government are recognised at their fair value where there is a reasonable

assurance that the grant will be received, and the Company will comply with all attached

22
conditions. Government grants relating to costs are deferred and recognised in profit or loss over

the period necessary to match them with the cost that they are intended to compensate.

22. COMPARATIVE FIGURES

Where necessary, comparative figures with notes have been restated to conform to

changes in presentation in the current year.

23. SECURITIES TRADING POLICY

In compliance with Rule 17.15 Disclosure of Dealings in Issuers' Shares, Rulebook of the

Exchange 2015 (Issuers' Rules), BUA Cement maintains a Security Trading Policy which guides

Directors, Audit Committee members, employees, and all individuals categorized as insiders as

to their dealing in the Company's securities. The policy is periodically reviewed by the Board

and updated. The Company has made specific inquiries from all its directors and other insiders

and is not aware of any infringement of the policy during the period under review.

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2024

UNAUDITED AUDITED
31 Dec 2023 30 June 2024
Notes N N
NON-CURRENT ASSETS
Property, Plant, and Equipment 9 960,207,481,498 803,502,888,000
Right-of-Use Assets 11a 89,430,255 115,627,000
Intangible Assets 10 13,356,623,741 12,821,664,000

Total Non-Current Assets 973,653,535,494 816,440,179,000

CURRENT ASSETS
Inventories 12 133,796,947,851 85,805,780,000
Trade Receivables 13a 198,435,198 63,615,000

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Prepayments and Other Assets 13b 135,518,249,865 84,994,536,000
Due from Related Companies 21 2,263,813,776 3,304,738,000
Cash and ShortTerm Deposits 14 201,291,339,859 225,077,529,000

Total Current Assets 473,068,786,549 399,246,198,000

TOTAL ASSETS 1,446,722,322,499 1,215,686,377,000

EQUITY
Share Capital 15 16,932,177,000 16,932,177,000
Retained Earnings p. 14 203,772,329,152 169,518,613,000
Reorganisation Reserve 15.2 200,004,179,000 200,004,179,000
Actuarial Reserves 15.3 (1,230,819,000) (1,230,819,000)
Total Equity 419,477,866,152 385,224,150,000

LIABILITIES AND EQUITY

Liabilities
Non-current Liabilities
Long Term Borrowing 16a 463,138,884,038 295,467,446,000
Debt Security Issued (bond) 16c 99,943,715,100 114,124,633,000
Deferred Income Tax Liabilities 8c 18,450,381,557 13,783,316,000
Government Grant 22 1,996,272,000 1,996,272,000
Employee Benefit Liability 18a 4,544,637,571 4,572,204,000
Provision for decommissioning liabilities 20b 18,847,299,818 23,480,729,000

Total Non-Current Liabilities 606,921,190,083 453,424,600,000

Current Liabilities
Lease liabilities 11b 55,729,259 73,867,000
Trade and Other Payables 19a 218,042,702,910 81,964,317,000
Due to related Parties 21 46,616,734,188 51,118,269,000
Contract Liabilities 19b 47,874,560,207 105,115,874,000
Income Tax Liability 8b 14,771,707,442 13,564,271,000
Short Term Borrowings 16b 90,328,136,273 122,689,462,000
Government Grant 22 862,495,000 862,495,000
Provision for decommissioning liabilities 20b 1,771,200,984 1,649,072,000

Total Current Liabilities 420,323,266,263 377,037,627,000

Total Liabilities 1,027,244,456,347 830,462,227,000
TOTAL LIABILITIES AND EQUITY 1,446,722,322,499 1,215,686,377,000

The financial statements and notes above were approved by the Board of Directors on 26th July,
2024 and signed on its behalf by:

ENGR. BINJI YUSUF CHIKE AJAERO

Managing Director/CEO (FRC/2013/NSE/00000001746) Chief Finance Officer (FRC/2014/ICAN/00000010408)

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STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

31 December 31 December
2022 2021
Notes N N
Revenue from contracts with customers 5 360,989,105 257,327,091
Cost of sales 6 (197,944,436) (136,390,231)
Gross profit 163,044,669 120,936,860
Administrative expenses 7 (17,299,763) (11,158,080)
Distribution and selling expenses 8 (18,811,220) (8,187,214)
Impairment write-back on financial assets 10 276 5,394
Other income 11 2,785,855 2,627,682
Operating profit 129,719,817 104,224,642
Finance income 12(a) 1,941,453 620,604
Finance cost 12(b) (10,553,365) (1,705,833)
Net finance cost (8,611,912) (1,085,229)
Minimum tax charge 13(a) (953,855) (266,088)
Profit before tax 120,154,050 102,873,325
Income and deferred tax expense 13(a) (19,143,424) (12,794,314)
Profit after tax 101,010,626 90,079,011
Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss:

Re-measurement of defined benefit obligations (net of tax) 14(b) 32,489 156,779

Other comprehensive income for the year net of tax 32,489 156,779
Total comprehensive income for the year 101,043,115 90,235,790
Earnings per share
Basic and diluted (Naira) 28 2.98 2.66

The results shown above relate to continuing operations.

The notes on pages above are an integral part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

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For the Six Months Ended 30 June 2024
SHARE REORGANIZATION RESERVE ON RETAINED TOTAL
CAPITAL RESERVE ACTUARIAL EARNINGS EQUITY
VALUATION OF
DEFINE BENEFIT
PLAN
N N N N N
Balance at 1 Jan. 2024 16,932,177,000 200,004,179,000 (1,230,819,000) 169,518,613,000 385,224,150,000
Merger Shares - - - - -
Profit for the period - - - 34,253,716,152 34,253,716,152
Other comprehensive income for the period - - - - -
Transactions with owners
Dividend - - - - -
Balance at 31 Jun. 2024 16,932,177,000 200,004,179,000 (1,230,819,000) 203,772,329,152 419,477,866,152
Balance at 1 Jan. 2023 16,932,177,000 200,004,179,000 (707,868,000) 194,884,054,000 411,112,542,000
Profit for the period - - - 69,454,750,000 69,454,750,000
Other comprehensive income for the period - - (522,951,000) - (522,951,000)
Transactions with owners
Issue of shares for business combination - - - - -
Dividend paid - - - (94,820,191,000)
(94,820,191,000)
Balance at 31 Dec. 2023 16,932,177,000 200,004,179,000 (1,230,819,000) 169,518,613,000 385,224,150,000

STATEMENT OF CASH FLOWS

for the Six Months Ended 30 June 2024

UNAUDITED AUDITED
30 June 2024 31 Dec 2023
N N
Cash Flows From Operating Activities

Profit before income taxes 40,128,218,151 67,228,176,000

Non-cash adjustment to reconcile profit before tax to net cash flows:
Depreciation and impairment of PPE 13,162,880,938 24,986,201,000
Amortisation and impairment of intangible assets 299,315,883 411,112,000
Depreciation of right-of-use asset 52,873,827 96,695,000
Write off of trade receivables - 3,238,000
Unrealized foreign exchange loss 39,978,129,517 69,956,047,000
Unrealised foreign exchange gain on cash & cash equivalent - 43,890,346,000)
Finance Income (9,801,387,346) (12,882,124,000)
Finance cost 10,878,500,696 19,936,889,000
Minimum Tax 772,643,602 414,299,000
Net impairment loss/(gain) on financial assets - 45,000
Defined benefit plan amendment - -
Current service cost-Defined benefit plan 260,709,000 338,639,000
Acturial gain on defined benefit plan - 746,239,000
Remeasurement of defined benefit obligation - (522,951,000)
Deferred tax(credit)/charge on actuarial loss - (224,122,000)
Planned participant contribution - (286,092,000)
Decommissioning liabilities adjustment 4,800,000 -
Write off of property, plant and equipment - -
Transfer of property, plant and equipment - -
Amortisation of government grants - (862,495,000)
Modification gain - -
Operating profit before working capital changes 95,736,684,268 125,449,451,000
Working Capital Adjustments:
(Increase)/Decrease in trade and other receivables (134,820,198) (49,328,000)

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Increase in right-of-use assets (26,677,082) -
(Increase)/Decrease in inventories (47,991,167,851) (33,337,490,000)
(Increase)Decrease in prepayments and other assets (50,523,713,865) (4,304,150,000)
(Increase)/Decrease in due from related parties 1,040,924,224 13,242,854,000
Increase/(Decrease) in trade and other payables 126,751,653,713 (15,016,489,000)
Increase/(Decrease) in due to related parties (4,501,534,812) 51,118,269,000
Increase/(Decrease) in contract liabilities (57,241,313,793) 12,949,372,000
Cash generated from operations 63,110,034,604 150,052,489,000
Defined benefit paid during the year (498,589,614) (380,904,000)
Tax paid - (2,068,880,000)
Net cash flow from operating activities 62,611,444,991 147,602,705,000
Investing Activities
Purchase of property, plant and equipment (84,786,855,276) (110,907,768,000)
Interest received 9,801,387,346 12,882,124,000
Intangible assets (835,655,093) (6,093,873,000)
Net cash flows used in investing activities (75,821,123,023) (104,119,517,000)
Financing Activities
Increase/(repayment) on lease liability (18,137,741) (116,688,000)
Interest payment on overdraft (518,745,999) (2,318,651,000)
Dividend paid to equity holders - (94,820,191,000)
Unclaimed dividends received - 24,615,000
Increase in borrowings 10,061,703,339 325,322,449,000
Principal repayment of borrowings (65,238,928,465) (93,746,240,000)
Interest repayment on borrowing (32,807,319,462) (36,062,945,000)
Interest repayment on debt security (4,312,500,000) (8,625,000,000)
Principal repayment on debt security (14,375,000,000) -
Net cash flows used in financing activities (107,208,928,329) (89,657,349,000)
Net increase in cash and cash equivalents (120,418,606,361) (133,140,537,000)
Cash and cash equivalents at beginning 225,077,528,000 48,046,647,000
Effect of exchange rate difference 96,632,418,220 43,890,344,000
Cash and cash equivalents at end (Note 14) 201,291,339,859 225,077,528,000

STATEMENT OF VALUE ADDED

31 December 31 December
2022 2021
Note N % N %
Revenue 5 360,989,105 257,327,091
Other income 11 2,785,855 2,627,682
363,774,960 259,954,773
Less: Bought in materials and services:
Local and imported (204,233,730) (131,575,126)
Value added 159,541,230 100 128,379,647 100
Applies as follows:
To pay employees:
Staff cost 9 8,607,559 6 8,920,238 7
To pay providers of funds:
Net finance cost 12 8,611,912 5 1,085,229 1
To pay government:
Income tax charge 13a 19,143,424 12 12,794,314 10
To provide for enhancement of assets and growth:
Depreciation 6, 7 & 8 22,135,220 14 15,344,075 12
To augment reserve 101,043,115 63 90,235,790 70

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 159,541,230 100 128,379,647 100

This statement represents the distribution of the wealth created through the use of the Company's
assets by its own and employees' efforts.

Five-year financial summary

31 December 31 December 31December 31 December 31 December
2024 2023 2022 2021 2020
N N N N N
Assets employed
Non-current assets 676,241,399 584,308,003 527,668,305 408,405,566 399,431,134
Current assets 197,770,485 144,199,470 238,634,273 62,161,029 88,543,157
Current liabilities (257,561,155) (145,355,119) (208,100,189) (96,461,863) (175,748,284)
Non-current liabilities (205,338,186) (185,035,606) (182,247,661) (10,407,490) (3,613,823)
Net assets 411,112,543 398,116,748 375,954,728 363,697,242 308,612,184
Capital employed
Ordinary share capital 16,932,177 16,932,177 16,932,177 16,932,177 16,932,177
Other reserves (707,868) (740,357) (897,136) (72,902) (194,926)
Retained earnings 194,884,054 181,920,749 159,915,508 146,833,788 91,480,902
Reorganisation reserve 200,004,179 200,004,179 200,004,179 200,004,179 200,004,179
Total equity 411,112,542 398,116,748 375,954,728 363,697,242 308,612,184

31 December 31 December 31December 31 December 31 December

2024 2023 2022 2021 2020
N N N N N

Revenue from contract with

customers 360,989,105 257,327,091 209,443,487 175,518,326 119,012,572
Profit before tax 120,154,050 102,873,325 78,873,498 66,224,501 39,166,582
Income tax (expense)/credit (19,143,424) (12,794,314) (6,529,162) (5,614,216) (24,905,420)
Profit for the year 101,010,626 90,079,011 72,344,336 60,610,285 64,072,002
Total comprehensive income 101,043,115 90,235,790 71,520,102 60,342,457 64,072,002
Earnings per share (Naira) 2.98 2.66 2.14 1.79 1.89
Net assets per share (Naira) 24.28 23.51 22.20 21.48 18.23

Net assets per share is calculated by dividing net assets of the Company by the weighted average
number of ordinary shares outstanding at the end of the reporting period.

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